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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

The Proceeds Loans will

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; 214

• the ability of the Obligors (other than the Issuer) to pay, purchase, redeem or acquire any of the Notes Debt, the Proceeds Debt or the Subordinated Debt, or otherwise to provide financial support in relation to such liabilities, except in respect of any Senior Subordinated Debt in connection with any such payment or acquisition of any Notes Debt by the Issuer; • the ability of the holders of the Notes and the Existing Notes, their respective trustees and the Security Agent (in its capacity acting for and on behalf of the holders of the Notes and the Existing Notes and their respective trustees) (each, a “Notes Creditor”) and the Investors and the Intercompany Creditors (each, a “Subordinated Creditor”) to enforce the Subsidiary Guarantees and the Notes Security (in the case of the Notes Creditors), to demand or receive payments toward the discharge of any Subsidiary Guarantee Debt or Subordinated Debt, or to apply money or property toward the discharge of any Subsidiary Guarantee Debt or Subordinated Debt; • the ability of the Issuer (in its capacity as lender under the Proceeds Loans, the “Proceeds Creditor”) to enforce any Proceeds Loan, to demand or receive payments toward the discharge of any Proceeds Loan, or to apply money or property toward the discharge of any Proceeds Loan; • the ability of any Obligors (other than the Issuer) or Subordinated Creditors to discharge any Notes Debt or Subordinated Debt by set-off, right of combination of accounts or otherwise or to allow any Notes Debt or Subordinated Debt to be evidenced by a negotiable instrument (other than a Note or the Subsidiary Guarantees); and • the ability of any Notes Creditors to discharge any Subsidiary Guarantee Debt by set-off, right of combination of accounts or otherwise or to allow any Subsidiary Guarantee Debt to be evidenced by a negotiable instrument (other than a Note or the Subsidiary Guarantees). In addition, the Intercreditor Agreement provides that the Subsidiary Guarantees and the Notes Security will be released in certain circumstances. Moreover, certain proceeds received by the Notes Creditors, the Proceeds Creditor or the Subordinated Creditors must be turned over to the Security Agent pursuant to the Intercreditor Agreement for application in accordance with the Intercreditor Agreement. See “—Turnover.” Limitation of Credit Support Pursuant to the Intercreditor Agreement, the Obligors will be prohibited from granting any security in favor of the Notes Debt or the Subordinated Debt except (in respect of the Notes Debt) for the security originally provided in respect of the Notes Debt and other security agreed by the requisite majority of the Senior Lenders or otherwise required by the indentures. The Intercreditor Agreement will regulate the ranking of the second priority pledges granted by the Issuer over its equity interests in any entity in which it may from time to time hold an equity interest, being initially New iesy, iesy Hessen and iesy GP, and in its rights under any Proceeds Loan, and by New iesy over its equity interests in any entity in which it may from time to time hold an equity interest, being initially iesy Hessen and iesy GP, in each case in favor of the Security Agent and the trustees (as co-creditors) as evidenced on closing by the Notes Pledge Agreements and the Proceeds Loan Pledge Agreements, as the case may be (the “Notes Security”). In addition, the Intercreditor Agreement will limit the giving of guarantees in support of the Notes Debt or the Subordinated Debt, except for guarantees originally provided for, or otherwise required by, the applicable indenture. Suspension of Permitted Payments Pursuant to the Intercreditor Agreement, if the Senior Facility Agent serves a notice (a “Notes Stop Notice”) on the Issuer and the trustees that an event of default (other than a payment default) is outstanding under the Senior Credit Facilities and suspending payment of the Senior Subordinated Debt, then the Senior Subordinated Debt will not become due and no payment shall be made on the Senior Subordinated Debt until the earliest of (i) the date 179 days after the giving of the Notes Stop Notice, (ii) if a Notes Standstill Period (as defined below) is in effect at the time of delivery of the Notes Stop Notice, the date on which that Notes Standstill Period expires, (iii) the date on which the event of default under the Senior Credit Facilities ceases to be outstanding, (iv) the date on which the Senior Facility Agent cancels the Notes Stop Notice or (v) the date the Senior Debt and Hedging Debt are no longer outstanding. The issuance of a Notes Stop Notice is subject to certain limitations set forth in the Intercreditor Agreement such as timing considerations, administrative considerations and certain other procedural requirements. No payments may be made on Senior Subordinated Debt or Subordinated Debt so long as a payment default under the Senior Debt has occurred and is continuing. 215

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    PROSPECTUS iesy Repository GmbH €

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    the market price of the Notes at a

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    which the issue or the offer of sec

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    “combined entity”, and “we”

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    “Tele Columbus” refers to the c

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    populations, with approximately 2.7

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    ish Income Statement Data Audited y

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    35 Three months ended Year ended De

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    37 As of December 31, As of March 3

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    RISK FACTORS You should carefully c

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    acquiring content, purchasing servi

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    agreements—MSG”). We cannot ass

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    In addition, most of our cable netw

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    Strikes or other industrial actions

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    acquisitions. In addition, any addi

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    provision and may not be abusive. S

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    €1,050.0 million would have been

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    We depend on payments from our subs

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    • Claims against the Issuer and s

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    Senior Credit Facilities before the

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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    NOTES TO THE UNAUDITED PRO FORMA CO

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    (€m, except percentages) Pro form

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    Income Statement Data 75 Audited Ye

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    (7) Number of subscribers at the en

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    In the three months ended March 31,

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    eview and optimization of services

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    Cash Flow from Operating Activities

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    oadcasters in television and radio.

