iesy Repository GmbH - Irish Stock Exchange

all obligations owed to them before any kind of payment can be made in respect of the Subsidiary Guarantees to Holders. See
“—Ranking and Subsidiary Guarantees—Subordination of the Subsidiary Guarantees.”
As of March 31, 2005, after giving pro forma effect to the Transactions, the Subsidiary Guarantors would have had an
aggregate principal amount of €1,050.0 million of outstanding Indebtedness that was senior to the Subsidiary Guarantees, all
of which would have been borrowed under the Senior Credit Facilities (excluding €100.0 million undrawn under the
revolving credit facility), and no outstanding Subsidiary Guarantor Senior Subordinated Indebtedness (other than the
Subsidiary Guarantees and the senior subordinated Guarantees of the Existing Notes) or Subsidiary Guarantor Subordinated
Indebtedness.
iesy Hessen currently generates a substantial portion of our revenues and EBITDA, owns a substantial portion of our
assets and is one of three of our principal operating subsidiaries. New iesy is the immediate parent company of iesy Hessen
and undertakes no activities and holds no assets (other than Capital Stock of iesy Hessen and iesy GP), except that it has
entered into employment agreements and related arrangements with various members of iesy Hessen’s management. iesy GP
is the general partner of iesy Hessen. iesy Services is a wholly owned subsidiary of iesy Hessen. Kabelnetz is a holding
company for the ish entities. Kabelnetz GmbH is the general partner of Kabelnetz KG and is a direct subsidiary of Kabelnetz
NRW HoldCo. Kabelnetz KG is the immediate parent company of ish GmbH, ish KG, ish KS GmbH and ish KS KG. ish
GmbH is the general partner of ish KG. ish KS GmbH is the general partner of ish KS KG. ish KG and ish KS KG are the
principal operating subsidiaries of the ish business. The ish entities may be merged into Kabelnetz. See “The ish
Acquisition—Potential Post-Acquisition Reorganization.”
Additional Subsidiary Guarantees
The Issuer may from time to time designate a Restricted Subsidiary as an additional guarantor of the Notes (an
“Additional Subsidiary Guarantor”) by causing it to execute and deliver to the Trustee a supplemental indenture in the form
attached to the Indenture (and with such documentation relating thereto as the Trustee may reasonably require, including
Opinions of Counsel as to the enforceability of its Subsidiary Guarantee), pursuant to which such Restricted Subsidiary will
become a Subsidiary Guarantor.
Each Additional Subsidiary Guarantor will, jointly and severally, with the Subsidiary Guarantors and each other
Additional Subsidiary Guarantor, irrevocably Guarantee (each guarantee, an “Additional Subsidiary Guarantee”), as primary
obligor and not merely as surety, on a senior subordinated basis the full and punctual payment when due, whether at Stated
Maturity, by acceleration or otherwise, of all payment obligations of the Issuer under the Indenture and the Notes, whether
for payment of principal of or interest on or in respect of the Notes, fees, expenses, indemnification or otherwise. The ability
to enforce an Additional Note Guarantee will be subject to significant restrictions. See “—Ranking and Subsidiary
Guarantees—Subordination of the Subsidiary Guarantees.” In addition, the obligations of any Additional Subsidiary
Guarantor will be contractually limited under its Additional Subsidiary Guarantee to reflect limitations under applicable law
with respect to maintenance of share capital applicable to such Additional Subsidiary Guarantor and its shareholders,
directors and general partner. Any Additional Subsidiary Guarantee shall be issued on substantially the same terms as the
Subsidiary Guarantees. For purposes of the Indenture and this “Description of the Notes,” references to the Subsidiary
Guarantees include references to any Additional Subsidiary Guarantees and references to the Subsidiary Guarantors include
references to any Additional Subsidiary Guarantors.
Releases
A Subsidiary Guarantee shall be released:
• upon the sale of all or substantially all the Capital Stock of the relevant Subsidiary Guarantor (other than Capital
Stock of iesy Hessen held by the Issuer) pursuant to an Enforcement Sale;
• upon the sale or other disposition (including through merger or consolidation but other than pursuant to an
Enforcement Sale) in compliance with the Indenture of the Capital Stock of the relevant Subsidiary Guarantor (or
any parent company of such Subsidiary Guarantor other than the Issuer or a Parent) following which such
Subsidiary Guarantor is no longer a Restricted Subsidiary; or
• the defeasance or discharge of the Notes as provided in “—Defeasance” or “—Satisfaction and Discharge,” in each
case in accordance with the terms and conditions of the Indenture.
In addition, if a Subsidiary Guarantor is redesignated as an Unrestricted Subsidiary in compliance with the covenant
entitled “—Certain Covenants—Limitation on Restricted Payments,” the relevant Subsidiary Guarantor will be released from
all its obligations under its Subsidiary Guarantee. An Additional Subsidiary Guarantee of an Additional Subsidiary Guarantor
may also be released at the option of the Issuer if at the date of such release there is no Indebtedness of such Additional
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