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5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

(5) expenses incurred by

(5) expenses incurred by any Parent in connection with any Public Offering or other sale of Capital Stock or Indebtedness (x) where the net proceeds of such Public Offering or sale are received by or contributed to the Issuer or a Restricted Subsidiary, (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds so received or contributed, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Issuer or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed. “Pari Passu Indebtedness” means (1) Senior Indebtedness of the Issuer; (2) Indebtedness of any Finance Subsidiary which is Guaranteed by the Issuer, if such Guarantee ranks pari passu in right of payment to the Notes; and (3) Subsidiary Guarantor Senior Subordinated Indebtedness. “Paying Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Issuer. “Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any such exchange must be for assets of comparable market value, as determined in good faith by the Issuer, which in the event of an exchange of assets with a fair market value in excess of (1) €10.0 million shall be evidenced by an Officer’s Certificate of the Issuer and (2) €20.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Issuer; provided, further, that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.” “Permitted Collateral Liens” means (x) Liens on the Collateral arising by operation of law that are described in one or more of clauses (3), (4) and (9) of the definition of “Permitted Liens” and that, in each case, would not materially interfere with the ability of the Security Trustee to enforce the Security Interest in the Collateral and (y) Liens on the Collateral to secure (1) any Additional Notes, (2) Indebtedness of the Issuer or a Restricted Subsidiary that is permitted to be Incurred under the first paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness” or clauses (1), (2) (in the case of (2), to the extent such Guarantee is in respect of Indebtedness otherwise permitted to be secured and specified in this definition of Permitted Collateral Liens), (6) (in the case of (6), to the extent such Indebtedness is Incurred under any such other paragraph or clause referred to in the preceding part of this clause (2)), (7) (other than with respect to Capitalized Lease Obligations) or (11) of the second paragraph of the covenant described under “—Certain Covenants— Limitation on Indebtedness” and (3) any Refinancing Indebtedness in respect of Indebtedness referred to in the foregoing clause (1) or (2); provided, however, that such Lien ranks (a) equal to all other Liens on such Collateral securing Senior Indebtedness of the Issuer or such Restricted Subsidiary, as applicable, if such Indebtedness is Senior Indebtedness of the Issuer or such Restricted Subsidiary, as applicable (except that (i) a Lien in favor of Senior Indebtedness (“Refinancing Senior Debt”) need not rank equally with Liens in favor of other Senior Indebtedness, if such Refinancing Senior Debt was incurred to refinance Indebtedness described in this clause (a) and (ii) lenders under any Credit Facility may provide for an ordering of payments under the various tranches of that Credit Facility), (b) equal to all other Liens on such Collateral securing Subsidiary Guarantor Senior Subordinated Indebtedness, if such Indebtedness is Subsidiary Guarantor Senior Subordinated Indebtedness or (c) junior to the Liens securing the Notes or the Subsidiary Guarantees. “Permitted Holders” means, collectively, (1) Apollo, GoldenTree, BC Partners and any one or more Persons whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture, (2) any Affiliate or Related Person of any Permitted Holder described in the preceding clause (1) or any successor thereto or any Affiliate of such Person or such successor, and any successor to any such Permitted Holder, Affiliate or Related Person and (3) any Person who is acting as an underwriter in connection with a public or private offering of Capital Stock of any Parent or the Issuer, acting in such capacity. “Permitted Investments” means (in each case, by the Issuer or any of its Restricted Subsidiaries): (1) Investments in a Restricted Subsidiary or the Issuer or a Person that is engaged in any Similar Business and such Person will, upon the making of such Investment, become a Restricted Subsidiary; 276

(2) Investments in another Person if such Person is engaged in any Similar Business and, as a result of such Investment, such other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Issuer or a Restricted Subsidiary; (3) Investments in cash, Cash Equivalents or Investment Grade Securities; (4) Investments in receivables owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (5) Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (6) Management Advances; (7) Investments in Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor; (8) Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition, in each case, that was made in compliance with “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock;” (9) Investments in existence on, or made pursuant to legally binding commitments in existence on, the Issue Date; (10) Currency Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with “—Certain Covenants—Limitation on Indebtedness;” (11) Investments, taken together with all other Investments made pursuant to this clause (11) and at any time outstanding, in an aggregate amount at the time of such Investment not to exceed the greater of €35.0 million and 25% of Consolidated EBITDA for the most recently completed fiscal year for which internal financial statements of the Issuer are available, provided that, if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to the covenant described under “—Certain Covenants—Limitation on Restricted Payments,” such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted Investments” and not this clause; (12) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under the covenant described under “—Certain Covenants—Limitation on Liens;” (13) Investments in the Notes; and (14) any Investment to the extent made using Capital Stock of the Issuer (other than Disqualified Stock or Designated Preference Shares), Subordinated Shareholder Funding or Capital Stock of any Parent as consideration. “Permitted Liens” means, with respect to any Person: (1) (x) (i) Liens securing Senior Indebtedness, (ii) Subsidiary Guarantor Senior Indebtedness, or (iii) Bank Indebtedness of any Restricted Subsidiary which is not a Subsidiary Guarantor (other than, in the case of any such clause, any such Liens granted by the Issuer or any Restricted Subsidiary directly or indirectly holding iesy Hessen’s Capital Stock) and (y) Liens on assets or property of a Restricted Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor; (2) pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, judgment, appeal or performance bonds (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary course of business; 277

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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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    Marketing for Germany and Austria,

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    Gerard Tyler is ish’s Treasurer.

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    CERTAIN RELATIONSHIPS AND RELATED P

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    Beneficial Ownership The following

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    DESCRIPTION OF OTHER INDEBTEDNESS T

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    period (unless the interest period

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    Subordinated Bridge Facility In con

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    • the ability of the Obligors (ot

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    owed by the Insolvent Obligor will

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    DESCRIPTION OF THE NOTES The Issuer

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    in London, the Bank of New York, Ne

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    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 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
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  • 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
  • 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: “Nationally Recognized Statistica
  • 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
  • Page 293 and 294: date). A U.S. Holder’s adjusted t
  • 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
  • Page 303 and 304: Listing LISTING AND GENERAL INFORMA
  • Page 305 and 306: INDEX TO FINANCIAL STATEMENTS iesy
  • Page 307 and 308: Assets iesy Hessen GmbH & Co. KG, W
  • Page 309 and 310: I. Application of Legal Provisions
  • Page 311 and 312: III. Explanation of Balance Sheet a
  • Page 313 and 314: Last year’s extraordinary expense
  • Page 315 and 316: INDEPENDENT AUDITORS’ REPORT We h
  • Page 317 and 318: iesy Repository GmbH, Hamburg AMEND
  • Page 319 and 320: and remaining useful life for the i
  • Page 321 and 322: The movements in consolidated equit
  • Page 323 and 324: iesy Repository GmbH, Hamburg AMEND
  • Page 325 and 326: 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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