Exhibit 4.19


 


	
   

  	
   

  	
  CONFORMED COPY

  
	
   

  	
   

  	
  (Incorporating amendments made pursuant to
  an amendment agreement dated 10 March 2004 and a second amendment deed dated
  28 June 2004)

  



 


23 December 2003


 


€730,000,000


SENIOR
FACILITIES AGREEMENT


 


Between

BUHRMANN N.V.

as Parent


 


BUHRMANN
US INC.

as Borrower


 


THE
ORIGINAL GUARANTORS NAMED HEREIN

as Original Guarantors


 


DEUTSCHE
BANK AG LONDON

ABN AMRO BANK N.V.

as Arrangers


 


DEUTSCHE
BANK AG LONDON

as Agent


 


DEUTSCHE
BANK AG LONDON

as Security Trustee


 


and


 


THE
LENDERS


 





London


 





















 


TABLE
OF CONTENTS


 


	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  THE
  FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  UTILISATION

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  DOCUMENTARY CREDITS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  SWINGLINE FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  UNCOMMITTED INCREMENTAL FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  OPTIONAL CURRENCIES

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  REPAYMENT OF REVOLVING AND SWINGLINE
  FACILITY OUTSTANDINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  REPAYMENT OF TERM FACILITY OUTSTANDINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  CANCELLATION

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  VOLUNTARY PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  MANDATORY PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  INTEREST ON REVOLVING AND SWINGLINE
  FACILITY ADVANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  INTEREST ON TERM FACILITY ADVANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  MARKET DISRUPTION AND ALTERNATIVE INTEREST
  RATES

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  COMMISSIONS AND FEES

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  TAXES

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  INCREASED COSTS

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  ILLEGALITY

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  REPLACEMENT AND MITIGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  INFORMATION UNDERTAKING

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  FINANCIAL CONDITION

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  POSITIVE UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  NEGATIVE UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  ACCESSION OF NEW GUARANTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  EVENTS
  OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  DEFAULT
  INTEREST

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  GUARANTEE AND INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  AGENT AND OBLIGORS’ AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  SECURITY
  TRUSTEE

  	
   

  



 


i





















 


	
  33.

  	
  BORROWER’S INDEMNITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  CURRENCY OF ACCOUNT

  	
   

  
	
   

  	
   

  	
   

  
	
  35.

  	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  36.

  	
  SET-OFF

  	
   

  
	
   

  	
   

  	
   

  
	
  37.

  	
  SHARING AMONG THE FINANCE PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  38.

  	
  CALCULATIONS AND ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
  39.

  	
  ASSIGNMENTS AND TRANSFERS

  	
   

  
	
   

  	
   

  	
   

  
	
  40.

  	
  COSTS AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  41.

  	
  REMEDIES AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  42.

  	
  NOTICES AND DELIVERY OF INFORMATION

  	
   

  
	
   

  	
   

  	
   

  
	
  43.

  	
  ENGLISH
  LANGUAGE

  	
   

  
	
   

  	
   

  	
   

  
	
  44.

  	
  PARTIAL INVALIDITY

  	
   

  
	
   

  	
   

  	
   

  
	
  45.

  	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  46.

  	
  THIRD PARTY RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  47.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  48.

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  49.

  	
  JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PART I - LENDERS AND COMMITMENTS

  	
   

  
	
   

  	
  PART II - ORIGINAL GUARANTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  2 FORM OF TRANSFER CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  3

  	
   

  
	
   

  	
  PART I - CONDITIONS PRECEDENT TO FIRST
  UTILISATION

  	
   

  
	
   

  	
  PART II - FORM OF CERTIFICATE OF OBLIGOR

  	
   

  
	
   

  	
  PART III - SECURITY DOCUMENTS

  	
   

  
	
   

  	
  PART IV - CONDITIONS SUBSEQUENT DOCUMENTS

  	
   

  
	
   

  	
  PART I - FORM OF UTILISATION REQUEST (TERM
  FACILITIES AND REVOLVING FACILITY)

  	
   

  
	
   

  	
  PART II - FORM OF UTILISATION REQUEST
  (SWINGLINE FACILITY)

  	
   

  
	
   

  	
  PART III - FORM OF INCREMENTAL TERM
  FACILITY COMMITMENT AGREEMENT

  	
   

  
	
   

  	
  PART IV - FORM OF INCREMENTAL REVOLVING
  FACILITY COMMITMENT AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 SECURITY TRUSTEE PROVISIONS

  	
   

  
	
   

  	
  PART I - SUPPLEMENTARY SECURITY TRUSTEE
  PROVISIONS

  	
   

  
	
   

  	
  PART II - APPOINTMENT AND RETIREMENT OF
  SECURITY TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 ASSOCIATED COSTS RATE

  	
   

  
	
   

  	
  PART I - FORM OF ACCESSION NOTICE

  	
   

  
	
   

  	
  PART II - ACCESSION DOCUMENTS

  	
   

  
	
   

  	
  PART I - FORM OF AUDITORS’ CONFIRMATION

  	
   

  
	
   

  	
  PART II - FORM OF DIRECTORS’ COMPLIANCE
  CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 9
  GROUP STRUCTURE

  	
   

  



 


ii





















 


	
  SCHEDULE
  10

  	
   

  
	
   

  	
  PART I - EXISTING LIENS

  	
   

  
	
   

  	
  PART II - EXISTING INDEBTEDNESS

  	
   

  
	
   

  	
  PART III - NON-GUARANTOR SUBSIDIARIES

  	
   

  
	
   

  	
  PART IV - EXISTING PROCEEDINGS

  	
   

  
	
   

  	
  PART V - PLANS

  	
   

  
	
   

  	
  PART VI - MATERIAL SUBSIDIARIES

  	
   

  
	
   

  	
  PART VII - EXISTING INVESTMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  11 FORM OF L/C BANK ACCESSION CERTIFICATE

  	
   

  



 


iii





















 


THIS
AGREEMENT is dated 23 December 2003 and made between:


 


(1)                                 BUHRMANN N.V. (the “Parent”);


 


(2)                                 BUHRMANN US INC. (the “Borrower”);


 


(3)                                 THE ORIGINAL GUARANTORS NAMED IN PART II OF SCHEDULE 1 (together
with the Parent, the “Original Guarantors”
and each an “Original Guarantor”);


 


(4)                                 DEUTSCHE BANK AG LONDON and ABN AMRO BANK N.V. (each an “Arranger” and together, the “Arrangers”);


 


(5)                                 DEUTSCHE BANK AG LONDON (as agent for and
on behalf of the Finance Parties, the “Agent”);


 


(6)                                 DEUTSCHE BANK AG LONDON (as security
trustee for and on behalf of the Finance Parties, the “Security Trustee”); and


 


(7)                                 THE LENDERS (as defined below).


 


1.                                      DEFINITIONS AND INTERPRETATION


 


1.1                               Definitions


 


In this Agreement
the following terms have the meanings set out below.


 


“Acceding Guarantor” means any member of the
Group which has complied with the requirements of Clause 27 (Accession of New Guarantors).


 


“Accession Notice” means a duly completed notice of accession in the form of
Part I of Schedule 7 (Form of Accession Notice).


 


“Act” means
the Companies Act 1985.


 


“Additional C Facility Commitments” means,
at any time, the aggregate of the Additional C1 Facility Commitments and the
Additional C2 Facility Commitments.


 


“Additional C1 Facility” means the term loan
facility agreement granted to the Borrower pursuant to Clause 2.1(f)(i) (The Facilities).


 


“Additional C1 Facility Advance” means an
advance (as from time to time reduced by repayment) made or to be made by the
C1 Facility Lenders under the Additional C1 Facility.


 


“Additional C1 Facility Commitment” means, in relation to a C1 Facility Lender
at any time, and save as otherwise provided in this Agreement, the amount set
opposite its name in the relevant column of Section A of Part I of Schedule 1 (Lenders and Commitments) or as specified in the Transfer
Certificate pursuant to which such Lender becomes a party to this Agreement.


 


“Additional C2 Facility” means the term loan
facility granted to the Borrower pursuant to Clause 2.1(g)(i) (The Facilities).


 


1





















 


“Additional C2 Facility Advance” means an advance
(as from time to time reduced by repayment) made or to be made by the C2
Facility Lenders under the Additional C2 Facility.


 


“Additional C2 Facility Commitment” means, in relation to a C2 Facility Lender
at any time, and save as otherwise provided in this Agreement, the amount set
opposite its name in the relevant column of Section A of Part I of Schedule 1 (Lenders and Commitments) or as specified in the Transfer
Certificate pursuant to which such Lender becomes a party to this Agreement.


 


“Additional Security Documents” means all
mortgages, pledge agreements, security agreements and other security documents
entered into from time to time pursuant to Clauses 25.7 (Additional Security and Further Assurances),
25.8 (Stock Pledges in Non-U.S. Subsidiaries
of the Borrower Which Are Not Guarantors) and/or 26.12 (Limitation on Creation of Subsidiaries),
as each such document may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.


 


“Adjusted Consolidated EBITDA” means, for
any period, Consolidated EBITDA for such period, adjusted by excluding
therefrom (to the extent otherwise included therein) any amounts attributable
to CEAL and any of its Subsidiaries, so long as CEAL is a Non-Wholly Owned
Subsidiary.


 


“Adjusted Consolidated Net Income” means,
for any period, Consolidated Net Income for such period plus, without
duplication, the sum of the amount of all net non-cash charges (including,
without limitation, depreciation, amortisation, deferred tax expense and
non-cash interest expense) and net non-cash losses which were included in
arriving at Consolidated Net Income for such period, less the amount of all net
non-cash gains and non-cash credits which were included in arriving at
Consolidated Net Income for such period.


 


“Adjusted Consolidated Tangible Assets”
means, at any time, the Consolidated Tangible Assets at such time, adjusted by
excluding therefrom (to the extent otherwise reflected therein) any amounts
attributable to (a) CEAL and any of its Subsidiaries, so long as CEAL is a
Non-Wholly Owned Subsidiary and (b) any Receivables Subsidiary.


 


“Adjusted Consolidated Working Capital”
means, at any time, Consolidated Current Assets (but excluding therefrom all
cash and Cash Equivalents) less Consolidated Current Liabilities at such time.


 


“Advance” means,
save as otherwise provided in this Agreement, a Revolving Facility Advance, an
A Facility Advance, a B1 Facility Advance, a B2 Facility Advance, a C1 Facility
Advance, a C2 Facility Advance, a Swingline Facility Advance or an Incremental
Term Facility Advance as the context may require.


 


“A Facility” means the term loan facility granted to the Borrower pursuant
to Clause 2.1(c) (The Facilities).


 


“A Facility Advance” means an advance (as from time to time reduced
by repayment) made or to be made by the A Facility Lenders under the A Facility
or arising in respect of the A Facility under Clause 15.3 (Division of
Term Facility Advances).


 


“A Facility Commitment” means, in relation to an A Facility Lender
at any time, and save as otherwise provided in this Agreement, the amount set
opposite its name in the relevant


 


2





















 


column of Section A
of Part I of Schedule 1 (Lenders and Commitments)
or as specified in the Transfer Certificate pursuant to which such Lender
becomes a party to this Agreement.


 


“A Facility Lender” means a person which:


 


(a)                                  is named opposite the column relating to
the A Facility (with a positive amount) in Section A of Part I of Schedule 1 (Lenders and Commitments); or


 


(b)                                  has become a party to this Agreement in
accordance with the provisions of Clause 39 (Assignments
and Transfers),


 


which in each case has not ceased to be a party to
this Agreement in accordance with the terms of this Agreement.


 


“A Facility Margin” means, in relation to A Facility Advances,
2.50 per cent. per annum.


 


“A Facility Outstandings” means, at any time, the aggregate
principal amount of the A Facility Advances outstanding under this Agreement.


