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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Limitations on

Limitations on Enforcement While the Senior Debt and Hedging Debt are outstanding, the Senior Subordinated Debt will not become due until the conditions specified in any of clauses (i), (ii) and (iii) in the proviso in the following paragraph are satisfied. In addition, the Notes Creditors, the Proceeds Creditor and the Subordinated Creditors will not (without the consent of a two-thirds majority of the Senior Lenders or unless otherwise permitted under the Intercreditor Agreement) be permitted, while the Senior Debt and Hedging Debt are outstanding, to (i) demand payment of any Senior Subordinated Debt or Subordinated Debt, (ii) accelerate any of the Senior Subordinated Debt or Subordinated Debt or otherwise declare any of the Senior Subordinated Debt or Subordinated Debt prematurely due or payable on an event of default or otherwise, (iii) enforce any of the Senior Subordinated Debt or Subordinated Debt by attachment, set off, execution or otherwise, (iv) (in the case of the Notes Creditors) enforce (or give instructions to the Security Agent to enforce) the Notes Security, (v) petition for (or vote in favor of any resolution for), initiate, support or take any steps with a view to any insolvency or any voluntary arrangement or assignment for the benefit of creditors or any similar proceedings involving an Obligor other than the taking of any such action by the Notes Creditors against the Issuer, (vi) sue or bring or support any legal proceedings against any Obligor (or any of its subsidiaries) except for (A) proceedings brought by the Notes Creditors against the Issuer or solely for injunctive relief or for specific performance in respect of obligations under the covenants set forth in the applicable indenture, provided that no damages are claimed and such actions are not inconsistent with the terms of the Intercreditor Agreement or (B) proceedings brought by the Investors against the Issuer otherwise permitted under the Intercreditor Agreement, provided that no such action may be taken if, as a result, enforcement action commenced by the Senior Creditors could be delayed, disrupted or frustrated, (vii) otherwise exercise any remedy for the recovery of any Senior Subordinated Debt or Subordinated Debt or (viii) sue or bring or support proceedings against or make demand on the provider of any of the reports, with certain exceptions. Despite the limitations on enforcement discussed above, while the Senior Debt and Hedging Debt are outstanding, the Notes Creditors and the Proceeds Creditor will be permitted under the Intercreditor Agreement to take any of the actions that would otherwise be prohibited, provided that (i) payment of the Senior Debt has been accelerated, or liabilities under the Senior Debt have been declared prematurely due and payable or payable on demand (and demand has been made), in each case under the Senior Credit Facilities, or the Senior Lenders have taken any enforcement action under the security documentation relating to the Senior Credit Facilities, (ii) certain insolvency, liquidation or other similar events have occurred with respect to an Obligor (other than an Obligor that is not a borrower or guarantor under the Senior Credit Facilities) and such actions are taken with respect to such Obligor or (iii) a period (the “Notes Standstill Period”) of not less than 179 days has elapsed from the date the Senior Facility Agent receives an enforcement notice from a trustee relating to an event of default under the applicable indenture (other than an event of default triggered by a default under the Senior Credit Facilities) and such event of default is outstanding at (and has not been waived prior to) the end of the Notes Standstill Period. The Intercreditor Agreement will require the Security Agent to give prompt notice to the trustees if the Security Agent is instructed by a two-thirds majority of the Senior Lenders to enforce the security over the equity interests in any Subsidiary Guarantor (or any of their respective Holding Companies) that secures the Senior Debt and Hedging Debt (a “Senior Enforcement”). During the period from the giving of that notice to the date that the Security Agent ceases to use all reasonable commercial efforts to carry out that Senior Enforcement as expeditiously as reasonably practicable having regard for the circumstances: • the Security Agent will not be permitted to enforce any Notes Security over such equity interests in a manner that would adversely affect such Senior Enforcement; and • no Notes Creditor will not be permitted to take, or will be permitted to give any instructions to the Security Agent to take, any enforcement action prohibited by the preceding bullet; provided that the foregoing will not prejudice any other rights of the Notes Creditors to take any enforcement action against any other Obligor that are permitted under the Intercreditor Agreement. The Intercreditor Agreement will require the Security Agent to give prompt notice to the trustees of its ceasing to carry out a Senior Enforcement. Subordination on Insolvency While the Senior Debt and Hedging Debt are outstanding, but after the occurrence of an insolvency event of default in relation to any Obligor (other than the Issuer) (the “Insolvent Obligor”), the Senior Subordinated Debt owed by the Insolvent Obligor will be subordinated in right of payment to the Senior Debt and the Hedging Debt owed by such Insolvent Obligor. Moreover, the Investor Debt and, unless otherwise required by the requisite group of Senior Lenders, the Intercompany Debt 216

