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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

The Indenture will

The Indenture will permit or require the Trustee to enter into Additional Intercreditor Agreements, which may have terms that are different from those described below with respect to the Intercreditor Agreement. Subordination on the Basis of the Intercreditor Agreement. In general: • the creditors under the Senior Credit Facilities (including, for purposes of the Intercreditor Agreement as described in this “Description of the Notes”, related hedging, security and other documents) will be entitled, pursuant to the terms of the Intercreditor Agreement, to payment in full of all amounts outstanding under the Senior Credit Facilities before the Holders would be entitled to payments under a Subsidiary Guarantee of any Subsidiary Guarantor; and • the Trustee and the Holders will be required, pursuant to the terms of the Intercreditor Agreement, to hold on trust and turn over any amounts they receive in respect of a Subsidiary Guarantee to the security agent under the Senior Credit Facilities until all obligations outstanding under the Senior Credit Facilities are paid in full; provided, however, that the Trustee shall only be required to turn over any amount if (i) it has actual knowledge that such receipt or recovery is required to be turned over and (ii) it has not distributed any amount so received or recovered to Holders in accordance with the Indenture. The Security Trustee will be directed to apply such amounts in the manner described under “Description of Other Indebtedness—Intercreditor Agreement—Turnover.” In addition, to the extent that a Subsidiary Guarantor Incurs (a) additional Subsidiary Guarantor Senior Indebtedness, such Subsidiary Guarantor Senior Indebtedness will be entitled to similar ranking in right of payment to such Subsidiary Guarantor’s Subsidiary Guarantee and may also have the benefit of an Additional Intercreditor Agreement giving effect to such seniority and (b) additional Subsidiary Guarantor Senior Subordinated Indebtedness, such Subsidiary Guarantor Senior Subordinated Indebtedness will rank equal in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee and may also have the benefit of an Additional Intercreditor Agreement giving effect to such ranking. Turnover and Application of Proceeds Under the Intercreditor Agreement. If, at any time when any Subsidiary Guarantor Senior Indebtedness or Subsidiary Guarantor Senior Subordinated Indebtedness is or may be outstanding, the Trustee or any Holder receives or recovers (a) any payment or distribution of, or on account of or in relation to, any liabilities under the Subsidiary Guarantees which is not permitted by the Intercreditor Agreement, (b) any amount by way of set-off in respect of any of such liabilities which does not give effect to a payment permitted by the Intercreditor Agreement, (c) the proceeds of any enforcement of the Security Documents, except in accordance with the provisions of the Intercreditor Agreement relating to the application of proceeds received by the Security Trustee, or (d) any distribution in cash or in kind made as a result of the occurrence of certain events of insolvency in respect of any obligor under the Senior Credit Facilities, the Trustee or such Holder, as the case may be, will hold that amount on trust for the benefit of the Security Trustee and promptly pay that amount to the Security Trustee (or, in certain circumstances, pay an amount equal to that receipt or recovery to the Security Trustee), in each case, to be held on trust by the Security Trustee for application in accordance with the order of priority specified in the Intercreditor Agreement; provided, however, that the Trustee shall only be required to turn over any amount if (x) it has actual knowledge that such receipt or recovery is required to be turned over and (y) it has not distributed any amount so received or recovered to Holders in accordance with the Indenture. This order of priority requires that all obligations under the Senior Credit Facilities be fully discharged before any amounts may be distributed in respect of the Notes or the Subsidiary Guarantees and further provides that, following the full discharge of obligations under the Senior Credit Facilities and Holders share in any amounts which are subject to the Intercreditor Agreement on a pari passu basis. See “Description of Other Indebtedness—Intercreditor Agreement.” In addition, the terms of future Subsidiary Guarantor Senior Indebtedness may require similar turnover provisions in favor of such Subsidiary Guarantor Senior Indebtedness, which may be entered into without the consent of the Trustee or the Holders pursuant to the provisions described under “—Certain Covenants—Additional Intercreditor Agreements” and to the extent permitted under the covenants described under “—Certain Covenants—Limitation on Indebtedness” and “—Certain Covenants—Impairment of Security Interest.” In such case, the relevant Representative of such Subsidiary Guarantor Senior Indebtedness would be able to require that amounts that would otherwise have been paid to the Trustee or the Holders be paid instead to such Representative of, or the lenders under, such Subsidiary Guarantor Senior Indebtedness. Because of the foregoing subordination provisions, it is likely that holders of Subsidiary Guarantor Senior Indebtedness and other creditors (including trade creditors) of a Subsidiary Guarantor will recover disproportionately more than the Holders recover in insolvency proceedings or a similar proceeding relating to such Subsidiary Guarantor. In any such case, there may be insufficient assets, or no assets, remaining to pay the principal of or interest on the Notes. Payments by the Issuer from the money or the proceeds of European Government Obligations held in any defeasance trust pursuant to the 228

