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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

For so long as the Notes

For so long as the Notes are listed on the Official List of the Irish Stock Exchange and to the extent that the rules of the Irish Stock Exchange require, the above information will also be made available in Dublin through the offices of the Paying Agent in Dublin. Merger and Consolidation None of the Issuer, New iesy or iesy Hessen will consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the Federal Republic of Germany or any other member state of the European Union on January 1, 2004, or the United States, any state of the United States, the District of Columbia or any territory thereof and the Successor Company (if not the Issuer, New iesy or iesy Hessen) will expressly assume, (a) by supplemental Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer, New iesy or iesy Hessen, as the case may be, under the Notes, the relevant Subsidiary Guarantee and the Indenture, as the case may be, and (b) all obligations of the Issuer, New iesy or iesy Hessen, as the case may be, under the Intercreditor Agreement, the Security Documents and any Proceeds Loan Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the Successor Company would be able to Incur at least an additional €1.00 of Indebtedness pursuant to the first paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness” or (b) the Consolidated Leverage Ratio would be lower than it was immediately prior to giving effect to such transactions; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental Indenture confirmed that its Subsidiary Guarantee shall apply to the Issuer’s obligations in respect of the Indenture and the Notes (or New iesy’s or iesy Hessen’s obligations in respect of the Indenture and its respective Subsidiary Guarantee, as the case may be) (unless such Subsidiary Guarantee shall be released in connection with the transaction and otherwise in compliance with the Indenture); and (5) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental Indenture (if any) comply with the Indenture. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, New iesy or iesy Hessen which properties and assets, if held by the Issuer, New iesy or iesy Hessen, respectively, instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer, New iesy or iesy Hessen, respectively, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer, New iesy or iesy Hessen, respectively. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer, New iesy or iesy Hessen, as the case may be, under the Indenture, the Notes and its Subsidiary Guarantee, as the case may be, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Indenture, the Notes or its Subsidiary Guarantee, as the case may be. Notwithstanding clauses (2) and (3) of the first paragraph of this covenant (which do not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or any Subsidiary Guarantor and (b) any Restricted Subsidiary which is not a Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding clause (3) of the first paragraph of this covenant (which does not apply to the transactions referred to in this sentence), the Issuer, New iesy or iesy Hessen may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, New iesy or iesy Hessen, respectively, reincorporating the Issuer, New iesy or iesy Hessen, respectively, in another jurisdiction, or changing the legal form of the Issuer, New iesy or iesy Hessen, respectively. In addition, the Issuer will not permit any Subsidiary Guarantor (other than New iesy or iesy Hessen) to consolidate with or merge with or into any Person (other than the Issuer or any Subsidiary Guarantor) unless (1) the resulting, surviving or transferee Person is organized and existing under the laws of the Federal Republic of Germany or any other member state 252

