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Supplemental Disclosure Material - Ono

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€1,076 million under the Bank Tranches of the New Senior Facility would mature prior to the maturity of the Notes in 2018.<br />

Facility A loans totaling €891 million commence amortizing on June 30, 2013 and matures on June 30, 2017. Facility B loans<br />

totaling €185 million mature on March 31, 2018.<br />

Our ability to make payments on our debt or to refinance any such debt will depend on our ability to generate cash.<br />

Our ability to generate cash is dependent on many factors, including, among others:<br />

• Our future operating performance;<br />

• The level of our capital expenditures;<br />

• The demand and price levels for our products and services;<br />

• General economic conditions and conditions affecting customer spending;<br />

• Competition;<br />

• The ability to improve our business processes and procedures;<br />

• Our ability to use our carry-forward tax losses;<br />

• The availability of financing in the capital markets at attractive rates; and<br />

• Legal, tax, litigation, regulatory and other factors affecting our business.<br />

We achieved positive free cash flow for the first time in 2009, after experiencing negative free cash flow every year<br />

since we commenced operations in 1998. Nonetheless, we do not expect that our business will generate sufficient cash flow to<br />

fulfill our debt obligations, and we expect to have to raise additional capital or refinance all or a portion of our debt on or<br />

before maturity in order to fund operations and to meet our debt service.<br />

Our ability to raise capital or refinance our debt depends on a number of factors, including the liquidity of the<br />

capital markets, and we may not be able to do so on satisfactory terms, or at all. In the event that we cannot raise additional<br />

capital or refinance our debt, we expect not to be able to meet our debt repayment obligations. In addition, the terms of any<br />

refinancing indebtedness may be materially more burdensome to us than the indebtedness it refinances. Such terms, including<br />

additional restrictions on our operations and higher interest rates, could have an adverse effect on our results of operations and<br />

financial condition and could have a material adverse effect on the value of the Notes.<br />

Furthermore, our inability to meet repayment obligations under the existing agreements could trigger various default<br />

provisions, accelerate a substantial portion (if not all) of our debt and materially adversely affect our business, results of<br />

operations, financial position and prospects.<br />

A substantial portion of our debt bears variable interest rates.<br />

As of March 31, 2012, on a pro forma basis after giving effect to the May 2012 Refinancing, 30.6% of our<br />

outstanding debt would have borne interest at floating rates. If market interest rates increase, our variable rate debt will result<br />

in higher debt service requirements, which could adversely affect our results of operations and financial condition. Currently,<br />

all our interest rate hedge agreements have expired and, though we are evaluating whether to enter into further hedging<br />

arrangements, there is no guarantee that we will enter into additional hedge agreements on satisfactory terms or at all.<br />

Subject to certain restrictions, we may be able to incur substantially more debt, which would increase the leverage-related<br />

risks described in this offering memorandum.<br />

Subject to the restrictions in the New Senior Facility, the Indenture, the Euro Notes Indenture, the Subordinated<br />

Notes Indenture and other outstanding debt that is subject to a number of significant qualifications and exceptions, we may<br />

incur substantial additional debt in the future. Furthermore, the New Senior Facility, the Indenture, the Euro Notes Indenture<br />

and the Subordinated Notes Indenture permit us to issue additional series of notes or other indebtedness that will share in the<br />

security for the Notes and the New Senior Facility, subject to certain conditions. See “Description of Other Indebtedness—<br />

New Senior Facility”.<br />

To the extent new debt is incurred, the risks described in “—Our current leverage is substantial, which may have an<br />

adverse effect on our available cash flow, our ability to obtain additional financing if necessary in the future, our flexibility in<br />

reacting to competitive and technological changes and our operations” and “—Following the May 2012 Refinancing, a<br />

significant portion of our existing debt will mature prior to the maturity of the Notes in 2018. We may be unable to generate<br />

sufficient cash flow to repay those of our other debt obligations at maturity and, to the extent we cannot repay such debt, we<br />

may not be able to refinance these debt obligations or may be able to refinance only on terms that will increase our cost of<br />

borrowing” could become more significant.<br />

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