provisions described under “—Defeasance” will generally not be subject to the subordination provisions described above. However, the terms of the Senior Credit Facilities and the Intercreditor Agreement would generally prevent the establishment of any such defeasance trust without the consent of the lenders under the Senior Credit Facilities. Please see the sections entitled “Risk Factors—Risks Relating to Our Indebtedness and Our Structure” and “Description of Other Indebtedness.” Security General The obligations of the Issuer under the Notes and the Indenture will be secured by a third-priority security interest in the Capital Stock in New iesy, iesy Hessen and iesy GP (collectively, the “Share Collateral”) created by pledge agreements (the “Share Pledges”) entered into among, inter alia, the Issuer, New iesy, iesy GP, the Trustee and the Security Trustee, as applicable. The Share Collateral has also been pledged on a second-priority basis for the benefit of the holders of the Existing Notes and the beneficiaries of such Share Pledges in respect of the Notes and the Existing Notes will agree pursuant to the Intercreditor Agreement to benefit equally from such Share Pledges on a second-priority basis. See “Description of Other Indebtedness—Intercreditor Agreement” and “Risk Factors—Risks Relating to the Notes, the Subsidiary Guarantees and the Security—You may not be able to enforce, or recover any amounts due under, the Subsidiary Guarantees or the Security due to subordination provisions, restrictions on enforcement and releases.” The Issuer will also grant a second-priority security interest in its rights under the Proceeds Loan to secure the Notes (the “Loan Collateral”) pursuant to a proceeds loan pledge agreement (the “Proceeds Loan Pledge”) entered into among, inter alia, the Issuer, iesy Hessen, the Trustee and the Security Trustee. Pursuant to the Proceeds Loan Pledge, the Issuer will also grant a security interest in the Loan Collateral to secure its obligations under the Existing Notes on a second-priority basis, and the beneficiaries of such security interests in respect of the Notes and the Existing Notes will benefit equally from such Loan Collateral on a second-priority basis. The Holders of the Notes will also benefit from a third-priority security interest in the Issuer’s rights under the proceeds loan made in respect of the Existing Notes, and the beneficiaries of such security interests in respect of the Notes and the Existing Notes will agree to benefit equally from such security interests on a secondpriority basis (collectively with the Loan Collateral and the Share Collateral, the “Collateral”) pursuant to a proceeds loan pledge (collectively with the Proceeds Loan Pledge and the Share Pledges, the “Security Documents”) entered into among, inter alia, the Issuer, iesy Hessen, the Trustee and the Security Trustee. See “Description of Other Indebtedness— Intercreditor Agreement” and “Risk Factors—Risks Relating to the Notes, the Subsidiary Guarantees and the Security—You may not be able to enforce, or recover any amounts due under, the Subsidiary Guarantees or the Security due to subordination provisions, restrictions on enforcement and releases.” Any other additional security interests in Capital Stock that may in the future be pledged to secure obligations under the Notes and the Indenture would also constitute Share Collateral and would be created under share pledge agreements that would constitute Share Pledges. Subject to certain conditions, including compliance with the covenant described under “—Certain Covenants— Impairment of Security Interest,” the Issuer is permitted to pledge the Collateral in connection with future issuances of its Indebtedness, including any Additional Notes, or Indebtedness of its Restricted Subsidiaries, in each case permitted under the Indenture and on terms consistent with the relative priority of such Indebtedness. In addition to the release provisions described below, the Security Interest (as defined below) will cease to exist by operation of law or will be released upon 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. Priority The relative priority between (a) the lenders under the Senior Credit Facilities (b) the holders of the Existing Notes and (c) the Trustee and the Holders under the Indenture with respect to the security interest in the Collateral that is created by the Security Documents and secures obligations under the Notes or the Subsidiary Guarantees and the Indenture (the “Security Interest”) is established by the terms of the Intercreditor Agreement, the Indenture, the Security Documents, and the security documents relating to the Senior Credit Facilities, which provide that: (i) the obligations under the Senior Credit Facilities are secured by a first-priority interest in the Collateral; and (ii) the obligations under the Existing Notes, the Notes, the Subsidiary Guarantees and the Indenture will be secured equally and ratably by a second-priority interest in the Collateral (on a contractual basis, but not in rem (nicht mit dinglicher Wirkung) under the Intercreditor Agreement). 229

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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

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    y the new fiber system. See “Oper

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    part of settling arbitration procee

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    Business of ish Products and Servic

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    ish’s Current Basic Cable Televis

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    In addition to the monthly subscrip

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    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 and 216: • the ability of the Obligors (ot
  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
  • Page 221 and 222: in London, the Bank of New York, Ne
  • Page 223 and 224: Issuer have agreed that iesy Hessen
  • Page 225 and 226: Subsidiary Guarantor outstanding wh
  • Page 227: the amount of their secured claim.
  • 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
  • Page 239 and 240: time outstanding not exceeding (i)
  • 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
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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
  • Page 267 and 268: Consolidated Net Income (excluding
  • Page 269 and 270: (9) the impact of capitalized inter
  • Page 271 and 272: “Exchange Act” means the U.S. S
  • Page 273 and 274: (iii) for the avoidance of doubt, a
  • Page 275 and 276: “Nationally Recognized Statistica
  • Page 277 and 278: (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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