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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

default is continuing or

default is continuing or would occur as a result of that drawdown and (ii) certain representations and warranties specified in the Senior Credit Agreement are true and accurate. Repayments Borrowings under Facility A must be repaid in semi-annual installments before repayment in full on the Final Maturity Date for Facility A. Borrowings under the Facility B and Facility C Term Facilities must be repaid in installments by making a payment on each anniversary of the original drawdown date up to and including the seventh anniversary thereof (in respect of Facility B) and the eighth anniversary thereof (in respect of Facility C) of amounts which reduce the outstanding aggregate amount of each such Term Facility by amounts equal to one percentage of the balance then outstanding. Any remaining outstanding borrowings under each such Term Facility must be repaid in two equal installments to be paid on the date that is six months prior to the Final Maturity Date applicable to that facility and on the Final Maturity Date applicable to that facility in respect thereof. Borrowings under the Term Facilities may not be re-borrowed once repaid. iesy Hessen, or any other Borrower validly acceding to the Senior Credit Agreement, will be permitted to make up to a specified number of drawdowns under the Revolving Facility, which may be made for terms of, at iesy Hessen’s election, one, two, three or six months or, with the syndicated lenders’ consent, such other term as agreed, but not beyond the Final Maturity Date of the Revolving Facility. Drawdowns under the Revolving Facility must be repaid at the end of the term for each drawdown, and repaid amounts may be re-borrowed prior to the Final Maturity Date. Prepayments iesy Hessen will be required under the terms of the Senior Credit Agreement to prepay any outstanding amounts drawn down under the Term Facilities and, after repayment of the Term Facilities in full, the Revolving Facility as follows: (a) with the aggregate net proceeds from certain asset disposals that are not reinvested in the business within 12 months of receipt, to the extent they exceed €5.0 million (in aggregate) in any financial year; (b) with the proceeds of any insurance proceeds not reinvested within 12 months to the extent such proceeds exceed €1 million (in the aggregate); (c) with the proceeds of any issuance of capital market debt instrument or any other form of debt financing by iesy Hessen or any of its subsidiaries except for certain permitted indebtedness; (d) in an amount equal to 50% of the net proceeds received by any holding company of iesy Hessen, or any member of iesy Hessen’s group of companies as a result of a public offer or listing or admission to trading on any stock exchange of any equity securities of iesy Hessen or any member of iesy Hessen’s group (unless a certain consolidated leverage ratio is met); (e) with, depending on the consolidated leverage ratio, a certain percentage (between 25-50%) of the surplus cash generated by iesy Hessen and its subsidiaries in each financial year; and (f) with the aggregate net proceeds from warranty and report claims that are not reinvested in the business within 12 months of receipt. No mandatory prepayment will be required by iesy Hessen or the Borrowers under (a), (b) or (e) above if, for the six month period ending on the date iesy Hessen or a Borrower would be otherwise required to make such mandatory prepayment, iesy Hessen has achieved and maintained external credit ratings of a minimum of BBB- from Standard & Poor’s Investors Ratings Services and Baa3 from Moody’s Investors Service, Inc. (with, in each case, a stable outlook or better). If there is any change of control or sale of substantially all of the business or assets of iesy Hessen or any member of the iesy Hessen group of companies, or there is any Change of Control Triggering Event (as defined in “Description of the Notes”), iesy Hessen will be required to immediately prepay the Senior Credit Facilities in full. However, under the Senior Credit Agreement, a change of control will not result from a sale to (1) Apollo, GoldenTree or any funds advised, managed or controlled by Apollo, (2) certain cable operators, (3) certain pre-approved equity funds, (4) certain FSA regulated investment funds, (5) certain trade buyers and (6) any other approved buyers. Interest Rates and Fees The interest rate on each loan under the Senior Credit Facilities for each interest period is the percentage rate per annum, which is equal to the aggregate of the applicable (x) margin (see below), (y) EURIBOR and (z) any mandatory cost (which is the cost of compliance with reserve asset, liquidity, cash margin, special deposit or other like requirements). Interest accrues daily from and including the first day of an interest period and is payable on the last day of each interest 210