of the European Union on January 1, 2004, or the United States, any state of the United States, the District of Columbia or any territory thereof and such Person will expressly assume, (a) by supplemental Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under the applicable Subsidiary Guarantee and the Indenture and (b) all obligations of such Subsidiary Guarantor under the Intercreditor Agreement, the Share Pledges and any Proceeds Loan Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of any such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger and transfer and such supplemental Indenture (if any) comply with the Indenture. Notwithstanding clause (2) of the preceding sentence (which does not apply to transactions referred to in this sentence), in each case if a Subsidiary Guarantor is a Restricted Subsidiary immediately prior to such transaction, such Subsidiary Guarantor or any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Restricted Subsidiary or such Subsidiary Guarantor, as applicable; provided that, in the case of a Restricted Subsidiary that merges into such Subsidiary Guarantor, such Subsidiary Guarantor will not be required to comply with clause (3) of the preceding sentence. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person. Limitation on Lines of Business (a)(1) The Issuer shall not engage in any business activity or undertake any other activity, except any activity: (A) relating to the offering, sale, issuance and servicing of the Notes or other Indebtedness of the Issuer permitted under the Indenture or lending of or contributing the proceeds of the Notes pursuant to a Proceeds Loan Agreement or any such other Indebtedness to its Restricted Subsidiaries; (B) undertaken with the purpose of, and directly related to, fulfilling its obligations under the Notes and the Indenture or such other Indebtedness permitted under the Indenture; (C) undertaken in its capacity as a holding company of New iesy, iesy Hessen and other Subsidiaries and pursuant to any profit and loss sharing agreement (Organschaft) with any Restricted Subsidiaries); provided that, except as contemplated by any such sharing agreement and clauses (A) and (B), the Issuer will not incur any material liabilities; and (D) of the type undertaken as of the Issue Date. (2) The Issuer shall own directly or indirectly 100% of the issued and outstanding Capital Stock of iesy Hessen, excluding (A) treasury shares and (B) directors’ qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Issuer. (b) New iesy shall not engage in any business activity or undertake any other activity, except any activity: (1) of the type undertaken as of the Issue Date; (2) undertaken with the purpose of, and directly related to, lending or contributing the proceeds of the Notes or any other Indebtedness of the Issuer permitted under the Indenture to other Restricted Subsidiaries; and (3) undertaken with the purpose of, and directly related to, owning the Capital Stock of iesy Hessen, iesy GP and any other Subsidiary (including pursuant to any profit and loss sharing agreement (Organschaft) with the Issuer or any Restricted Subsidiary) and fulfilling its obligations under the Notes, its Subsidiary Guarantee, the Indenture or such other Indebtedness of the Issuer or other Restricted Subsidiaries permitted under the Indenture; provided that, except as contemplated by any such sharing agreement or clause (A) and with respect to the Notes, its Subsidiary Guarantee, the Indenture or such other Indebtedness, New iesy shall not incur any material liabilities. (c) Any direct or indirect Restricted Subsidiary who holds Capital Stock of iesy Hessen shall not engage in any business activity or undertake any other activity, except any activity undertaken with the purpose of, and directly related to, owning the Capital Stock of iesy Hessen and any other Subsidiary (including pursuant to any profit and loss sharing agreement (Organschaft) with the Issuer or any Restricted Subsidiary) and fulfilling its obligations under the Notes, its Subsidiary Guarantee, the Indenture or such other Indebtedness of the Issuer or other Restricted Subsidiaries permitted under the Indenture, provided that, except as contemplated by any such sharing agreement and with respect to the Notes, its 253

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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

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    Sales ish’s sales team is divided

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    The following chart illustrates ish

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    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

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    Other Significant Supply Agreements

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    ights themselves. As an exception,

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    Competition The cable television an

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    Introduction REGULATION German law

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    We assume that we will be deemed to

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    The Amendment provides that provisi

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    • Providers who had a dominant po

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    in the Munich office of Apax Partne

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  • Page 203 and 204: Gerard Tyler is ish’s Treasurer.
  • Page 205 and 206: CERTAIN RELATIONSHIPS AND RELATED P
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  • Page 211 and 212: period (unless the interest period
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  • 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 229 and 230: provisions described under “—De
  • Page 231 and 232: In addition, the Intercreditor Agre
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  • Page 241 and 242: description of this covenant and no
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  • 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 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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  • 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
  • Page 279 and 280: (15) Permitted Collateral Liens; (1
  • Page 281 and 282: (5) in the case of Apollo and Golde
  • Page 283 and 284: service level agreement as replaced
  • Page 285 and 286: “Unrestricted Subsidiary” means
  • Page 287 and 288: The Issuer and the Trustee and thei
  • Page 289 and 290: Secondary Market Trading The Book-E
  • Page 291 and 292: to trade tax. The taxable gain from
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  • Page 295 and 296: (c) for so long as the Notes are el
  • Page 297 and 298: PLAN OF DISTRIBUTION We, the Subsid
  • Page 299 and 300: LEGAL MATTERS Certain legal matters
  • Page 301 and 302: 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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