iesy Repository GmbH - Irish Stock Exchange

The Proceeds Loans will be senior subordinated obligations of iesy Hessen and thus subordinated in right of payment
to iesy Hessen’s obligations under the Senior Credit Facilities. iesy Hessen’s obligations under the Proceed Loans will be,
unsecured and not guaranteed. The obligations of iesy Hessen and other borrowers under the Senior Credit Facilities will be
secured by a first-priority security interest in the Proceeds Loans and the obligations of iesy Repository under the Existing
Notes and the Notes are or will be secured by second-priority security interests in the Proceeds Loans, which in each case
shall be released upon full repayment and cancellation of the Proceeds Loans.
Intercreditor Agreement
To establish the relative rights of certain of their creditors under the new financing arrangements, the Issuer, New iesy,
iesy Hessen and iesy GP entered into an intercreditor agreement dated February 14, 2005 (the “Intercreditor Agreement”),
with the Senior Lenders, the creditors under the hedging documents (the “Hedging Banks”), the Trustee for the Existing
Notes, certain Investors (upon accession), Citicorp Trustee Company Limited, as Security Agent, and Citibank International
plc, as Senior Facility Agent. In connection with the ish Acquisition, the Intercreditor Agreement was amended and restated
on June 21, 2005 to provide for the Subordinated Bridge Facility, the Bridge Proceeds Loan and the accession of the security
trustee for the Subordinated Bridge Loan, iesy Services and certain subsidiaries of ish to the Intercreditor Agreement. The
Intercreditor Agreement also will govern the relative rights of the creditors under the Notes and the New Proceeds Loan, and
the trustee for the Notes, iesy Services and certain subsidiaries of ish will be required to accede to the Intercreditor
Agreement in their respective capacities under the Notes.
Order of Priority
The Intercreditor Agreement will provide for the following order of priority to apply to the satisfaction of the
obligations of the Issuer, New iesy, iesy GP, iesy Hessen, iesy Services, Kabelnetz, Kabelnetz GmbH, Kabelnetz KG, ish
GmbH, ish KG, ish KS GmbH, ish KS KG and any future obligors under indebtedness that is subject to the terms of the
Intercreditor Agreement (each, an “Obligor”):
• First, all money and liabilities now or in the future due, owing or incurred under the Senior Credit Facilities, and
all documents related thereto, together with all accrued interest (the “Senior Debt”) and any and all liabilities due
to any Hedging Bank (the “Hedging Debt”), in each case as may be owed to the Senior Lenders, the arrangers of
the Senior Credit Facilities, the Hedging Banks, the Senior Facility Agent and the Security Agent (in its capacity
acting for and on behalf of such other creditors) (together, the “Senior Creditors”) (pari passu, without any
preference between themselves);
• Second, all money and liabilities now or in the future due, owing, or incurred by New iesy, iesy GP, iesy Hessen,
iesy Services, Kabelnetz, Kabelnetz GmbH, Kabelnetz KG, ish GmbH, ish KG, ish KS GmbH, ish KS KG and any
future Subsidiary Guarantor under the Subsidiary Guarantees (the “Subsidiary Guarantee Debt”) and by iesy
Hessen under any Proceeds Loan (the “Proceeds Loan Debt” and, together with the Subsidiary Guarantee Debt, the
“Senior Subordinated Debt”);
• Third, all money and liabilities now or in the future due, owing or incurred by the Issuer, New iesy or iesy Hessen
to each other or any other subsidiary of the Issuer under or in connection with intercompany documents or
otherwise (but excluding in each case any Proceeds Loan and any trading liabilities arising on arm’s length terms
and in the ordinary course of business) (“Intercompany Debt”); and
• Fourth, all money and liabilities now or in the future due, owing or incurred by any Obligor to any Investor or any
direct or indirect shareholder in the Issuer (or any of their respective Affiliates which is not a subsidiary of the
Issuer) under or in connection with the documents evidencing financial indebtedness owed by an Obligor to an
Investor (“Investor Debt,” and together with Intercompany Debt, “Subordinated Debt”).
Restrictions
While the Senior Credit Facilities are outstanding, the Intercreditor Agreement restricts, among other things:
• the ability of the Obligors and their subsidiaries to create or permit to subsist any security interest over any of their
assets for any debt owed to the holders of the Existing Notes, Notes and their respective trustees arising under their
respective indentures, the Subsidiary Guarantees, the Notes Pledge Agreements, the Proceeds Loan Pledge
Agreements or any other finance documents for the Notes and the Existing Notes (the “Notes Debt”) (except the
Subsidiary Guarantees and the Notes Security) or the Subordinated Debt;
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