 


“A Facility Repayment Date” has the meaning
ascribed to that term in Clause 10.1 (Repayment
of A Facility Outstandings).


 


“Affiliate” means, with respect to any
person, any other person directly or indirectly controlling (including, but not
limited to, all directors and officers of such person), controlled by, or under
direct or indirect common control with, such person.  A person shall be deemed to control another
person if such person possesses, directly or indirectly, the power (a) to vote
10 per cent. or more of the securities having ordinary voting power for the
election of directors of such corporation or (b) to direct or cause the
direction of the management and policies of such other person, whether through
the ownership of voting securities, by contract or otherwise, provided that
neither the Agent nor any Lender (nor, in each case, any affiliate thereof)
shall be considered an Affiliate of the Parent or any subsidiary thereof.


 


“Affiliate  Debt”
means any Indebtedness (including, without limitation, any Intercompany
Existing Indebtedness), whether now existing or hereafter incurred, owed by (a)
the Parent to any of its Subsidiaries or Affiliates (b) any Subsidiaries of the
Parent to the Parent or any of its Subsidiaries or Affiliates or (c) any
Affiliate of the Parent to the Parent or any of its Subsidiaries.


 


“Agent’s Spot Rate of Exchange” means, in relation to two currencies, the
Agent’s spot rate of exchange for the purchase of the first-mentioned currency
with the second-mentioned currency in the London foreign exchange market at or
about 11a.m. on a particular day.


 


“Agreed Business Plan” means the business
plan for the Group prepared by or on behalf of the Parent in the agreed form.


 


“Alternate Currency Incremental Term Facility Advance”
means each Incremental Term Facility Advance denominated in an Optional
Currency.


 


“Applicable Currency” means, for any Tranche
of Incremental Term Facility Advances, the currency (in euros or in an Optional
Currency) for such Tranche designated in the Incremental Term Facility
Commitment Agreement for such Tranche.


 


3





















 


“Applicable  Excess  Cash  Flow  Percentage”
means, (a) so long as a Default or an Event of Default exists on the respective
Excess Cash Flow Payment Date, 100 per cent. and (b) so long as no Default or
Event of Default exists on the respective Excess Cash Flow Payment Date, 50 per
cent. where the Consolidated Leverage Ratio on the last day of the respective
Excess Cash Flow Payment Period is equal to or greater than 2.50:1.00 and zero
where the Consolidated Leverage Ratio on the last day of the respective Excess
Cash Flow Payment Period is less than 2.50:1.00.


 


“Applicable  Margin” means:


 


(a)                                  with
respect to the A Facility, the C Facilities and the Revolving Facility, the A
Facility Margin, the C Facilities Margin and the Revolving Facility Margin,
respectively.  From and after each day of
delivery of any certificate delivered in accordance with the following sentence
indicating an entitlement to a different margin than the A Facility Margin, the
C Facilities Margin or the Revolving Facility Margin, as the context may
require, (each, a “Start Date”) to
and including the applicable End Date described below, the Applicable Margin
shall (subject to any adjustment pursuant to the immediately succeeding
paragraph) be that set forth below opposite the Consolidated Leverage Ratio
indicated to have been achieved in any certificate delivered in accordance with
the following sentence:


 


	
  Consolidated

  Leverage Ratio

  	
   

  	
  Applicable Margin for

  A Facility, Revolving

  Facility and Euro

  Swingline Facility

  Advances

  	
   

  	
  Applicable Margin for

  Dollar Swingline

  Facility Advances

  	
   

  	
  Applicable Margin for

  C Facilities

  
	
  Greater than 3.50:1.00

  	
   

  	
  2.500 per cent.

  	
   

  	
  1.500 per cent.

  	
   

  	
  2.50 per cent

  
	
  Greater than 3.00:1.00 but less than or equal to 3.50:1.00

  	
   

  	
  2.250 per cent.

  	
   

  	
  1.250 per cent.

  	
   

  	
  2.50 per cent

  
	
  Greater than 2.50:1:00 but less than or equal to 3.00:1.00

  	
   

  	
  2.000 per cent.

  	
   

  	
  1.000 per cent.

  	
   

  	
  2.25 per cent

  
	
  Greater than 2.00:1.00 but less than or equal to 2.50:1.00

  	
   

  	
  1.750 per cent.

  	
   

  	
  0.750 per cent

  	
   

  	
  2.25 per cent

  
	
  Less than or equal to 2.00:1.00

  	
   

  	
  1.500 per cent.

  	
   

  	
  0.500 per cent.

  	
   

  	
  2.25 per cent

  



 


The Consolidated Leverage Ratio shall be determined
based on the delivery of a certificate of the Parent by an Authorised
Representative of the Parent to the Agent (with a copy to be sent by the Agent
to each Lender), within 50 days of the last day of any fiscal quarter of the
Parent, which certificate shall set forth the calculation of the Consolidated
Leverage Ratio as at the last day of the Test Period ended immediately prior to
the relevant Start Date (but determined on a Pro Forma Basis to give effect to
any €5 Million Permitted Acquisition and any €5 Million Asset Sale effected on
or prior to the date of delivery of such certificate) and the Applicable
Margins which shall be thereafter applicable (until same are changed or cease
to apply in accordance


 


4





















 


with the following sentences).  The Applicable Margins so determined shall
apply, except as set forth in the succeeding sentence, from the Start Date to
the earlier of (i) the date on which the next certificate is delivered to the
Agent, (ii) the date which is 50 days following the last day of the Test Period
in which the previous Start Date occurred (the “End Date”), at which time, if no certificate has been
delivered to the Agent indicating an entitlement to an Applicable Margin other
than those described in the first sentence of this paragraph (a) (and thus
commencing a new Start Date), the Applicable Margins shall be the A Facility
Margin, the C Facilities Margin and the Revolving Facility Margin (as
applicable); and


 


(b)                                  with
respect to each Tranche of the Incremental Term Facility Outstandings, that
percentage set forth in, or calculated in accordance with, Clause 7 (Uncommitted Incremental Facilities) and
the relevant Incremental Term Facility Commitment Agreement provided that, if
at any time, the Applicable Margin relating to any Incremental Term Facility
Outstandings exceeds by more than 0.50 per cent. the Applicable Margin relating
to the C Facilities at such time, the Applicable Margin relating to the C
Facilities shall be automatically increased to a percentage which is 0.50 per
cent. below the Applicable Margin relating to the Incremental Term Facility
Outstandings.


 


“Asset  Sale”
means any sale (including pursuant to sale-leaseback transactions (other than a
sale-leaseback transaction where the Parent or any of its Subsidiaries played a
primary financial role in the development of the relevant asset)), transfer or
other disposition by the Parent or any of its Subsidiaries to any person other
than the Parent or any Wholly-Owned Subsidiary of the Parent of any asset or
Property (including, without limitation, any Equity Interests or other
securities of another person, but excluding the sale by the Parent of its own
share capital) of the Parent or such Subsidiary other than (a) sales, transfers
or other dispositions of inventory made in the ordinary course of business, (b)
sales, transfers or other dispositions of assets pursuant to paragraphs (c)(i)
(obsolete equipment), (f) (inventory), (g) (overdue receivables) and (h) (condemned property) of Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets,
etc.), (c) sales or liquidations of Cash Equivalents, (d) sales of
Receivables Facility Assets pursuant to any Permitted Receivables Transaction,
(e) operating leases or subleases of any property by the Parent and its
Subsidiaries in the ordinary course of business, (f) the licensing of
intellectual property in the ordinary course of business, (g) any Sale In Lieu
of Liquidation and (h) any single sale of assets (or series of related sales of
assets) which generates Net Sale Proceeds of less than €250,000 (or its
equivalent in other currencies).


 


“Associated Costs Rate” means, in relation to any Advance or
Unpaid Sum, the rate determined in accordance with Schedule 6 (Associated Costs Rate).


 


“Authorisation” means an authorisation, consent, approval, resolution,
licence, exemption, filing, notarisation or registration.


 


“Authorised Representative” means, with
respect to (i) delivering Utilisation Requests and similar notices, any person
or persons that has or have been authorised by the board of directors of the
Borrower to deliver such notices pursuant to this Agreement and that has or
have appropriate signature cards on file with the Agent, (ii) delivering
financial information and officer’s certificates pursuant to this Agreement,
the chief financial officer, any treasurer or other financial officer of the
Borrower or the Parent and (iii) any other matter in


 


5





















 


connection with any
Finance Document, any officer (or a person or persons so designated by any two
officers) of the Parent or the Borrower.


 


“Available Additional C1 Facility Commitment” means, in relation to a C1 Facility
Lender, at any time and save as otherwise provided in this Agreement, its
Additional C1 Facility Commitment at such time adjusted to take account of:


 


(a)                                  any cancellation
or reduction of it or any transfer by such C1 Facility Lender or any transfer
to it, in each case, pursuant to the terms of this Agreement; and


 


(b)                                  in the
case of any proposed Advance, the Euro Amount of any Additional C1 Facility
Advance which, pursuant to any other Utilisation Request is to be made on or
before the proposed Utilisation Date,


 


less the Euro
Amount of its share of the Additional C1 Facility Advances made under this
Agreement, provided always that such amount shall not be less than zero.


 


“Available Additional C2 Facility Commitment” means, in relation to a C2 Facility
Lender, at any time and save as otherwise provided in this Agreement, its
Additional C2 Facility Commitment at such time adjusted to take account of:


 


(a)                                  any
cancellation or reduction of it or any transfer by such C2 Facility Lender or
any transfer to it, in each case, pursuant to the terms of this Agreement; and


 


(b)                                  in the
case of any proposed Advance, the Euro Amount of any Additional C2 Facility
Advance which, pursuant to any other Utilisation Request is to be made on or
before the proposed Utilisation Date,


 


less the Euro
Amount of its share of the Additional C2 Facility Advances made under this
Agreement, provided always that such amount shall not be less than zero.


 


“Available A Facility Commitment” means, in relation to an A Facility
Lender, at any time and save as otherwise provided in this Agreement, its A
Facility Commitment at such time adjusted to take account of:


 


(a)                                  any
cancellation or reduction of it or any transfer by such an A Facility Lender or
any transfer to it, in each case, pursuant to the terms of this Agreement; and


 


(b)                                  in the
case of any proposed Advance, the Euro Amount of any A Facility Advance which,
pursuant to any other Utilisation Request is to be made on or before the
proposed Utilisation Date,


 


less the Euro
Amount of its share of the A Facility Advances made under this Agreement,
provided always that such amount shall not be less than zero.


 


“Available B1 Facility Commitment” means, in relation to a B1 Facility
Lender, at any time and save as otherwise provided in this Agreement, its B1
Facility Commitment at such time adjusted to take account of:


 


(a)                                  any
cancellation or reduction of it or any transfer by such B1 Facility Lender or
any transfer to it, in each case, pursuant to the terms of this Agreement; and


 


6





















 


(b)                                  in the
case of any proposed Advance, the Euro Amount of any B1 Facility Advance which,
pursuant to any other Utilisation Request is to be made on or before the
proposed Utilisation Date,


 


less the Euro
Amount of its share of the B1 Facility Advances made under this Agreement,
provided always that such amount shall not be less than zero.


 


“Available B2 Facility Commitment” means, in relation to a B2 Facility
Lender, at any time and save as otherwise provided in this Agreement, its B2
Facility Commitment at such time adjusted to take account of:


 


(a)                                  any
cancellation or reduction of it or any transfer by such B2 Facility Lender or
any transfer to it, in each case, pursuant to the terms of this Agreement; and


 


(b)                                  in the
case of any proposed Advance, the Euro Amount of any B2 Facility Advance which,
pursuant to any other Utilisation Request is to be made on or before the
proposed Utilisation Date,


 


less the Euro
Amount of its share of the B2 Facility Advances made under this Agreement,
provided always that such amount shall not be less than zero.