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    educed or increased by a material a

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    Income Statement Data Audited year

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    109 As of December 31, As of March

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    • ish’s premium cable televisio

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    For accounting purposes, ish treats

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    Subscribers ish classifies its cust

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    Competition ish faces significant c

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    This decrease was primarily due to

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    Net Loss Net loss was €17.9 milli

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    Pension Obligations As of March 31,

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    Term Sheets with DTAG, BRN-ish agre

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    estructuring liabilities, while 200

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    accrual for pending losses. The exp

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    International Financial Reporting S

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    Content Providers Basic Television

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    Digital Home” and PrimaCom offers

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    [GRAPHIC] [GRAPHIC] Level 4 is the

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    shared access basis. In this case,

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    The following table shows several k

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    In the domestic market, the German

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    BUSINESS Unless otherwise indicated

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    Germany, with approximately 30.2 mi

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    Prudently deploying capital. Our de

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    iesy’s Current Basic Cable Televi

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    amounted to €8.0 million or 5.9%

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    within iesy’s upgraded areas and

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    Supply The following chart shows th

  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166: y the new fiber system. See “Oper
  • Page 167 and 168: part of settling arbitration procee
  • Page 169 and 170: Business of ish Products and Servic
  • Page 171 and 172: ish’s Current Basic Cable Televis
  • Page 173 and 174: In addition to the monthly subscrip
  • Page 175 and 176: Customers who subscribe to Premiere
  • Page 177 and 178: Sales ish’s sales team is divided
  • Page 179 and 180: The following chart illustrates ish
  • Page 181 and 182: Term Sheet Service Duration Co-use
  • Page 183 and 184: Lease of space for broadband cable
  • Page 185 and 186: Other Significant Supply Agreements
  • Page 187 and 188: ights themselves. As an exception,
  • Page 189 and 190: Competition The cable television an
  • Page 191 and 192: Introduction REGULATION German law
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  • Page 195 and 196: The Amendment provides that provisi
  • Page 197 and 198: • Providers who had a dominant po
  • Page 199 and 200: in the Munich office of Apax Partne
  • Page 201 and 202: Marketing for Germany and Austria,
  • Page 203 and 204: Gerard Tyler is ish’s Treasurer.
  • Page 205 and 206: CERTAIN RELATIONSHIPS AND RELATED P
  • Page 207 and 208: Beneficial Ownership The following
  • Page 209 and 210: DESCRIPTION OF OTHER INDEBTEDNESS T
  • Page 211 and 212: period (unless the interest period
  • Page 213: Subordinated Bridge Facility In con
  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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  • Page 223 and 224: Issuer have agreed that iesy Hessen
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  • Page 227 and 228: the amount of their secured claim.
  • Page 229 and 230: provisions described under “—De
  • Page 231 and 232: In addition, the Intercreditor Agre
  • Page 233 and 234: Euro Note to and including February
  • Page 235 and 236: circumstances referred to above exi
  • Page 237 and 238: that it has unconditionally exercis
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  • Page 241 and 242: description of this covenant and no
  • Page 243 and 244: Date of any Indebtedness that has b
  • Page 245 and 246: (13) Investments in an aggregate am
  • Page 247 and 248: supplement or other modification) t
  • Page 249 and 250: (1) the assumption by the transfere
  • Page 251 and 252: Reports Whether or not required by
  • Page 253 and 254: of the European Union on January 1,
  • Page 255 and 256: contemporaneously with any such act
  • Page 257 and 258: 25% in principal amount of the outs
  • Page 259 and 260: (2) provide for the assumption by a
  • Page 261 and 262: (6) an Officer’s Certificate stat
  • Page 263 and 264: calculated based on the relevant cu
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    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

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    (9) the impact of capitalized inter

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    “Exchange Act” means the U.S. S

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    (iii) for the avoidance of doubt, a

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    “Nationally Recognized Statistica

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    (2) Investments in another Person i

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    (15) Permitted Collateral Liens; (1

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    (5) in the case of Apollo and Golde

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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    PLAN OF DISTRIBUTION We, the Subsid

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    LEGAL MATTERS Certain legal matters

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    WHERE YOU CAN FIND OTHER INFORMATIO

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    Listing LISTING AND GENERAL INFORMA

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    INDEX TO FINANCIAL STATEMENTS iesy

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    INDEPENDENT AUDITORS’ REPORT We h

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    (3) Accounting and Valuation Princi

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    The following auditors’ report (B

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Inventories COURTESY TRANSLATION FR

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    Depreciation and Amortization COURT

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Cost of materials COURTESY TRANSLAT

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    [THIS PAGE INTENTIONALLY LEFT BLANK

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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