iesy Repository GmbH - Irish Stock Exchange

In April/May 2005, iesy entered into an amendment agreement to the SLAs with DTAG. In this amendment, the parties
changed the financing clause of the framework agreement of the SLAs, renegotiated the specific service level agreements
concluded under the Term Sheets and settled different open issues. Under this amendment, iesy has to make settlement
payments of €604,000. On April 21, 2005 ish entered into several agreements with Premiere, SCAS Satellite Services GmbH,
Nagravision and BetaResearch, which were modified by an addendum dated June 14, 2005. Subject to certain restrictions,
these agreements grant ish different software licenses required to operate conditional access systems in North Rhine-
Westphalia using combined BetaResearch/Nagravision technology. If not renewed, the licenses will expire on December 31,
2007. These licenses permit ish to use its own Nagra smart cards to provide its digital offering to those of its end customers
who already have MSG/Premiere set-top boxes or smart cards.
iesy’s number of premium cable subscribers and high speed Internet subscribers increased from 12,195 and 2,261,
respectively, as of March 31, 2005 to 13,428 and 4,242, respectively, as of May 31, 2005. iesy estimates that its total number
of basic cable subscribers declined from 1.197 million as of March 31, 2005 to 1.196 million as of May 31, 2005.
ish’s number of basic cable subscribers decreased from 4.021 million subscribers as of March 31, 2005 to 3.999 million
subscribers as of May 31, 2005. As of May 31, 2005, ish had approximately 20,661 high speed Internet subscribers and
approximately 8,194 telephony subscribers, reflecting an increase of approximately 81.8% subscribers to ish’s telephony
services since December 31, 2004.
On June 24, 2005, iesy Hessen completed its acquisition of ish. The ish Acquisition was funded by a combination of
existing cash on hand and the proceeds of the Refinancing and the Financing. At the completion of the ish Acquisition, James
Bonsall resigned from his positions as Chief Executive Officer of ish and as Managing Director of Kabelnetz, Kabelnetz GP,
ish GP, ish KS GP and KSG. In addition, at the completion of the ish Acquisition, Heinz Benesch resigned as a Managing
Director of Kabelnetz and Kabelnetz GP, but remains Vice President Legal of ish and Reiner Dienlin resigned as a Managing
Director of ish GP, ish KS GP and KSG. Also, concurrent with the ish Acquisition, Michael Block resigned from the position
of Managing Director of iesy Repository. Following the completion of the ish Acquisition, Parm Sandhu, Chief Executive
Officer of iesy, was appointed to all of the above-mentioned vacated positions.
The Refinancing
In February 2005, iesy completed the Refinancing, which consisted of the offering of €215.0 million of the Existing
Notes as well as the entering into of €230.0 million of senior credit facilities, consisting of a €200.0 million term loan facility
and a €30.0 million revolving credit facility. We drew down the term loan of that facility on May 27, 2005. As part of the
Refinancing, the proceeds from the offering of the Existing Notes were used to repay the €93.8 million that had been
outstanding under our previous senior credit facilities. The remainder of the proceeds from the offering of the Existing Notes
and the proceeds from the term loan were used to help fund the ish Acquisition. See “Description of Other Indebtedness.”
The Financing
The financing (the “Financing”) of the ish Acquisition includes:
• €360.0 million drawn down under the Subordinated Bridge Facility; and
• €850.0 million drawn down under the €1,150.0 million Senior Credit Facilities, which consist of a €225.0 million
term loan A facility, a €450.0 million term loan B facility (of which €200.0 million was drawn down on May 27,
2005), a €375.0 million term loan C facility and a €100.0 million revolving credit facility which remains undrawn
as of the date hereof.
The proceeds of the offering of the Notes hereby will be used to refinance amounts borrowed under the Subordinated
Bridge Facility. See “Use of Proceeds.”
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