 


 “Available Commitment” means,
in relation to a Lender, the aggregate amount of its Available Revolving
Facility Commitment, its Available Term Facility Commitments and, subject to
Clause 7 (Uncommitted Incremental Facilities)
and the relevant Incremental Facility Commitment Agreement, its Available
Incremental Term Facility Commitment or, in the context of a particular
Facility, its Available A Facility Commitment, its Available B1 Facility
Commitment, its Available B2 Facility Commitment, its Available Additional C1
Facility Commitment, its Available Additional C2 Facility Commitment, its
Available Revolving Facility Commitment, its Available Swingline Facility Commitment or
its Available Incremental Term Facility Commitment, as the context may require.


 


“Available Facility” means, in relation to a Facility, at any
time, the aggregate amount of the Available Commitments in respect of that
Facility at that time.


 


“Available Incremental Term Facility Commitment” means, in relation to a Lender, at any
time and save as otherwise provided in this Agreement, its Incremental Term
Facility Commitment at such time adjusted to take account of:


 


(a)                                  any
cancellation or reduction of it or any transfer by such Lender or any transfer
to it, in each case, pursuant to the terms of this Agreement; and


 


(b)                                  in the
case of any proposed Advance, the Euro Amount of any Incremental Term Facility
Advance which, pursuant to any other Incremental Term Facility Commitment
Agreement is to be made on or before the proposed Utilisation Date,


 


less the Euro
Amount of its share of the Incremental Term Facility Advances made under this
Agreement and the relevant Incremental Term Facility Commitment Agreement,
provided always that such amount shall not be less than zero.


 


“Available Liquidity” means, at any time, an
amount equal to the Available Revolving Facility.


 


7





















 


“Available Revolving Facility” means, at any time, the aggregate amount
of the Available Revolving Facility Commitments.


 


“Available Revolving Facility Commitment” means, in relation to a Revolving Facility
Lender, at any time and save as otherwise provided in this Agreement, its
Revolving Facility Commitment, adjusted to take account of:


 


(a)                                  any
cancellation or reduction of it or any transfer by such Revolving Facility
Lender or any transfer to it, in each case, pursuant to the terms of this
Agreement; and


 


(b)                                  in the
case of any proposed Utilisation, the Euro Amount of (i) any Revolving Facility
Advance and/or Documentary Credit and/or any Swingline Facility Advance which
pursuant to any other Utilisation Request is to be made, or as the case may be,
issued and (ii) any Revolving Facility Advance and/or Documentary Credit and/or
any Swingline Facility Advance which is due to be repaid or expire (as the case
may be), in each case, on or before the proposed Utilisation Date,


 


less the Euro
Amount of its participation in the Swingline Facility Outstandings and the
Revolving Facility Outstandings at such time provided always that such amount
shall not be less than zero.


 


“Available Swingline
Facility” means, at any
time, the aggregate amount of the Available Swingline Facility Commitments.


 


“Available Swingline
Facility Commitment” means,
in relation to a Swingline Facility Lender, at any time and save as otherwise
provided in this Agreement its Swingline Facility Commitment, adjusted to take
account of:


 


(a)                                  any cancellation or reduction of it or
any transfer by such Swingline Facility Lender or any transfer to it, in each
case, pursuant to the terms of this Agreement; and


 


(b)                                  in the case of any proposed Utilisation, the
Euro Amount of (A) any Swingline Facility Advance which pursuant to any other
Utilisation Request is to be made and (B) any Swingline Facility Advance which
is due to be repaid, in each case, on or before the proposed Utilisation Date,


 


less the Euro Amount
of its participation in the Swingline Facility Outstandings at such time,


 


provided always
that such amount shall not be less than zero.


 


“Available Term Facility Commitment” means, in relation to a Lender, the
aggregate amount of its Available A Facility Commitment, its Available B1
Facility Commitment, its Available B2 Facility Commitment, its Available
Additional C1 Facility Commitment and its Available Additional C2 Facility
Commitment.


 


“BBA LIBOR” means in relation to an Optional
Currency, the British Bankers’ Association Interest Settlement Rate for the
relevant currency and specified period.


 


“B Facilities” means the B1 Facility and the
B2 Facility and “B Facility” means
any of them as the context may require from time to time.


 


8





















 


“B Facility Advances” means the B1 Facility
Advances and the B2 Facility Advances.


 


“B Facility Commitments” means, at any time,
the aggregate of the B1 Facility Commitments and the B2 Facility Commitments.


 


“B Facility Lenders” means the B1 Facility
Lenders and the B2 Facility Lenders and “B Facility Lender” means any of them
as the context may require from time to time.


 


“B Facility Outstandings” means the B1
Facility Outstandings and the B2 Facility Outstandings.


 


“B1 Facility” means the term loan facility granted to the Borrower pursuant
to Clause 2.1(d) (The Facilities).


 


“B1 Facility Advance” means an advance (as from time to time
reduced by repayment) made or to be made by the B1 Facility Lenders under the
B1 Facility or arising in respect of the B1 Facility under Clause 15.3 (Division of Term Facility Advances).


 


“B1 Facility Commitment” means, in relation to a B1 Facility Lender
at any time, and save as otherwise provided in this Agreement, the amount set
opposite its name in the relevant column of Section A of Part I of Schedule 1 (Lenders and Commitments) or as specified in the Transfer
Certificate pursuant to which such Lender becomes a party to this Agreement.


 


“B1 Facility
Conversion” has the meaning ascribed to that term in Clause
2.1(f)(i) (The Facilities).


 


“B1 Facility Lender” means a person which:


 


(a)                                  is named opposite the column relating to
the B1 Facility (with a positive amount) in Section A of Part I of Schedule 1 (Lenders and Commitments); or


 


(b)                                  has become a party to this Agreement in
accordance with the provisions of Clause 39 (Assignments
and Transfers),


 


which in each case has not ceased to be a party to
this Agreement in accordance with the terms of this Agreement.


 


“B1 Facility Outstandings” means, at any time, the aggregate
principal amount of the B1 Facility Advances outstanding under this Agreement.


 


“B2 Facility” means the term loan facility granted to the Borrower pursuant
to Clause 2.1(e) (The Facilities).


 


“B2 Facility Advance” means an advance (as from time to time
reduced by repayment) made or to be made by the B2 Facility Lenders under the
B2 Facility or arising in respect of the B2 Facility under Clause 15.3 (Division of Term Facility Advances).


 


“B2 Facility Commitment” means, in relation to a B2 Facility Lender
at any time, and save as otherwise provided in this Agreement, the amount set
opposite its name in the relevant column of Section A of Part I of Schedule 1 (Lenders and Commitments) or as specified in the Transfer
Certificate pursuant to which such Lender becomes a party to this Agreement.


 


9





















 


“B2 Facility Conversion” has the meaning
ascribed to that term in Clause 2.1(g)(i) (The
Facilities).


 


“B2 Facility Lender” means a person which:


 


(a)                                  is named opposite the column relating to
the B2 Facility (with a positive amount) in Section A of Part I of Schedule 1 (Lenders and Commitments); or


 


(b)                                  has become a party to this Agreement in
accordance with the provisions of Clause 39 (Assignments
and Transfers),


 


which in each case has not ceased to be a party to
this Agreement in accordance with the terms of this Agreement.


 


“B2 Facility Outstandings” means, at any
time, the aggregate principal amount of the B2 Facility Advances outstanding under
this Agreement.


 


“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”
as now or hereafter in effect, or any successor to it.


 


“Belgian Guarantor” means each of the
parties as set out in Part II of Schedule 1 (Original
Guarantors) named as Belgian Guarantors and any Acceding Guarantor
incorporated in the Kingdom of Belgium.


 


“Beneficiary” means, in relation to a Documentary Credit, the beneficiary
of it.


 


“Break Costs” means the amount (if any) by which:


 


(a)                                  the
interest which a Lender should have received for the period from the date of
receipt of all or any part of its participation in an Advance or Unpaid Sum to
the last day of the current Interest Period or Term in respect of that Advance
or Unpaid Sum, had the principal amount of such Advance or Unpaid Sum received
been paid on the last day of that Interest Period or Term,


 


exceeds:


 


(b)                                  the
amount which that Lender would be able to obtain by placing an amount equal to
the principal amount of such Advance or Unpaid Sum received or recovered by it
on deposit with a leading bank in the Relevant Interbank Market for a period
starting on the Business Day following such receipt or recovery and ending on
the last day of the current Interest Period or Term.


 


“Business Day” means a day (other than a Saturday or Sunday) on which (a)
banks generally are open for business in London and (b) if such reference
relates to a date for the payment or purchase of any sum denominated in:


 


(i)                                    euro
(A) is a TARGET Day and (B) is a day on which banks generally are open for
business in the financial centre selected by the Agent for receipt of payments
in euro; or


 


(ii)                                an
Optional Currency, banks generally are open for business in the principal
financial centre of the country of such Optional Currency.


 


10





















 


“C Facilities” means the C1 Facility and the
C2 Facility and “C Facility” means
any of them as the context may require from time to time.


 


“C Facilities Margin” means, in relation to the C Facility Advances,
[2.50] per
cent. per annum.


 


“C Facilities Repayment Date” has the
meaning ascribed to it in Clause 10.3 (Repayment
of C Facility Outstandings).


 


“C Facility Advances” means the C1 Facility
Advances and the C2 Facility Advances.


 


“C Facility Lenders” means the C1 Facility
Lenders and the C2 Facility Lenders and “C
Facility Lender” means any of them as the context may require from
time to time.


 


“C Facility Outstandings” means the C1
Facility Outstandings and the C2 Facility Outstandings.


 


“C1 Facility” has the meaning ascribed to that term in Clause 2.1(f) (i)(The Facilities).


 


“C1 Facility Advance” means any Converted C1 Facility Advance or
Additional C1 Facility Advance (and, for the avoidance of doubt, shall include
the consolidated C1 Facility Advance pursuant to the simultaneous conversion of
B1 Facility Advances and incurrence of Additional C1 Facility Advances on the
Second Amendment Effective Date) or any advance arising in respect of the C1
Facility under Clause 15.3 (Division of Term Facility
Advances), in each case as from time to time reduced by repayment.


 


“C1 Facility Lender” means a person which:


 


(a)                                  is a Consenting B1 Facility Lender; or


 


(b)                                  is named opposite the column relating to
the Additional C1 Facility (with a positive amount) in Section A of Part I of
Schedule 1 (Lenders and Commitments);
or


 


(c)                                  has become a party to this Agreement in
accordance with the provisions of Clause 39 (Assignments
and Transfers),


 


which in each case has not ceased to be a party to
this Agreement in accordance with the terms of this Agreement.


 


“C1 Facility Outstandings” means, at any time, the aggregate
principal amount of the C1 Facility Advances outstanding under this Agreement.


 


“C2 Facility” has the meaning ascribed to that term in Clause 2.1(g)(i) (The Facilities).


 


“C2 Facility Advance” means any Converted C2 Facility Advance or
Additional C2 Facility Advance (and, for the avoidance of doubt, shall include
the consolidated C2 Facility Advance pursuant to the simultaneous conversion of
B2 Facility Advances and incurrence of Additional C2 Facility Advances on the
Second Amendment Effective Date) or any advance arising in respect of the C2
Facility under Clause 15.3 (Division of Term Facility
Advances), in each case as from time to time reduced by repayment.


 


“C2 Facility Lender” means a person which:


 


11





















 


(a)                                  is a Consenting B2 Facility Lender; or


 


(b)                                  is named opposite the column relating to
the Additional C2 Facility (with a positive amount) in Section A of Part I of
Schedule 1 (Lenders and Commitments); or


 


(c)                                  has become a party to this Agreement in
accordance with the provisions of Clause 39 (Assignments
and Transfers),


 


which in each case has not ceased to be a party to
this Agreement in accordance with the terms of this Agreement.