owed by the Insolvent Obligor will be subordinated in right of payment to debt owed by such Insolvent Obligor to a Senior Creditor or a holder of the Notes (the “Secured Debt”) . While the Senior Debt and Hedging Debt are outstanding, but after the occurrence of certain specified insolvency events in relation to any Obligor (other than the Issuer), the Notes Creditors and the Subordinated Creditors each irrevocably authorizes the Security Agent (acting on the instructions of the requisite group of Senior Lenders) to (i) claim, enforce and prove for any Subsidiary Guarantee Debt or Subordinated Debt owed by the Insolvent Obligor, (ii) exercise all powers of convening meetings, voting and representation in respect of the Subsidiary Guarantee Debt and Subordinated Debt owed by the Insolvent Obligor and the trustees and Subordinated Creditors will provide all forms of proxy and of representation requested by the Security Agent for that purpose, (iii) file claims and proofs, give receipts and take all such proceedings and do all such things as the Security Agent considers reasonably necessary to recover any Subsidiary Guarantee Debt or Subordinated Debt owed by the Insolvent Obligor and (iv) receive all payments of or in respect of any Subsidiary Guarantee Debt or Subordinated Debt owed by the Insolvent Obligor for application in accordance with the provisions set forth under “—Application of proceeds.” If the Security Agent is not entitled or does not take any of the actions referred to above, the trustees and the Subordinated Creditors (i) will each do so promptly when requested by the Security Agent acting on the instructions of the requisite group of Senior Lenders subject, in the case of the trustees only, to the Senior Lenders and Hedging Banks giving an appropriate indemnity for any costs and expenses which may be reasonably incurred by the trustees in doing or taking the actions so requested; and (ii) may each do so to the extent permitted as described under “—Limitations on enforcement.” Release of the Security and the Subsidiary Guarantees If a disposal to a person or persons other than the Issuer or its subsidiaries of any asset owned by an Obligor over which Security has been created is permitted under the Senior Credit Facilities, then the Security Agent is irrevocably authorized to execute on behalf of each Senior Lender, each Hedging Bank and each Obligor (and at the cost of the relevant Obligor) any release of the security for the Senior Credit Facilities over that asset if the net proceeds of the disposal are to be applied as provided for in the Senior Credit Facilities. The Security Agent is also irrevocably authorized to execute on behalf of each Senior Lender, each Hedging Bank and each Obligor, if that asset comprises all of the shares or other ownership interests in the capital of any Obligor (or any Holding Company of an Obligor) held by the Issuer or any of its other subsidiaries, a release of that Obligor and its subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other Obligor under the finance documents relating to the Senior Credit Facilities by way of contribution or indemnity) in its capacity as a guarantor under the finance documents relating to the Senior Credit Facilities or under the Hedging Documents and a release of any Security granted by that Obligor and its subsidiaries over any of their respective assets if the net cash proceeds of the sale or disposal are applied as set forth in “—Application of proceeds.” The Security Agent is irrevocably authorized to execute on behalf of each holder of the Notes and the Existing Notes and the trustees the release of any Subsidiary Guarantee and any Notes Security if such release is permitted by, is in accordance with or has been approved under the finance documents relating to the Notes, or, in the event any of the equity interests in a Subsidiary Guarantor (or any of its Holding Companies) are disposed of pursuant to enforcement action taken by the Security Agent on behalf of the Senior Lenders and the Hedging Banks, if (i) the proceeds of such disposal are in the form of cash, (ii) the claims and security interests of the Senior Lenders and the Hedging Banks against such Subsidiary Guarantor are irrevocably and unconditionally released and (iii) either (A) the disposal is made pursuant to a public auction or (B) in connection with the disposal an internationally recognized investment bank selected by the Security Agent has delivered to the trustees an opinion that the consideration for the disposal is fair from a financial point of view after taking into account all relevant circumstances. If the Senior Debt is refinanced or replaced in accordance with the Intercreditor Agreement (a “Senior Refinancing”) and to the extent the security securing that Senior Debt is released, whether by operation of law or otherwise, in connection with the Senior Refinancing and in order to secure the new Senior Debt on a first ranking basis, the Security Agent is authorized by the trustees to release, and will release, the Notes Security on the date on which the Senior Refinancing occurs and will, immediately after security interests are granted in respect of the new Senior Debt, re-take the Notes Security (substantially in the form of the Notes Security in existence immediately prior to the Senior Refinancing) on a second priority basis; provided that (A) the Issuer shall provide to the trustees an opinion of counsel satisfactory to the respective trustees regarding the validity and enforceability of any Liens to secure the Notes Debt that are re-taken in accordance with the terms of this paragraph and (B) the release and re-taking of Notes Security in accordance with the terms of this paragraph shall only be undertaken to the extent necessary under applicable law to ensure that the new security interests securing the new Senior Debt rank ahead of the new Liens securing the Notes Security. 217

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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

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    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
  • Page 193 and 194: We assume that we will be deemed to
  • 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 and 214: Subordinated Bridge Facility In con
  • Page 215: • the ability of the Obligors (ot
  • 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
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  • 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
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  • Page 253 and 254: of the European Union on January 1,
  • Page 255 and 256: contemporaneously with any such act
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  • 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
  • Page 265 and 266: “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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