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Our business may be adversely impacted as a result of our substantial indebtedness, the servicing of which<br />
requires the use of a significant portion of our cash flow. Our ability to generate sufficient cash or access<br />
additional capital in the future depends on many factors, some of which are beyond our control.<br />
We are highly leveraged and have significant debt obligations. As of December 31, 2004, after giving effect to our<br />
offering of Notes in March 2005 and the satisfaction and discharge of our 2005 Notes we would have had total net<br />
third party debt of €325.6 million, of which €185.0 million would have been represented by the Notes,<br />
€85.0 million would have been represented by the New Credit Agreement, €76.1 million would have been<br />
represented by our securitization facilities and factoring and €38.1 million would have been represented by our<br />
Uncommitted Bilateral Loan Facilities and other debt, net of €58.6 million of cash and cash equivalents and junior<br />
notes received under our securitization program.<br />
Our substantial indebtedness could have important consequences. For example, it is likely to:<br />
• require us to dedicate a significant portion of our cash flow from operations to service our debt, thereby<br />
reducing the availability of cash flow to make dividend payments and to fund our working capital needs,<br />
capital expenditures, investments in collection development and other general corporate purposes;<br />
• increase our vulnerability to general adverse economic and industry conditions;<br />
• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we<br />
operate;<br />
• limit our ability to make strategic acquisitions or pursue other business opportunities that may arise;<br />
• place us at a competitive disadvantage compared to competitors who have less indebtedness than we do; and<br />
• limit our ability to borrow additional funds and increase the cost of any such borrowings, particularly because<br />
of the financial and other restrictive covenants contained in the indenture governing the Notes.<br />
Our ability to make payments on and repay or refinance our debt and to fund our working capital requirements,<br />
capital expenditures, investments in collection development or business opportunities that may arise, such as<br />
acquisitions of other businesses, will depend on our future operating performance and ability to generate cash. This<br />
will depend, to some extent, on general economic, financial, competitive, market and other factors, many of which<br />
are beyond our control.<br />
We believe that our expected cash flows, together with available borrowings, will be adequate to meet our<br />
anticipated needs. However, we cannot assure you that our business will generate sufficient cash flow from<br />
operations or that future borrowings will be available to us in amounts sufficient to enable us to pay our debts when<br />
due or to fund our other liquidity needs. If our future cash flows from operations and other capital resources are<br />
insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to:<br />
• reduce or delay our business activities and capital expenditures;<br />
• sell assets;<br />
• obtain additional debt or equity capital; or<br />
• restructure or refinance all or a portion of our debt on or before maturity.<br />
We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on<br />
satisfactory terms, if at all. In addition, the terms of our existing and future debt may limit our ability to pursue any<br />
of these alternatives.<br />
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