 


“C2 Facility Outstandings” means, at any
time, the aggregate principal amount of the C2 Facility Advances outstanding
under this Agreement.


 


“Capital  Expenditures”
means, with respect to any person, all expenditures by such person which is
required to be treated as capital expenditure in accordance with GAAP.


 


“Capitalised  Lease” of a person means any lease of Property by such person
as lessee which would be capitalised on a balance sheet of such person prepared
in accordance with GAAP.


 


“Capitalised  Lease  Obligations”
of any person means all rental obligations which, under GAAP, are required to
be capitalised on the books of such person, in each case taken at the amount
thereof accounted for as indebtedness in accordance with GAAP.


 


“Cash” means
any credit balances on any deposit, savings or current account with a bank and
cash in hand held in the ordinary course of business.


 


“Cash Equivalents” means:


 


(a)                                  Cash;


 


(b)                      securities
issued or directly fully guaranteed or insured by the governments of the United
States, The Netherlands, the United Kingdom, France, Switzerland, Germany or
Australia or any agency or instrumentality thereof (provided that the full
faith and credit of the respective such government is pledged in support
thereof) having maturities of not more than six months from the date of
acquisition;


 


(c)                      certificates
of deposit and time deposits with maturities of six months or less from the
date of acquisition, bankers’ acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any commercial bank
incorporated in the United States or commercial bank of a foreign country
recognised by the United States, in each case having capital and surplus in
excess of €500,000,000 (or the foreign currency equivalent thereof) and has
outstanding debt which is rated “A” (or similar equivalent thereof) or higher
by at least one nationally recognised statistical rating organisation (as
defined under Rule 436 under the Securities Act) or any money-market fund
sponsored by a registered broker dealer or mutual fund distributor;


 


(d)                      repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in (b) and (c) above entered into with any financial
institution meeting the qualifications specified in (c) above; and


 


12





















 


(e)                      commercial
paper having one of the two highest ratings obtainable from S&P or Moody’s
and in each case maturing within six months after the date of acquisition.


 


Furthermore, with
respect to Subsidiaries of the Parent which are not organised in one or more
Qualified Jurisdictions, Cash Equivalents shall include bank deposits (and
investments pursuant to operating account agreements) maintained with various
local banks in the ordinary course of business consistent with past practice of
the Parent’s Subsidiaries.


 


“CEAL” means Corporate Express Australia
Limited, a corporation incorporated in Australia.


 


“CEAL Exception Conditions” means, in
relation to the CEAL Group at any time:


 


(a)                                  each
member of the CEAL Group is a Non-Wholly Owned Subsidiary of the Parent; and


 


(b)                                 no
member of the CEAL Group has incurred any Indebtedness which directly or
indirectly guarantees or supports any obligation of the Group (other than
members of the CEAL Group).


 


“CEAL Group” means CEAL and its Subsidiaries.


 


“CEXP” means Corporate Express, Inc., a
Colorado Corporation.


 


“Change of Control” means:


 


(a)                      any
person or “group” (within the meaning of Sections 13(d) and 14(d) under the
Securities Exchange Act, as in effect on the Effective Date), other than as a
result of the ownership of Parent Preference Shares A and Parent Preference
Shares B by the respective Permitted Holders thereof, shall (i) have acquired
beneficial ownership of 35 per cent. or more on a fully diluted basis of the
voting and/or economic interest in the Parent’s share capital or (ii) obtained
the power (whether or not exercised) to elect a majority of the Parent’s
directors;


 


(b)                      the
board of directors of the Parent shall cease to consist of a majority of
Continuing Directors;


 


(c)                      any “change
of control” or similar event under, and as defined in, the Senior Subordinated
Note Indenture, the Senior Subordinated Convertible Bond Agency Agreement, the
documentation relating to any Permitted Subordinated Indebtedness or any
Permitted Refinancing Indebtedness or any issue of Parent Preferred Stock
(including, without limitation, each of the Parent Preference Shares A, the
Parent Preference Shares B and the Parent Preference Shares C), in each case to
the extent then outstanding, shall occur; or


 


(d)                      the
Parent shall at any time cease to own beneficially and of record, directly or
indirectly through one or more Wholly-Owned Subsidiaries of the Parent, free
and clear of all Liens (other than those created pursuant to the Finance
Documents), other encumbrances, or voting agreements, restrictions or trusts of
any kind, 100 per cent. of the outstanding Equity Interests of the Borrower on
a fully diluted basis and shares representing the right to elect a majority of
the directors of the Borrower.


 


13





















 


“Code” means the U.S. Internal Revenue Code
of 1986, as amended from time to time, and the cases and applicable regulations
and rulings promulgated or issued thereunder.  Section
references to the Code are to the Code, as in effect as at the Effective Date
and any subsequent provisions of the Code, amendatory thereof, supplemental
thereto or substituted therefor.


 


“Collateral” means all property (whether
real or personal, movable or immovable) with respect to which any security
interests have been granted (or purported to be granted) pursuant to any
Security Document (including any Additional Security Document).


 


“Commitment” means, in relation to a Lender, its A Facility Commitment,
its B1 Facility Commitment, B2 Facility Commitment, its Additional C1 Facility
Commitment, its Additional C2 Facility Commitment, its Revolving Facility
Commitment, its Swingline Facility Commitment and/or, subject to Clause 7 (Uncommitted Incremental Facilities) its
Incremental Revolving Facility Commitment and/or its Incremental Term Facility
Commitment, as the context may require.


 


“Commitment Letter” means the letter dated 13 November 2003
from the Arrangers to the Parent and the Borrower with respect to arranging the
Facilities.


 


“Compliance Certificate” means a certificate substantially in the
form set out in Part I of Schedule 8 (Form of Auditors’
Confirmation) (or such other similar form as the Agent shall agree
with the Parent and the relevant auditors) or Part II of Schedule 8 (Form of Directors’ Compliance Certificate) as appropriate.


 


“Consenting B Facility Lender” means a
Consenting B1 Facility Lender or a Consenting B2 Facility Lender, as the
context may require, and “Consenting B
Facility Lenders” means all of them.


 


“Consenting B1 Facility Lender” means a B1
Facility Lender that has executed and delivered the Second Amendment Deed (or
that has authorised the Agent to execute and deliver the Second Amendment Deed
on its behalf) on or before the Second Amendment Effective Date.


 


“Consenting B2 Facility Lender” means a B2
Facility Lender that has executed and delivered the Second Amendment Deed (or
that has authorised the Agent to execute and deliver the Second Amendment Deed
on its behalf) on or before the Second Amendment Effective Date.


 


“Consolidated  Current  Assets”
means, at any time, the current assets of the Parent and its Consolidated
Subsidiaries at such time determined on a consolidated basis.


 


“Consolidated Current Liabilities” means, at
any time, the consolidated current liabilities of the Parent and its
Consolidated Subsidiaries at such time, but excluding (i) the current portion
of any Indebtedness under this Agreement, of any Permitted Receivables
Transaction Indebtedness and of any other long-term Indebtedness which would
otherwise be included therein, (ii) accrued but unpaid interest with respect to
the Indebtedness and (iii) the current portion of Indebtedness constituting
Capitalised Lease Obligations.


 


“Consolidated EBITDA” means, for any
applicable computation period, Consolidated Net Income for such period from
continuing operations, notwithstanding that same may not


 


14





















 


constitute
continuing operations plus, in each case to the extent deducted in determining
Consolidated Net Income for such period, (a) taxes accrued during such period,
plus (b) interest expense accrued during such period, plus (c) amortisation and
depreciation expenses for such period.  Such calculation
shall exclude the effect on such Consolidated Net Income of:


 


(i)                                     non-cash
extraordinary, non-cash unusual and non-cash non-recurring gains, losses and
charges occurring during such period;


 


(ii)                                  non-recurring
charges related to assimilation of persons acquired, and the expenses of,
Permitted Acquisitions, including expenses incurred in connection with the
retirement of Indebtedness of persons so acquired;


 


(iii)                               the
write-off of debt financing fees associated with terminated credit facilities;


 


(iv)                              any
non-cash pre-acquisition write-offs or similar charges incurred by a person
acquired pursuant to a Permitted Acquisition that as the result of a pooling of
interest are included in the Parent’s consolidated financial statements for the
period;


 


(v)                                 any
non-cash write-offs or similar non-cash charges which are recorded following a
Permitted Acquisition in the Parent’s consolidated financial statements with
respect to an acquired person’s assets to the extent such amounts were
accounted for in the first twelve months following the date such acquisition
was consummated;


 


(vi)                              any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of Consolidated Net Income accrued at
any time after the Initial Borrowing Date;


 


(vii)                           any
profits (or adding back losses) attributable to minority interests in the
Group;


 


(viii)                        until
the fiscal year ending 31 December 2004, any contribution attributable (on a basis
satisfactory to the Agent) to the Paper Merchant Division;


 


(ix)                                one-time
charges (including, without limitation, restructuring charges and any upfront
fees related to these Facilities, the refinancing of the Senior Subordinated
Notes and the issue of the Senior Subordinated Convertible Bonds) occurring
during such period to the extent not already included above; and


 


(x)                                   for
the fiscal year ended 31 December 2003 only any cash extraordinary and/or
exceptional gains or losses,


 


provided that
Consolidated EBITDA for any period shall be reduced by the aggregate amount of
all cash payments made during such period in respect of any amounts previously
excluded pursuant to sub-paragraphs (i), (iv), (v), (vii), (viii) and (ix) of
this sentence, whether in such period or a prior period.


 


“Consolidated EBITDAR” means, for any
period, Consolidated EBITDA for such period, adjusted by adding thereto the
amount of all rent and lease expense included as a component of Consolidated
Fixed Charges for such period pursuant to sub-paragraph (ii) of the definition
thereof and which was deducted in arriving at Consolidated Net Income (and not
already added back in determining Consolidated EBITDA) for such period.


 


15





















 


“Consolidated Fixed Charge Coverage Ratio”
for any period, means the ratio of Consolidated EBITDAR to Consolidated Fixed
Charges for such period.


 


“Consolidated Fixed Charges” means, for any
period, the sum, without duplication, of (i) Consolidated Interest Expense
for such period, (ii) the amount of all rent expense of, and lease
payments expensed by, the Parent and its Subsidiaries with respect to Real
Property (including land, buildings, improvements and fixtures, including
Leaseholds) and vehicles, determined on a consolidated basis for such period,
(iii) the amount of all Capital Expenditures made by the Parent and its
Subsidiaries determined on a consolidated basis for such period (other than
Capital Expenditures to the extent made pursuant to Clause 24.1(b) (Capital Expenditures)), (iv) all Dividends
(excluding dividends paid-in-kind through the issuance of additional shares of
share capital of the Parent) actually paid by the Parent in relation to the
Parent Preference Shares A and the Parent Common Stock during such period and
(v) the scheduled principal amount of all amortisation payments with respect to
the Term Facilities for such period (as determined on the first day of the
respective period).


 


“Consolidated Indebtedness” means, as at any
date of determination, the aggregate stated balance sheet amount of all
Indebtedness of the Parent and its Subsidiaries (excluding (i) all Contingent
Obligations other than Contingent Obligations which are required, in accordance
with GAAP, to be reflected on the consolidated balance sheet of the Parent and
its Subsidiaries and (ii) obligations under any Hedging Agreements and Other
Hedging Agreements or other similar types of agreements) on a consolidated
basis as determined in accordance with GAAP, provided that notwithstanding any
contrary treatment pursuant to GAAP, (a) the aggregate amount of guarantees or
letters of credit issued in support of Indebtedness of persons which are not
Subsidiaries of the Parent shall at all times be included as a component of
Consolidated Indebtedness and (b) the amount of Permitted Receivables
Transaction Outstandings at any time shall be included as a component of
Consolidated Indebtedness.


