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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Lease of space for

Lease of space for broadband cable technology Term Sheet Service Duration Energy for broadband Equipment Lease of space of DTAG’s premises which are used for broadband equipment such as transmission equipment, satellite receivers, antennas, AMTV directive radio technology and other equipment. Purchase of electrical power from DTAG required for the operation of our network equipment. Unlimited The aggregate amount was €3.3 million for the year ended December With respect to installations not rented under Term Sheet 4: unlimited; with respect to installations rented under Term Sheet 4: the term follows the term of Term Sheet 4. 164 Approximate annual cost (based on 2003 figures, unless otherwise stated) Termination rights 31, 2004; fixed fee until December 31, 2004; after an adjustment on the basis of a mutual review of the leased areas actually in use, no longer a fixed fee, but remuneration equals the payments made by DTAG to its landlord plus a handling fee of 5%. As of January 2003, antenna space is charged at 85% of the amount DTAG pays to a third party. This will be taken into consideration in the mutual review. €2.2 million per calendar year for the years 2003 and 2004; fixed fee until December 31, 2004; after an adjustment on the basis of a mutual review of the energy installations actually in use, no longer a fixed fee, but remuneration equals the payments made by DTAG to its supplier plus a handling fee of 5%. iesy can terminate the Term Sheet upon 24 months notice to the end of a calendar year. iesy can also terminate the Term Sheet partially for certain locations upon 24 months notice to the end of each calendar month. DTAG cannot terminate the Term Sheet unless for good cause (wichtiger Grund). DTAG can cease to operate the premises but only to a limited extent and only upon a notice period of 12 to 18 months. The termination of the rental of the spaces for network equipment automatically terminates the corresponding power supply; any separate termination of power supply for installation rented under Term Sheet 4 is prohibited. For power supply to other installations, iesy can terminate upon six months notice to the end of a calendar month (also partially for individual locations upon six months notice period) and DTAG can terminate upon 24 months notice to the end of a calendar month. Under the SLAs, iesy leased the Diamant fiber optical transmission system, serving 56.2% of iesy’s total subscribers in Frankfurt and southern Hesse. Furthermore, iesy operated AMTV radio links and for this operation leased space and purchased energy from DTAG under the SLAs. iesy is replacing both technologies with newer technology, which should allow an easier upgrade to a capacity of 630 MHz and which should also allow iesy to reduce operating costs. As a consequence in October 2004, iesy gave notice to DTAG to partially terminate Term Sheet 4 (Lease of spaces for broadband cable technology) and Term Sheet 5 (Energy for broadband equipment) in respect of several microwave (AMTV) stations located in DTAG locations and towers. In December 2004, iesy cancelled the remainder of the microwave stations and several receiving stations which will be replaced