period (unless the interest period is longer than six months, in which case interest is payable on the last day of each six-month period) and is calculated on the basis of a 360-day year. The margins for the Term Facilities and the Revolving Facility will be as follows: Facility Margin (%) Facility A 2.25 Facility B 2.75 Facility C 3.25 Revolving Facility 2.25 There is a margin adjustment mechanism in relation to the margin applicable to Facility A and the Revolving Facility that can be triggered at any time falling 12 months after the date of drawdown under the Senior Credit Facilities if no Default is continuing and the quarterly consolidated management accounts of iesy Hessen delivered to the Senior Facility Agent show that, for the last four consecutive accounting quarters ending on the date of the most recently delivered quarterly consolidated management accounts, the ratio of iesy Hessen’s total net debt to EBITDA is below the thresholds set out in the Senior Credit Agreement (in which case the applicable margin will be adjusted to the amount specified in the Senior Credit Facilities with a potential minimum margin applicable to Facility A and the Revolving Facility of 1.25%). With respect to any available but undrawn amounts under the Revolving Facility, iesy Hessen will be obligated to pay a commitment fee on such undrawn amounts at 0.75% per annum. Guarantees iesy Hessen, New iesy and iesy GP have provided a senior guarantee of the obligations under the Finance Documents and Kabelnetz and certain of its subsidiaries that were legally able to do so will have also provided a senior guarantees of the same obligations at completion of the ish Acquisition. From time to time other subsidiaries may be required to provide senior guarantees of the obligations under the Finance Documents so as to ensure that the guarantors (calculated in each case on an unconsolidated basis) together represent at least 85% of the consolidated EBITDA, gross assets and turnover of the iesy Hessen group. Security Subject to certain exceptions, first ranking fixed or equivalent security has been given by iesy Hessen over substantially all of its assets and participations, including (i) all shares and partnership interests held by it, (ii) all intercompany receivables held by it, (iii) all its bank accounts, (iv) all its insurance claims, (v) proceeds from any successful claim against DTAG for violating the DTAG Agreement and (vi) all other material assets. In addition, the Issuer has pledged all the equity interests it owns in New iesy, iesy Hessen and iesy GP and a charge over the proceeds of any loan made by it to New iesy, iesy Hessen or any of its subsidiaries. New iesy has pledged all its bank accounts as well as all the equity interests it owns in iesy Hessen and iesy GP. iesy GP has pledged all its bank accounts as well as all the equity interests it owns in iesy Hessen. Following the completion of the ish Acquisition, iesy Hessen granted security over the shares in Kabelnetz and over the shares of iesy Services. In connection with the ish Acquisition, Kabelnetz, Kabelnetz KG, Kabelnetz GP, ish KG, ish GP and ish KS GP acceded as guarantors to the Senior Credit Agreement and granted similar security in favour of the Finance Parties (as defined in the Senior Credit Agreement). Undertakings The Senior Credit Agreement includes a number of customary covenants that, subject to certain exceptions, restrict the ability of iesy Hessen and its subsidiaries to, among other things: • create or permit to subsist any encumbrance over their present or future revenues or assets; • sell, lease, transfer or otherwise dispose of any assets; • make any substantial changes to the general nature of our business or the business of our subsidiaries (as they were on the date of the Senior Credit Agreement); • make any loan or give any guarantee; 211

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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%

  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166: y the new fiber system. See “Oper
  • 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: DESCRIPTION OF OTHER INDEBTEDNESS T
  • Page 213 and 214: Subordinated Bridge Facility In con
  • Page 215 and 216: • the ability of the Obligors (ot
  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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  • Page 223 and 224: Issuer have agreed that iesy Hessen
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  • Page 227 and 228: the amount of their secured claim.
  • Page 229 and 230: provisions described under “—De
  • Page 231 and 232: In addition, the Intercreditor Agre
  • Page 233 and 234: Euro Note to and including February
  • Page 235 and 236: circumstances referred to above exi
  • Page 237 and 238: that it has unconditionally exercis
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  • Page 241 and 242: description of this covenant and no
  • Page 243 and 244: Date of any Indebtedness that has b
  • Page 245 and 246: (13) Investments in an aggregate am
  • Page 247 and 248: supplement or other modification) t
  • Page 249 and 250: (1) the assumption by the transfere
  • Page 251 and 252: Reports Whether or not required by
  • Page 253 and 254: of the European Union on January 1,
  • Page 255 and 256: contemporaneously with any such act
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  • Page 259 and 260: (2) provide for the assumption by a
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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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