 


“Consolidated Interest Coverage Ratio”
means, for any period, the ratio of Consolidated EBITDA to Consolidated
Interest Expense for such period.


 


“Consolidated Interest Expense” means, for
any period, the total consolidated interest expense of the Parent and its
Consolidated Subsidiaries for such period plus, without duplication, that
portion of Capitalised Lease Obligations of the Parent and its Consolidated
Subsidiaries representing the interest factor for such period excluding (to the
extent included in total consolidated interest expense) upfront fees relating
to these Facilities or the refinancing of the Senior Subordinated Notes.  Notwithstanding
anything to the contrary contained above, to the extent Consolidated Interest
Expense for any period does not already include all Receivables Facility
Financing Costs for such period, the amount of such Receivables Facility
Financing Costs shall be added to (and form part of) Consolidated Interest
Expense.  Notwithstanding anything to the
contrary contained above, to the extent any Test Period begins before the
Initial Borrowing Date, Consolidated Interest Expense as calculated above for
each such period shall instead be deemed to be for a period as set out in
column 1 below and for an amount equal to the product of such number of times
as set out in column 2 below and the Consolidated Interest Expense as calculated
above.


 


16





















 


	
  Column 1 - Deemed Test
  Period

  	
   

  	
  Column 2 – Multiplier

  
	
  For the period beginning on
  1 January 2004 and ending on 31 March 2004.

  	
   

  	
  4

  
	
  For the period beginning on
  1 January 2004 and ending on 30 June 2004.

  	
   

  	
  2

  
	
  For the period beginning on
  1 January 2004 and ending on 30 September 2004.

  	
   

  	
  1.33

  



 


“Consolidated Leverage Ratio” means, on any
date, the ratio of (i) Consolidated Indebtedness on such date to (ii)
Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended on or prior to such date, in each case taken as one accounting
period, provided that (x) to the extent any €5 Million Permitted Acquisition or
any €5 Million Asset Sale (for purposes of the Consolidated Leverage Ratio) has
occurred during the relevant Test Period, Consolidated EBITDA shall be
determined for the respective Test Period on a Pro Forma Basis for such
occurrences and (y) for the purpose of calculating the Consolidated Leverage
Ratio, freely available cash balances of the Group held with a Lender in an
aggregate amount not to exceed €50,000,000 shall be deducted from the amount of
Consolidated Indebtedness.


 


“Consolidated Net Income” means, for any
period, the net income (or loss) of the Parent and its Consolidated
Subsidiaries for such period, determined on a consolidated basis (after any
deduction for minority interests), provided that (a) in determining
Consolidated Net Income, the net income of any person which is not a Subsidiary of
the Parent or is accounted for by the Parent by the equity method of accounting
shall be included only to the extent of the payment of cash dividends or cash
distributions by such other person to the Parent or a Subsidiary thereof during
such period, (b) the net income of any Subsidiary of the Parent shall be
excluded to the extent that the declaration or payment of cash dividends or
similar distributions by that Subsidiary of that net income is not at the date
of determination permitted by operation of its charter or any agreement,
instrument or law applicable to such Subsidiary, (c) the net income (or loss)
of any other person acquired by such specified person or a Subsidiary of such
person in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded and (d) after tax gains and losses from
Asset Sales (without regard to the exceptions in (d) or (e) in the proviso of
the definition thereof) or abandonments or reserves relating thereto shall be
excluded.


 


“Consolidated Net Income Available to Common”
means, for any period, Consolidated Net Income for such period less (to the
extent same have not already been deducted in determining such Consolidated Net
Income) the amount of all Dividends (excluding Dividend paid pursuant to Clause
26.3(f) (Restricted Payments) to
the extent representing a return of the issue price rather than the payment of
accrued dividends thereon) paid or accrued (whether or not paid, and including
amounts attributable to dividends paid-in-kind) during the respective period
with respect to Preferred Stock (including, without limitation, all such
amounts attributable to the Parent Preference Shares A, the Parent Preference
Shares B (after any issuance thereof), the Parent Preference Shares C and any
other Preferred Stock of Parent (from time to time issued).


 


17





















 


“Consolidated Subsidiaries” means, as to any
person, all Subsidiaries of such person which are consolidated with such person
for financial reporting purposes in accordance with GAAP.


 


“Consolidated Tangible Assets” means, at any
time, the total consolidated assets of the Parent and its Consolidated
Subsidiaries as same would be shown on a consolidated balance sheet of the
Parent prepared in accordance with GAAP, provided that all intangible assets
(in any event including good will) shall be excluded in making such
determinations.


 


“Contingent Obligation” means, as to any
person, any obligation of such person guaranteeing or intended to guarantee any
Indebtedness, leases or dividends (“primary
obligations”) of any other person (the “primary obligor”) in any manner, whether directly or
indirectly or to otherwise assure or hold harmless the holder of such
primary obligation against loss in respect thereof, provided, however, that the
term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such person is required to perform thereunder) as
determined by such person in good faith.


 


“Continuing Director” means a director who
is either a member of the Supervisory Board of the Parent on the Initial
Borrowing Date or who became a member of the Supervisory Board of the Parent
subsequent to the Initial Borrowing Date and whose election, or nomination for
election by the Parent’s shareholders, was duly approved by a majority of the
Continuing Directors then on the Supervisory Board of the Parent.


 


“Converted C1 Facility” has the meaning
ascribed to that term in Clause 2.1(f)(i) (The
Facilities).


 


“Converted C1 Facility Advance” has the
meaning ascribed to that term in Clause 2.1(f) (i)(The Facilities).


 


“Converted C2 Facility” has the meaning
ascribed to that term in Clause 2.1(g)(i) (The
Facilities).


 


“Converted C2 Facility Advance” has the
meaning ascribed to that term in Clause 2.1(g) (i) (The Facilities).


 


“Default” means
an Event of Default or any event or circumstance which (with the passage of
time, the expiry of a grace period, the giving of notice, the making of any
determination under any of the Finance Documents or any combination of any of
the foregoing) would be an Event of Default.


 


“Defaulting Lender”
means any Lender with respect to which a Lender Default is in effect.


 


“Dividend” means, with respect to any
person, that such person has declared or paid a dividend (excluding dividends
paid by the Parent in the Parent Common Stock and Parent Preferred Stock) or
returned any equity capital to its stockholders, partners or members or authorised
or made any other distribution, payment or delivery of property (other than
ordinary share capital of such person) or cash to its stockholders, partners or
members as such, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for a


 


18





















 


consideration
any shares of any class of its share capital or any partnership or membership
interests outstanding (or any options or warrants issued by such person with
respect to its share capital or other Equity Interests), or set aside any funds
for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the share capital or any partnership or membership interests of
such person outstanding (or any options or warrants issued by such person with
respect to its share capital or other Equity Interests).


 


“Documentary Credit” means a letter of credit, bank guarantee
or other documentary credit issued or to be issued by an L/C Bank pursuant to
Clause 4.1 (Conditions to Utilisation) or assumed in
accordance with Clause 5.12 (Assumption of
Existing Documentary Credits) and, where relevant, issued in
conformity with Uniform Customs and Practice for Documentary Credits (1993
Revision) ICC Publication No. 500.


 


“Dollar Swingline Facility Advance” means an
advance denominated in dollars as from time to time reduced by repayment made
or to be made by the Swingline Facility Lenders under the Swingline Facility.


 


“Dollar Swingline Facility Outstandings”
means, at any time, the aggregate principal amount of the Dollar Swingline
Facility Advances outstanding under this Agreement.


 


“Double Taxation Treaty” means in relation to a payment of interest
on an Advance made to a particular Borrower, any convention or agreement
between the government of the Relevant Tax Jurisdiction of the Borrower and any
other government for the avoidance of double taxation with respect to taxes on
income and capital gains which makes provision in relation to interest.


 


“Dutch GAAP” means generally accepted
accounting principles in The Netherlands.


 


“Dutch Guarantor” means each of the parties
as set out in Part II of Schedule 1 (Original
Guarantors) named as Dutch Guarantors and any Acceding Guarantor
incorporated in The Netherlands.


 


“Effective  Date”
means the date of this Agreement.


 


“Eligible Institution” means and includes a
commercial bank, a finance company, an insurance company, a financial
institution, fund or other person which regularly lends, or purchases
interests, in loans or extensions of credit of the types made pursuant to this
Agreement, but in any event excluding the Parent and its Subsidiaries and
Affiliates.


 


“EMU  Legislation”
means the legislative measures of the European Union for the introduction of
changeover to or operation of the euro in one or more member states being in
part legislative measures to implement the third stage of the European Monetary
Union.


 


“End  Date”
has the meaning ascribed to that term in the definition of “Applicable Margin”.


 


“Environment” means living organisms including the ecological systems of
which they form part and the following media:


 


(a)                                  air
(including air within natural or man-made structures, whether above or below
ground);


 


19





















 


(b)                                  water
(including territorial, coastal and inland waters, water under or within land
and water in drains and sewers); and


 


(c)                                  land
(including land under water).


 


“Environmental  Claims” means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, directives, claims, liens,
notices of non-compliance or violation, investigations or proceedings pursuant
to or under any Environmental Law or any permit issued, or any approval given,
under any such Environmental Law or Environmental Licence.


 


“Environmental  Law” means all laws and regulations of any relevant
jurisdiction which:


 


(a)                                  have
as a purpose or effect the protection of, and/or prevention of harm or damage
to, the Environment;


 


(b)                                  provide
remedies or compensation for harm or damage to the Environment; and


 


(c)                                  relate
to Hazardous Materials or health or safety matters.


 


“Environmental Licence” means any
Authorisations required at any time under Environmental Law.


 


“Equity  Interests”
means, in relation to any person, any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interest
in (however designated) equity of such person, including any preferred stock,
any limited or general partnership interest and any limited liability company
membership interest.


 


“ERISA” means the U.S. Employee Retirement
Income Security Act of 1974, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.  Section references to ERISA are to ERISA, as
in effect as at the Effective Date and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.


 


“ERISA  Affiliate”
means each person (as defined in Section 3(9) of ERISA) which together with the
Parent or a Subsidiary of the Parent would be deemed to be a “single employer”
(i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii)
as a result of the Parent or a Subsidiary of the Parent being or having been a
general partner of such person.


 


“EURIBOR” means,
in relation to any amount owed by an Obligor under this Agreement in euro on
which interest for a given period is to accrue:


 


(a)                                  the
rate per annum for deposits in euro which appears on the Relevant Page for such
period at or about 11.00 am (Brussels time) on the Quotation Date for such
period; or


 


(b)                                  if no
such rate is displayed and the Agent shall not have selected an alternative
service on which such rate is displayed, the arithmetic mean (rounded upwards,
if not already such a multiple, to 4 decimal places) of the rates (as notified
to the Agent) at which each of the Reference Banks was offering to prime banks
in the European interbank market deposits in euro for such period at or about
11.00 am (Brussels time) on the Quotation Date for such period.


 


20





















 


“Euro Amount” means:


 


(a)                                  in
relation to an Advance, (i) if such Advance is denominated in euro, the amount
of such Advance or (ii) if such Advance is denominated in a currency other than
euro, the equivalent in euro of such Advance, as the amount specified in the
Utilisation Request for that Advance as adjusted, if necessary, in accordance
with the terms of this Agreement and to reflect any repayment, consolidation or
division of that Advance;


 


(b)                                  in
relation to a Documentary Credit, (i) if such Documentary Credit is denominated
in euro, the Outstanding L/C Amount in relation to it at such time or (ii) if
such Documentary Credit is not denominated in euro, the equivalent in euro of
the Outstanding L/C Amount at such time, calculated as at the later of (A) the
date which falls 2 Business Days before its issue date or any renewal date or
(B) the date of any revaluation pursuant to Clause 5.3 (Revaluation
of Documentary Credits); and


 


(c)                                  in
relation to any Outstandings, the aggregate of the Euro Amounts (calculated in
accordance with paragraphs (a) and (b) above) of each outstanding Advance
and/or Outstanding L/C Amount, made under the relevant Facility or Facilities
(as the case may be), (i) if such Outstandings are denominated in euro, the
aggregate amount in euro of it at such time or (ii) if such Outstandings are
not denominated in euro, the equivalent in euro of the aggregate amount of it
at such time.


