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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

General BOOK-ENTRY,

General BOOK-ENTRY, DELIVERY AND FORM Each series of Notes sold within the United States to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act will be represented by a global note in registered form without interest coupons attached (the “Rule 144A Global Notes”). The Rule 144A Global Notes representing dollar notes will be deposited with The Bank of New York as custodian for the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. The Rule 144A Global Note representing euro notes will be deposited with The Bank of New York as common depositary (the “Common Depositary”) and registered in the name of the nominee of the common depository for the accounts of Euroclear and Clearstream. Each series of Notes sold outside the United States in reliance on Regulation S under the U.S. Securities Act will be represented by a temporary global note in registered form without interest coupons attached (the “Temporary Regulation S Global Notes”). The Regulation S Global Note representing dollar notes will be deposited with The Bank of New York as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. The Regulation S Global Note representing euro notes will be deposited with the common depositary and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream. Beneficial ownership interests in the Temporary Regulation S Global Notes representing euro notes may be exchanged for interests in the Rule 144A Global Notes, a permanent euro Regulation S global note (the “Permanent Euro Regulation S Global Notes”) or a Definitive Registered Note only after the 40th day after the issuance of the Notes, and then only (i) upon certification in form reasonably satisfactory to the Transfer Agent that the beneficial ownership interests in such Permanent Euro Regulation S Global Note are owned by or being transferred to either non-U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for a Definitive Registered Note, in compliance with the requirements described under “—Transfers.” Beneficial ownership interests in the Temporary Regulation S Global Notes representing dollar notes will be automatically exchanged for interests in permanent dollar Regulation S global notes (the “Permanent Dollar Regulation S Global Notes”, and together with the Permanent Euro Regulation S Global Notes and the Temporary Regulation S Global Notes, the “Regulation S Global Notes”, and, together with the Rule 144A Global Notes, the “Global Notes”) after the 40th day of the initial issuance of the Notes. In the event that Additional Notes are issued pursuant to the terms of the indenture, the Issuer may, in its sole discretion, cause some or all of such Additional Notes, if any, to be issued in the form of one or more Global Notes (the “Additional Global Notes”) and, in the case of Additional Notes denominated in U.S. dollars and offered and sold within the United States to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act, registered in the name of and deposited with Cede & Co., as nominee of DTC, or in the case of Additional Notes denominated in euro or in U.S. dollars and sold outside the United States in reliance on Regulation S under the U.S. Securities Act, registered in the name of and deposited with the nominee of the Common Depositary for Euroclear and/or Clearstream. Ownership of beneficial interests in each Rule 144A Global Note (“Restricted Book-Entry Interests”) and ownership of interests in each Regulation S Global Note (the “Unrestricted Book-Entry Interests”) and ownership of interests in each Additional Global Note (the Additional Notes Book-Entry Interests and, together with the Restricted Book-Entry Interests and the Unrestricted Book-Entry Interests, the “Book-Entry Interests”) will be limited to persons that have accounts with the relevant Depositary or persons that may hold interests through such participants. Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the relevant Depositary and their participants. As used in this section, “Depositary” means, with respect to the Global Notes and the Additional Global Notes, if any, DTC, Euroclear and/or Clearstream, as applicable. The Book-Entry Interests will not be held in definitive form. Instead, the relevant Depositary will credit on its bookentry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge or grant any other security interest in Book-Entry Interests. In addition, while the notes are in global form, “holders” of Book-Entry Interests may not be considered the owners or “holders” of notes for purposes of the indenture. So long as the notes and the Additional Notes are held in global form, DTC, Euroclear and/or Clearstream, as applicable (or their respective nominees), may be considered the sole holders of Global Notes for all purposes under the indenture. As such, participants must rely on the procedures of DTC, Euroclear and/or Clearstream, and indirect participants must rely on the procedures of DTC, Euroclear, Clearstream and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders under the indenture. 286