y the new fiber system. See “Operating and Financial Review and Prospects of iesy—Factors Affecting Our Results of Operations—Cost of materials and services”. Furthermore, in March 2005, iesy and DTAG entered into the BRN-iesy agreement under which DTAG installs, makes available and operates a uni-directional fixed-line broadband and broadcasting distribution network in the 630 MHz spectrum. Pursuant to this agreement the existing technology will be replaced by new optical fiber lines with a capacity of 630 MHz. The BRN-iesy agreement may be terminated, without payment of a termination fee, on or after December 31, 2015 with a notice period of 12 months. Any earlier termination of the agreement requires the payment of a termination fee. The remuneration for the new network amounts to €2.4 million per year. In April/May 2005, iesy entered into an amendment agreement to the SLAs with DTAG. In this amendment, the parties changed the financing clause of the framework agreement of the SLAs, renegotiated the specific service level agreements concluded under the Term Sheets and settled different open issues. Under this amendment iesy has to make settlement payments of €604.000. Other Significant Supply Agreements MSG MSG has entered into service agreements with iesy under which MSG provides digital playout services for iesy’s foreign-language and English language programming packages, such as reception, decoding, multiplexing, encryption, uplinking and smart card management, as well as contract management for analog carriage agreements. MSG currently also provides some of these services to the networks of the three other Level 3 operators: ish, KBW and KDG. In addition, iesy has rented in total five channels to MSG (S 27-31) to enable MSG to provide feed-in services in iesy’s network to Premiere. The services provided are defined in separate Term Sheets and a service agreement for digital signal processing. Term Sheet 1 relates to the installation and operation of MSG’s digital playout facility and the allocation of costs and revenues for the distribution of the programs over this facility. Term Sheet 1 originally provided for termination on February 1, 2009 with a renewal period of three years, unless it is terminated with prior notice of one year. With respect to services related to the distribution of Premiere, Term Sheet 1 terminates on December 31, 2007. iesy agreed with MSG in a settlement agreement dated August 2, 2004 to renegotiate Term Sheet 1 in its entirety. As the renegotiations were not completed by March 31, 2005, both parties had the right to terminate Term Sheet 1 with six months’ notice. However, this termination right does not apply to the services related to the distribution of Premiere. MSG has given notice to terminate Term Sheet 1, except for the Premiere services, with effect from September 30, 2005. As of this date, MSG will therefore no longer offer digital platform services to iesy under this Term Sheet except for the distribution of Premiere. The English language program services provided under the service agreement for digital signal processing remain unaffected. Term Sheet 4 relates to contract management for the analog feed-in agreements. Term Sheet 4 has an indefinite term. It can be terminated by either party at the end of each year with six months’ notice. DTAG has currently terminated several nationwide carriage agreements administered under Term Sheet 4, with effect from December 31, 2005 and has announced its intention to terminate several others by the end of 2006. As a consequence of such termination, these agreements would no longer be administered under this Term Sheet and the scope of services rendered under this Term Sheet would therefore be largely reduced. In this event, iesy intends to enter into direct regional carriage agreements with the relevant broadcasters. See “—Products and Services—Basic Cable Television—iesy’s Basic Cable Carriage Fees” and “—Products and Services— Premium Cable Television—iesy’s Premium Cable Carriage Fees.” With respect to the digital platform services required for the distribution of the English language programming package iesy and MSG had already concluded in July 2004 a letter of intent and both parties are currently negotiating a long form agreement. The letter of intent does not cover certain services previously provided under Term Sheet 1 such as smart card management. iesy expects these services to be covered by a conditional access/smart card management agreement that is currently being negotiated with MSG. Furthermore, iesy, MSG and all other regional cable operators have entered into an agreement under which MSG renders certain services of the digital platform related to the distribution of the foreign-language programming package in addition to the services provided under Term Sheet 1. This agreement expired on December 31, 2004, but has been prolonged for the purpose of the currently ongoing renegotiations of the digital platform services related to the foreign language package. iesy expects the new agreement to cover all digital platform services required by it for the operation of its foreignlanguage package. 165

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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

  • Page 113 and 114: In addition, ish markets pay-per-vi
  • Page 115 and 116: Cost of Materials and Services Cost
  • Page 117 and 118: For accounting purposes, ish treats
  • Page 119 and 120: Subscribers ish classifies its cust
  • Page 121 and 122: Competition ish faces significant c
  • Page 123 and 124: This decrease was primarily due to
  • Page 125 and 126: Net Loss Net loss was €17.9 milli
  • Page 127 and 128: Pension Obligations As of March 31,
  • Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
  • Page 131 and 132: estructuring liabilities, while 200
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: International Financial Reporting S
  • Page 137 and 138: Content Providers Basic Television
  • Page 139 and 140: Digital Home” and PrimaCom offers
  • Page 141 and 142: [GRAPHIC] [GRAPHIC] Level 4 is the
  • Page 143 and 144: shared access basis. In this case,
  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
  • Page 157 and 158: amounted to €8.0 million or 5.9%
  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163: Term Sheet Service Duration Offer o
  • Page 167 and 168: part of settling arbitration procee
  • Page 169 and 170: Business of ish Products and Servic
  • Page 171 and 172: ish’s Current Basic Cable Televis
  • Page 173 and 174: In addition to the monthly subscrip
  • Page 175 and 176: 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
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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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    circumstances referred to above exi

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    that it has unconditionally exercis

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    time outstanding not exceeding (i)

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    description of this covenant and no

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    Date of any Indebtedness that has b

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    (13) Investments in an aggregate am

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    supplement or other modification) t

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    (1) the assumption by the transfere

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    Reports Whether or not required by

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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (6) an Officer’s Certificate stat

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    calculated based on the relevant cu

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    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

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    (9) the impact of capitalized inter

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    “Exchange Act” means the U.S. S

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    (iii) for the avoidance of doubt, a

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    “Nationally Recognized Statistica

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    (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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