 


“Euro Swingline Facility Advance” means an advance denominated in euro as
from time to time reduced by repayment made or to be made by the Swingline
Facility Lenders under the Swingline Facility.


 


“Euro Swingline Facility Outstanding” means, at any time, the aggregate
principal amount of the Euro Swingline Facility Advances outstanding under this
Agreement.


 


“Europcenter” means Buhrmann Europcenter
N.V., a corporation organised under the laws of the Kingdom of Belgium.


 


“Event of Default” means any of the events or circumstances described as such in
Clause 28 (Events of Default).


 


“Excess Cash Flow” means, for any period,
the amount (if any) by which:


 


(a)                                  the sum of:


 


(i)                                    Adjusted Consolidated Net Income
(excluding any amounts of Consolidated Net Income attributable to CEAL and its
Subsidiaries but including any cash Dividends actually received from CEAL only)
for such period; and


 


(ii)                                the decrease, if any, in Adjusted
Consolidated Working Capital (excluding any decrease in Adjusted Consolidated
Working Capital attributable to CEAL and its Subsidiaries) from the first day
to the last day of such period,


 


exceeds:


 


(b)                                  the sum of:


 


21





















 


(i)                                    the aggregate amount of all Capital
Expenditures made by the Parent and its Subsidiaries during such period (other
than Capital Expenditures to the extent financed with existing moneys);


 


(ii)                                the aggregate amount of all Permitted Acquisitions
made by the Parent and its Subsidiaries during such period (other than Permitted
Acquisitions to the extent financed with existing moneys);


 


(iii)                            the aggregate amount of permanent principal payments
of Indebtedness for borrowed money of the Parent and its Subsidiaries during
such period (other than, without double counting, (A) repayments to the extent
made with existing moneys, (B) repayments of the Borrower’s 121⁄4 per cent.
Senior Subordinated Notes due 2009 to the extent made with cash on the
consolidated balance sheet of the Parent and its Subsidiaries and (C)
repayments of Outstandings, unless such repayments of Outstandings were (1)
required as a result of a Scheduled Repayment and paid with internally
generated funds or (2) made as a voluntary prepayment with internally generated
funds (but in the case of a voluntary prepayment of the Revolving Facility,
only to the extent accompanied by a voluntary reduction to the Revolving
Facility Commitments));


 


(iv)                               the increase, if any, in Adjusted Consolidated Working
Capital (excluding any increase in Adjusted Consolidated Working Capital
attributable to CEAL and its Subsidiaries) from the first day to the last day
of such period;


 


(v)                                   the aggregate amount of cash Dividends
paid by the Parent during such period pursuant to paragraph (g) of Clause 26.3
(Restricted Payments), as the
case may be;


 


(vi)                               the net amount of Investments (i.e., the amount
invested during the respective period, net of any returns on investments
previously made pursuant to said sections during said period) pursuant to
Clause 26.5(g)(ii) and/or (n) (Advances,
Investments and Loans); and


 


(vii)                           one-time charges (including, without limitation,
restructuring charges and any upfront fees related to these Facilities, the
refinancing of the Senior Subordinated Notes and the issue of the Senior
Subordinated Convertible Bonds) occurring during such period to the extent not
already included above.


 


For the purposes of this definition only:


 


(A)                              “existing
moneys” means equity proceeds, share capital, Asset Sales proceeds,
insurance proceeds and/or Indebtedness; and


 


(B)                                in calculating Adjusted Consolidated
Working Capital, any amounts expressed in currencies other than euros shall be
converted into euros (as shown on Reuters ECB page 37 or, if same does not
provide such exchange rate, on such other basis as may be satisfactory to the
Agent) for the exchange of such currency into euros for the last day of the
fiscal year of the Parent.


 


22





















 


“Excess Cash Flow Payment Date” means the
date occurring 105 days after the last day of each fiscal year of the Parent,
with the first Excess Cash Flow Payment Date to occur on the 105th
day after the last day of the fiscal year of the Parent ending closest to 31
December, 2004.


 


“Excess Cash Flow Payment Period” means,
with respect to the repayment required on each Excess Cash Flow Payment Date,
the immediately preceding fiscal year of the Parent.


 


“Existing Credit Agreement” means the Credit
Agreement dated 26 October 1999 between, inter alios, the Parent, the Borrower,
the banks and financial institutions named therein and the Bankers Trust
Company as administrative agent as amended, modified or supplemented from time
to time.


 


“Existing Documentary Credit” means each
letter of credit, bank guarantee or other documentary credit as set out in
Section C of Part II of Schedule 10 (Existing
Indebtedness) each as issued pursuant to or existing under the
Existing Credit Agreement and outstanding on the Initial Borrowing Date.


 


“Existing Indebtedness” means all Third Party Existing
Indebtedness and all Intercompany Existing Indebtedness existing as at the
Effective Date each as set out in Part II of Schedule 10 (Existing
Indebtedness).


 


“Existing Lien” means the list of Liens existing as at the Effective Date set
out in Part I of Schedule 10 (Existing Liens).


 


“Expiry Date” means, in relation to any Documentary Credit granted under
this Agreement, the date stated in it to be its expiry date or the latest date
on which demand may be made under it.


 


“Facilities” means the Term Facilities, the Revolving Facility, the
Swingline Facility and (subject to Clause 7 (Uncommitted
Incremental Facilities)) the Incremental Revolving Facility and the
Incremental Term Facility granted to the Borrower in this Agreement, and “Facility” means any of them as the context
may require.


 


“Facilities Obligations” means all amounts
owing to the Finance Parties pursuant to the terms of this Agreement or any
other Finance Document.


 


“Facility Office” means:


 


(a)                                  in
relation to the Agent, the office identified with its signature below or such
other office as it may, from time to time select for performance of its agency
function under this Agreement; and


 


(b)                                  in
relation to a Lender, the office from time to time designated by it to the
Agent for the purposes of this Agreement (or, in the case of a Transferee, at
the end of the Transfer Certificate to which it is a party as Transferee) or
such other office as such Lender may from time to time select.


 


“Fair  Market
Value” means, with respect to any
asset, the price at which a willing buyer, not an Affiliate of the seller, and
a willing seller who does not have to sell, would agree to purchase and sell
such asset, as determined in good faith by the board of directors or other
governing body or, pursuant to a specific delegation of authority by such board
of directors or


 


23





















 


governing
body, a designated senior executive officer, of the Parent or the Subsidiary of
the Parent selling such asset.


 


“Federal Funds Rate” means in relation to
any day, the rate per annum equal to:


 


(a)                                  the
weighted average of the rates on overnight Federal Funds transactions with
members of the US Federal Reserve System arranged by Federal Funds brokers, as
published for that day (or, if that day is not a New York Business Day, for the
immediately preceding New York Business Day) by the Federal Reserve Bank of New
York; or


 


(b)                                  if a
rate is not published for that day or immediately preceding New York Business
Day, the average of the quotations for that day on those transactions received
by the Agent from three Federal Funds brokers of recognised standing selected
by the Agent.


 


“Fee Letters” means the fee letters referred to in Clauses 17.2 (Underwriting Fee) and 17.3 (Agency Fee).


 


“€5 Million Asset Sale” means any Asset Sale
where the aggregate consideration (taking the Fair Market Value of any non-cash
consideration) received by the Parent and its Subsidiaries in connection
therewith is equal to or in excess of €5,000,000 (or its equivalent in other
currencies).


 


“€5 Million Permitted Acquisition” means
each Permitted Acquisition where the aggregate consideration paid (or which may
be paid) in connection therewith (including any deferred compensation
arrangements, the principal amount of Seller Debt and/or Permitted Acquired
Debt and the Fair Market Value of all Equity Interests in the Parent issued as
consideration in connection therewith) exceeds €5,000,000 (or its equivalent in
other currencies).


 


“Final Maturity Date” means:


 


(a)                                  in
respect of the Revolving Facility and the Incremental Revolving Facility, the
date falling 60 months after the date of this Agreement;


 


(b)                                  in
respect of the A Facility, subject to Clause 10.1 (Repayment of A Facility Outstandings), the date falling 72 months
after the date of this Agreement;


 


(c)                                  in
respect of the B Facilities, subject to Clause 10.2 (Repayment of B Facility Outstandings), the date falling 84
months after the date of this Agreement;


 


(d)                                  in
respect of the C Facilities, subject to Clause 10.3 (Repayment of C Facility Outstandings), the date falling 84
months after the date of this Agreement; and


 


(e)                                  in
respect of the Incremental Term Facility, the Incremental Term Facility
Maturity Date.


 


“Finance Documents” means:


 


(a)                                  this
Agreement, any Documentary Credit, any Accession Notices, Transfer Certificates
and the Fee Letters;


 


(b)                                  any
Incremental Facility Commitment Agreement;


 


24





















 


(c)                                  the
Security Documents;


 


(d)                                  the
Intercreditor Deed;


 


(e)                                  the
Hedging Agreements;


 


(f)                                    any
Additional Security Document; and


 


(g)                                 any
other agreement or document designated a “Finance
Document” in writing by the Parent and the Agent.


 


“Finance Parties” means the Agent, the Arrangers, the Security Trustee, the
Lenders and each Hedge Counterparty to a Hedging Agreement and “Finance Party” means any of them.


 


“GAAP” means
in relation to any financial statement to be delivered in accordance with this
Agreement generally accepted accounting principles in The Netherlands


 


“Group” means
the Parent, the Borrower, and all other Subsidiaries of the Parent from time to
time.


 


“Group Business” means the business as conducted by the Parent and its
Subsidiaries on the date of this Agreement and any logical extensions or
related ancillary businesses thereto (including business functions incidental
to such business).


 


“Group Structure Chart” means the group structure chart set out in
Schedule 9 (Group Structure).


 


“Guarantee” means the guarantee contained in Clause 30 (Guarantee and Indemnity).


 


“Guarantors” means the Original Guarantors and any Acceding Guarantors and
“Guarantor” means any one of them,
as the context requires.


 


“Hazardous Materials” means (a) any
petroleum or petroleum products, radioactive materials, asbestos in any form
that is friable, urea formaldehyde foam insulation, transformers or other
equipment that contains dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas, (b) any chemicals, materials or substances
defined as or included in the definition of “hazardous substances”, “hazardous
waste”, “hazardous materials”, “extremely hazardous substances”, “restricted
hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”,
or words of similar import, under any applicable Environmental Law and
(c) any other chemical, material or substance, the Release of which is
prohibited, limited or regulated by any governmental authority.


 


“Hedge Counterparty” means each party other than a member of
the Group to a Hedging Agreement or, as the case may be, an Other Hedging
Agreement and “Hedge Counterparties”
means all such parties.


 


“Hedging Agreement” means any agreement entered into in
connection with Clause 25.12 (Interest Rate
Protection) between a member of the Group and a Lender in respect of
an interest rate swap, currency swap, forward foreign exchange transaction,
cap, floor, collar or option transaction or any other treasury transaction or
any combination of it or any other transaction entered into in connection with
protection against or benefit from fluctuation in any currency, rate or price.


 


25





















 


“Hedging Letter” means the letter dated on or about the date of this Agreement
from the Agent to the Parent setting out the agreed hedging policy in respect
of the Term Facilities (other than the Incremental Term Facility).


 


“Holding Company” means a company or corporation of which another company or
corporation is a Subsidiary.