The Issuer and the Trustee and their respective agents will not have any responsibility or be liable for any aspect of the records relating to the Book-Entry Interests. Issuance of Definitive Registered Notes Under the terms of the Indenture, owners of Book-Entry Interests will not receive definitive notes in registered form (“Definitive Registered Notes”) in exchange for their Book-Entry Interests unless (a) the Issuer has consented thereto in writing, or such transfer or exchange is made pursuant to one of clauses (i), (ii) or (iii) of this paragraph and (b) such transfer or exchange is in accordance with the applicable rules and procedures of the relevant Depositary and the applicable provisions of the Indenture. Subject to applicable provisions of the Indenture, Definitive Registered Notes shall be transferred to all owners of Book-Entry Interests in the relevant Global Note: (i) if the Issuer notifies the Trustee in writing that the Depositary is unwilling or unable to continue to act as depositary and the Issuer does not appoint a successor depositary within 120 days; (ii) if any Depositary so requests if an event of default under the Indenture has occurred and is continuing; or (iii) if the Issuer, at its option, notifies the Trustee in writing that it elects to issue Definitive Registered Notes under the Indenture. In such an event, Definitive Registered Notes will be issued and registered in the name or names and issued in any approved denominations, requested by or on behalf of the relevant Depositary, as applicable (in accordance with its customary procedures and certain certification requirements and based upon directions received from participants reflecting the beneficial ownership of the Book-Entry Interests), and such Definitive Registered Notes will bear the restrictive legend referred to in “Notice to Investors”, unless that legend is not required by the Indenture or applicable law. Payment of principal of, and premium, if any, and interest on the Notes shall be payable at the place of payment designated by the Issuer pursuant to the Indenture, provided, however, that at the Issuer’s option, payment of interest on a Note may be made by check mailed to the person entitled thereto to such address as shall appear on the note register. Redemption of the Global Notes In the event any Global Note, or any portion thereof, is redeemed, the relevant Depositary will distribute the amount received by it in respect of the Global Note so redeemed to the holders of the Book-Entry Interests in such Global Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by the relevant Depositary in connection with the redemption of such Global Note (or any portion thereof). We understand that under existing practices of DTC, Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, DTC, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interest of less than €50,000 in principal amount, in the case of the euro notes, or less than $75,000 in principal amount, in the case of the dollar notes, may be redeemed in part. Payments on Global Notes Payments of any amounts owing in respect of the Global Notes (including principal, premium, interest and Additional Amounts) will be made by the Issuer in euros, in the case of the euro notes, or U.S. dollars, in the case of the dollar notes, to the paying agents under the Indenture. The paying agents will, in turn, make such payments to the relevant Depositary or its nominee, as the case may be, which will distribute such payments to their respective participants in accordance with their respective procedures. Under the terms of the Indenture, the Issuer, the Trustee and the paying agents will treat the registered holder of the Global Notes as the owner thereof for the purpose of receiving payments and other purposes under the Indenture. Consequently, the Issuer, the Trustee and the paying agents and their respective agents have not and will not have any responsibility or liability for: • any aspect of the records of any Depositary or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest, for any such payments made by any Depositary or any participant or indirect participants, or maintaining, supervising or reviewing the records of any Depositary or any participant or indirect participant relating to or payments made on account of a Book-Entry Interest; or • any Depositary or any participant or indirect participant. 287

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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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    Subsidiary Guarantor outstanding wh

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    the amount of their secured claim.

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    provisions described under “—De

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    In addition, the Intercreditor Agre

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    Euro Note to and including February

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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 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
  • 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: “Unrestricted Subsidiary” means
  • 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
  • Page 327 and 328: I. Basis of Presentation The consol
  • Page 329 and 330: V. Explanations to Material Items o
  • Page 331 and 332: Network infrastructure, rental, lea
  • Page 333 and 334: iesy Repository GmbH, Hamburg UNAUD
  • Page 335 and 336: 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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