 


“Increased Cost” means:


 


(a)                                  any
reduction in the rate of return from a Facility or on a Finance Party’s (or an
Affiliate’s) overall capital;


 


(b)                                  any
additional or increased cost; or


 


(c)                                  any
reduction of any amount due and payable under any Finance Document,


 


which is incurred
or suffered by a Finance Party or any of its Affiliates to the extent that it
is attributable to that Finance Party having agreed to make available its
Commitment or having funded or performed its obligations under any Finance
Document.


 


“Incremental Facility Commitment Agreement”
means an Incremental Revolving Facility Commitment Agreement or an Incremental
Term Facility Commitment Agreement, as the context may require.


 


“Incremental Revolving Facility” means, subject to Clause 7 (Uncommitted Incremental Facilities), the
uncommitted revolving credit facility as may be granted to the Borrower
pursuant to Clause 2.1(h) (The Facilities).


 


“Incremental Revolving Facility Commitment” means, in relation to an Incremental
Revolving Facility Lender at any time, and save as otherwise provided in this
Agreement, any commitment to make Utilisations provided by such Incremental
Revolving Facility Lender pursuant to Clause 7 (Uncommitted Incremental Facilities), in such amount as
agreed to by such Incremental Revolving Facility Lender in the respective
Incremental Revolving Facility Commitment Agreement.


 


“Incremental Revolving Facility Commitment Agreement”
means each incremental revolving facility commitment agreement in the form set
out in Part IV of Schedule 4 (Form of
Incremental Revolving Facility Commitment Agreement).


 


“Incremental Revolving Facility Lender” has
the meaning ascribed to that term in Clause 7.2(b) (Incremental Revolving Facility Commitment Agreement).


 


“Incremental Term Facility” means, subject to Clause 7 (Uncommitted Incremental Facilities), the
uncommitted term loan facility as may be granted to the Borrower pursuant to
Clause 2.1(i) (The Facilities).


 


“Incremental Term Facility Advance” means an advance (as from time to time
reduced by repayment) made or to be made by one or more of the Lenders under
the Incremental Term Facility or arising in respect of the Incremental Term
Facility.


 


“Incremental Term Facility Commitment” means, in relation to a Lender at any
time, and save as otherwise provided in this Agreement, any commitment to make
Incremental Term


 


26





















 


Facility
Advances provided by such Lender pursuant to Clause 7 (Uncommitted Incremental Facilities), in
such amount as agreed to by such Lender in the respective Incremental Term
Facility Commitment Agreement.


 


“Incremental Term Facility Commitment Agreement”
means each incremental term facility commitment agreement in the form set out
in Part III of Schedule 4 (Form of
Incremental Term Facility Commitment Agreement).


 


“Incremental Term Facility Lender” has the
meaning ascribed to that term in Clause 7.1(b) (Incremental Term Facility Commitment Agreement).


 


“Incremental Term Facility Maturity Date”
means, for any Tranche of Incremental Term Facility, the final maturity date
specified for such Tranche of Incremental Term Facility in the relevant
Incremental Term Facility Commitment Agreement relating thereto, provided that
the final maturity date for all Incremental Term Facility Advances of a given
Tranche shall be the same date.


 


“Incremental Term Facility Outstandings” means, at any time, the aggregate
principal amount of the Incremental Term Facility Advances outstanding under
this Agreement.


 


“Incremental Term Facility Repayment Date”
has the meaning ascribed to that term in Clause 10.4 (Repayment of Incremental Term Facility Outstandings).


 


“Incremental Term Facility Scheduled Repayment”
has the meaning ascribed to that term in Clause 10.4 (Repayment of Incremental Term Facility Outstandings).


 


“Incremental Term Facility Utilisation Date”
shall mean, with respect to each Tranche of Incremental Term Facility, each
date on which Incremental Term Facility Advances of such Tranche are incurred
pursuant to Clause 4.2 (Conditions to
Utilisation of Incremental Term Facility) and as otherwise permitted
by Clause 7 (Uncommitted Incremental
Facilities).


 


“Indebtedness” means, as to any person,
without duplication:


 


(a)                                  all
indebtedness of such person for borrowed money or for the deferred purchase
price of property or services;


 


(b)                                  the
maximum amount available to be drawn under all letters of credit (excluding
trade letters of credit), bankers’ acceptances and similar obligations issued
for the account of such person and all unpaid drawings in respect of such
letters of credit (excluding trade letters of credit), bankers’ acceptances and
similar obligations;


 


(c)                                  the
aggregate amount required to be capitalised under leases under which such
person is the lessee;


 


(d)                                  all
obligations of such person to pay a specified purchase price for goods or
services, whether or not delivered or accepted, i.e., take-or-pay and similar
obligations;


 


(e)                                  all
Contingent Obligations of such person;


 


(f)                                    all
obligations under any Hedging Agreement or Other Hedging Agreement or under any
similar type of agreement; and


 


27





















 


(g)                                 the
amount of Permitted Receivables Transaction Outstandings from time to time.


 


Notwithstanding
anything to the contrary contained above or elsewhere in this Agreement,
Indebtedness shall not include trade payables and accrued expenses incurred by
any person in accordance with customary practices and in the ordinary course of
business of such person.


 


“Indebtedness to be Refinanced” means all
Indebtedness of the Parent and its Subsidiaries outstanding immediately before
the consummation of the Transaction (including, without limitation,
Indebtedness referred to in Clause 2.2(a) (Purpose)
which is to be repaid or refinanced on the Initial Borrowing Date, including
any such Indebtedness which is not permitted to remain outstanding after the
Initial Borrowing Date pursuant to Clause 26.4 (Indebtedness) or as set out in paragraph 11 of Part I of
Schedule 3 (Conditions Precedent to First
Utilisation).


 


“Indemnifying Lender” has the meaning ascribed to that term in
Clause 5.1(b) (Issue of Documentary Credits).


 


“Information Memorandum” means the document dated November 2003
concerning the Obligors which, at the request of the Parent and on its behalf,
was prepared in relation to this transaction and distributed by the Arrangers
to selected banks and other institutions during November and December 2003 for
the purposes of syndication of the Facilities.


 


“Initial Borrowing Date” means the date
falling on the first Utilisation of the Facilities.


 


“Instructing Group” means Lenders, the sum
of whose Term Facility Outstandings (or, if prior to the occurrence of the
Utilisations on the Initial Borrowing Date, whose Term Facility Commitments),
Incremental Revolving Facility Commitments, Incremental Term Facility
Commitments and Revolving Facility Commitments (or after the termination
thereof, the Incremental Revolving Facility Outstandings, the Incremental Term
Facility Outstandings and the Revolving Facility Outstandings) as of any date
of determination represent greater than 50 per cent. of the sum of all Term
Facility Outstandings (or, if prior to the occurrence of the Utilisations on
the Initial Borrowing Date, whose Term Facility Commitments) and the sum of all
Incremental Revolving Facility Commitments, Incremental Term Commitments and
Revolving Facility Commitments of all Lenders at such time (or after the
termination thereof, the sum of the then total Incremental Revolving Facility Outstandings,
Incremental Term Facility Outstandings and Revolving Facility Outstandings of
all Lenders at such time).


 


“Instructing Group’s
Satisfaction” means, in relation to any documentation being
satisfactory to the Instructing Group as contained in the definitions of “Permitted
Receivables Transaction” and “Permitted Subordinated Indebtedness”, such
documentation shall be deemed satisfactory and approved by the Instructing
Group so long as (a) the relevant documentation (in substantially final form which
has been approved by the Agent) is distributed to the Lenders at least 5
Business Days prior to the entering into of such documentation, (b) the
Instructing Group does not object thereto within such 5 Business Days and (c)
the Agent approves the final form of the documentation relating thereto.


 


“Intellectual Property Rights” means any patent, trade mark, service
mark, registered design, trade name or copyright or any license to use any of
the same.


 


28





















 


“Intercompany Existing Indebtedness” means
the list of Indebtedness existing on the Effective Date set out in Section B (Intercompany Existing Indebtedness) of
Part II of Schedule 10 (Existing
Indebtedness).


 


“Intercompany Loan” means each intercompany
loan or advance between or among the Parent and its Subsidiaries or between or
among Subsidiaries of the Parent.


 


“Intercreditor Deed” means the intercreditor
deed dated on or about the date of this
Agreement between the Parent, the Borrower, the Agent, the Security
Trustee, the Lenders, the Original Guarantors and certain other parties.


 


“Interest Period” means, save as otherwise provided in this Agreement, any of
those periods mentioned in Clause 15.1 (Interest Periods for Term
Facility Advances).


 


“Investments” has the meaning ascribed to
that term in Clause 26.5 (Advances,
Investments and Loans).


 


“Law” means:


 


(a)                                  common
or customary law;


 


(b)                                  any
constitution, decree, judgment, legislation, order, ordinance, regulation,
statute, treaty or other legislative measure in any jurisdiction; and


 


(c)                                  any
present or future directive, regulation, practice, concession or requirement
which has the force of law and which is issued by any governmental body, agency
or department or any central bank or other fiscal, monetary, regulatory,
self-regulatory or other authority or agency.


 


“L/C Bank” means Deutsche Bank AG London (and/or affiliates of Deutsche Bank AG
London (including, without limitation, Deutsche Bank Trust Company Americas)
designated by it to act as such with respect to any Documentary Credit) or any
other Lender which has been appointed as L/C Bank in accordance with Clause
5.11 (Appointment and Change of L/C Bank) or
assumed its role as issuer under any Existing Documentary Credits in accordance
with Clause 5.12 (Assumption of Existing
Documentary Credits) and which has not resigned in accordance with
paragraph (c) of Clause 5.11 (Appointment
and Change of L/C Bank).


 


“L/C Bank Accession Certificate” means a duly completed accession
certificate in the form set out in Schedule 11 (Form of L/C
Bank Accession Certificate).


 


“L/C Proportion” means, in relation to a Lender in respect of any Documentary
Credit (save as otherwise provided in this Agreement and taking into account
Clauses 21 (Replacement and Mitigation)
and 39 (Assignments and Transfers))
the proportion (expressed as a percentage) borne by such Lender’s Available
Revolving Facility Commitment to the Available Revolving Facility immediately
prior to the issue of such Documentary Credit.


 


“Leaseholds” of any person, means all the
right, title and interest of such person as lessee or licensee in, to and under
leases or licenses of land, improvements and/or fixtures.


 


“Legal Opinions” means the legal opinions set out in paragraph 8 of Part 1 of
Schedule 3 (Conditions Precedent to First Utilisation).


 


29





















 


“Lender” means
an A Facility Lender, a B1 Facility Lender, a B2 Facility Lender, a C1 Facility
Lender, a C2 Facility Lender, a Revolving Facility Lender, a Dollar Swingline
Facility Lender, a Euro Swingline Facility Lender, an Incremental Revolving
Facility Lender or an Incremental Term Facility Lender, as the context may
require and “Lenders” means all of
them.


 


“Lender Default”
means (i) a failure or refusal (which has not been retracted) of a Lender to
fund its portion of any participating interest required to be purchased by such
Lender pursuant to Clause 6.6 (Purchase of
Swingline Participations) or (ii) a Lender having notified in
writing the Parent, the Borrower and/or the Agent that it does not intend to
comply with its obligations under Clause 6 (Swingline
Facilities) in circumstances which would be contrary to the terms of
this Agreement.


 


“LIBOR” means,
in relation to any amount owed by an Obligor under this Agreement in a currency
other than euro on which interest for a given period is to accrue:


 


(a)                                  the
rate per annum which appears on the Relevant Page for such period at or about
11.00 am on the Quotation Date for such period; or


 


(b)                                  if no
such rate is displayed and the Agent shall not have selected an alternative
service on which such rate is displayed, the arithmetic mean (rounded upwards,
if not already such a multiple, to the nearest 4 decimal places) of the rates
(as notified to the Agent) at which each of the Reference Banks was offering to
prime banks in the London interbank market deposits in the relevant currency
for such period at or about 11.00 am on the Quotation Date for such period.


 


“Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).


 


“Luxembourg Guarantor” means each of the
parties as set out in Part II of Schedule 1 (Original
Guarantors) named as Luxembourg Guarantors and any Acceding
Guarantor incorporated in Luxembourg.


 


“Majority Lenders” of (i) any Facility
(other than the B1 Facility, the B2 Facility, the C1 Facility or the C2
Facility) means those Lenders which would constitute the Instructing Group
under, and as defined in, this Agreement if all outstanding Facilities
Obligations of the other Facilities under this Agreement were repaid in full
and all Commitments, if any, with respect thereto were terminated, (ii) the B1
Facility or the B2 Facility means those Lenders which would constitute the
Instructing Group under, and as defined in, this Agreement, if all outstanding
Facilities Obligations of the other Facilities under this Agreement (other than
both of the B Facilities) were repaid in full and all commitments, if any, with
respect thereto were terminated or (iii) the C1 Facility or the C2 Facility
means those Lenders which would constitute the Instructing Group under, and as
defined in, this Agreement, if all outstanding Facilities Obligations of the
other Facilities under this Agreement (other than both of the C Facilities)
were repaid in full and all commitments, if any, with respect thereto were
terminated.


 


30





















 


“Margin Regulations” means and shall include
each of Regulation T, Regulation U and Regulation X.


 


“Margin Stock” shall have the meaning
provided in Regulation U.


 


“Material Adverse Effect” means (a) any
material adverse condition or material adverse change in or affecting the
business, assets, liabilities, results of operations, financial condition or
prospects of the Parent and its Subsidiaries taken as a whole, or (b) a
material adverse effect (i) on the rights or remedies of any of the Finance
Parties hereunder or under any other Finance Document or (ii) on the ability of
any Obligor to perform its obligations hereunder to any of the Finance Parties.


 


“Material Subsidiary” means, at any time, a
member of the Group:


 


(a)                                  organised
under the laws of a Qualified Jurisdiction; and


 


(b)                                  whose
revenues, consolidated EBITDA or assets (on a consolidated basis if it has
Subsidiaries) represent at least 5 per cent. of the revenues, Consolidated
EBITDA or assets of the Group,


 


and all such
Subsidiaries shall collectively represent at least 66-2/3 per cent. of
consolidated revenues, the Consolidated EBITDA and consolidated assets of the
Group, as determined by reference to the latest annual audited financial
statements for the time being of the Group delivered under paragraph (c) (Annual Financial Statements) of Clause
23.1 (Information Covenants) or,
if the company concerned becomes a Subsidiary of the Parent after the end of
the fiscal year to which such annual audited financial statements of the Group
relate, then the latest management accounts of the Group delivered under
paragraph (a) (Monthly Reports)
of Clause 23.1 (Information Covenants)
which include such company, but so that a certificate of the auditors of the
Group that a Subsidiary of the Parent is or is not a Material Subsidiary (in
accordance with this definition) at any time shall be conclusive.


 


“Member State” means a member of the
European Community.


 


“Moody’s” means Moody’s Investors Service,
Inc.


 


“Multiemployer Plan” means:


 


(a)                                  any
plan, as defined in Section 4001(a)(3) of ERISA, which is maintained or
contributed to (or to which there is an obligation to contribute to) by the
Parent or a Subsidiary of the Parent or an ERISA Affiliate and that is subject
to Title IV of ERISA; and


 


(b)                                  each such
plan which, during the five year period immediately following the latest date
on which the Parent, a Subsidiary of the Parent or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan, if
the Parent, any Subsidiary of the Parent or any ERISA Affiliate could
reasonably incur any liability under such plan.


 


“Necessary Authorisations” means all Authorisations (including any
competition and other clearances necessary in relation to the Environmental
Licences) of any person including any government or other regulatory authority
required by applicable Law to enable it to:


 


31





















 


(a)                                  lawfully
enter into and perform its obligations under the Finance Documents to which it
is party;


 


(b)                                  ensure
the legality, validity, enforceability or admissibility in evidence in England
and, if different, its jurisdiction of incorporation, of such Finance Documents
to which it is party; and


 


(c)                                  carry
on in all material respects its business from time to time.


 


“Net Cash Proceeds” means, of any event, the
gross cash proceeds (including any cash received by way of deferred payment
pursuant to a promissory note, receivable or otherwise, but only as and when
received) received from such event, net of reasonable transaction costs
received from any such event.


 


“Net Sale Proceeds” means, for any sale of
assets, the gross cash proceeds (including any cash received by way of deferred
payment pursuant to a promissory note, receivable or otherwise, but only as and
when received) received from such sale of assets, net of (a) reasonable
transaction costs, (b) payments of unassumed liabilities relating to the assets
sold at the time of, or within 90 days after, the date of such sale, (c) the
amount of such gross cash proceeds required to be used to permanently repay any
Indebtedness (other than Indebtedness of the Lenders pursuant to this
Agreement) which is secured by the respective assets which were sold, and (d)
the estimated marginal increase in taxes which will be payable by the Parent
and its Subsidiaries with respect to the fiscal year in which the sale occurs
as a result of such sale.


 


“New York Business Day” means a day (other
than a Saturday or a Sunday) on which banks are open for general business in New
York City.


 


“Non-Consenting B Facility Lender” means a
Non-Consenting B1 Facility Lender or a Non-Consenting B2 Facility Lender, as
the context may require, and “Non-Consenting
B Facility Lenders” means all of them.


 


“Non-Consenting B1 Facility Lender” means
each B1 Facility Lender that is not a Consenting B1 Facility Lender.


 


“Non-Consenting B2 Facility Lender” means
each B2 Facility Lender that is not a Consenting B2 Facility Lender.


 


“Non-Guarantor Subsidiaries” means
(a) on the Initial Borrowing Date, the Borrower and each Subsidiary of the
Parent listed in Part III of Schedule 10 (Non-Guarantor
Subsidiaries) and (b) after the Initial Borrowing Date, any
Subsidiary of the Parent which is not at such time a Guarantor.


 


“Non-Material Subsidiary” means, at any
time, a member of the Group which is not a Material Subsidiary.


 


“Non-U.S. Pension Plan” means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by any member of the Group for
the benefit of employees of any member of the Group residing outside the United
States of America, which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of


 


32





















 


retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Code.


 


“Non-U.S. Subsidiary” means (a) in the case
of the Parent, each Subsidiary of the Parent which is not a U.S. Subsidiary of
the Parent and (b) in the case of the Borrower, each Subsidiary of the Borrower
which is not a U.S. Subsidiary of the Borrower.


 


“Non-Wholly Owned Subsidiary” means each
Subsidiary of the Parent which is not a Wholly-Owned Subsidiary of the Parent.


 


“Obligors” means the Parent, the Borrower, the Guarantors and any party (other
than a Finance Party) to a Security Document and “Obligor” means any of them.


 


“Obligors’ Agent” means the Parent in its capacity as agent for the Obligors,
pursuant to Clause 31.17 (Obligors’ Agent).


 


“Optional Currency” means:


 


(a)                                  in
relation to any B1 Facility Advance, any
C1 Facility Advance and any Incremental Term Facility Advance, dollars; and


 


(b)                                  in
relation to any Revolving Facility Advance, dollars and any other currency
except euro which:


 


(i)                                    is
readily available to banks in the London interbank market, and is freely
convertible into euro on the Quotation Date and the Utilisation Date for the
relevant Advance; and


 


(ii)                                has been
approved by the Agent (acting on the instructions of all the Lenders) on or
prior to receipt by the Agent of the relevant Utilisation Request.


 


“Original Financial Statements” means:


 


(a)                                  in
relation to the Parent, its audited consolidated financial statements for its
financial year ending 31 December 2002;


 


(b)                                  in
relation to any Acceding Guarantor, its financial statements delivered pursuant
to paragraph 1(d) of Part II of Schedule 7 (Accession  Documents); and


 


(c)                                  the
Pro Forma Financial Statements.


 


“Original Obligors” means the Parent, the Borrower and the
Original Guarantors.


 


“Other Hedging Agreement” means:


 


(a)                                  any
agreement entered into between a member of the Group and a bank or financial
institution (other than a Lender) in respect of any interest rate swap,
currency swap, foreign exchange contracts, cap, floor, collar or optional
transaction or any other treasury transaction or any combination of it or any
other transaction entered into in connection with protection against or benefit
from fluctuating in any rate or price (an “Other
Interest Hedging Agreement”); and


 


33





















 


(b)                                  any
agreement entered into between a member of the Group and a bank or financial
institution (other than a Lender) in respect of any currency swap agreements,
commodity agreements or other similar agreements or arrangements designed to
protect against fluctuations in currency or commodity values (an “Other Currency/Commodity Hedging Agreement”).


 


“Outstanding L/C Amount” means:


 


(a)                                  each
sum paid or payable by an L/C Bank to a Beneficiary pursuant to the terms of a
Documentary Credit; and


 


(b)                                  all
liabilities, costs (including, without limitation, any costs incurred in
funding any amount which falls due from an L/C Bank under a Documentary
Credit), claims, losses and expenses which an L/C Bank (or any of the
Indemnifying Lenders) incurs or sustains in connection with a Documentary
Credit,


 


in each case which
has not been reimbursed or in respect of which cash cover has not been provided
by or on behalf of the Borrower.


 


“Outstandings” means, at any time, the Term Facility Outstandings, the
Revolving Facility Outstandings, the Dollar Swingline Facility Outstandings,
the Euro Swingline Facility Outstandings and any Incremental Term Facility
Outstandings.


 


“Paper Merchant Division” means the former
paper merchant division of the Group Business sold to PaperlinX Limited
pursuant to a sale and purchase agreement dated 8 September 2003 between the
Parent and PaperlinX Limited.


 


“Parent Common Stock” means, as at the
Effective Date, the 250,000,000 ordinary shares of €1.20 par value per share of
the Parent and any further such shares as may be permitted by this Agreement.


 


“Parent Preference Shares A” means, as at
the Effective Date, the 59,940,000 ordinary shares of €1.20 par value per share
of the Parent and any further such shares as may be permitted by this
Agreement.


 


“Parent  Preference
Shares  B” means, as at the Effective Date, the 305,000,000 ordinary
shares of €1.20 par value per share of the Parent and any further such shares
as may be permitted by this Agreement.


 


“Parent Preference Shares C” means, as at
the Effective Date, the 60,000 ordinary shares of €1.20 par value per share of
the Parent and any further such shares as may be permitted by this Agreement.


 


“Parent Preferred Stock” means,
collectively, the Parent Preference Shares A, the Parent Preference Shares B
and the Parent Preference Shares C and, after the issuance thereof, any other
Preferred Stock of the Parent.


 


“Participating Member State” means any member of the European Community
that at the relevant time has adopted the euro as its lawful currency in
accordance with EMU Legislation.


 


34





















 


“PBGC” means the Pension Benefit Guaranty
Corporation established pursuant to Section 4002 of ERISA, or any successor
thereto.


 


“Permitted Acquired Debt” means Indebtedness
of any Subsidiary of the Parent acquired pursuant to a Permitted Acquisition,
which Indebtedness existed at the time of the consummation of such Permitted
Acquisition and was not created in contemplation thereof (and the provisions of
which were not altered in contemplation thereof), so long as (i) the Parent and
its Subsidiaries have no liability with respect to any such Indebtedness and
(ii) any Liens securing such Indebtedness apply only to assets of the
Subsidiary so acquired (and so long as additional assets of such Subsidiary are
not granted as security following, or in contemplation of, the respective
Permitted Acquisition).


 


“Permitted
Acquisition” means, subject to the Permitted Acquisition Conditions,
the acquisition by the Parent or a Wholly-Owned Subsidiary thereof of:


 


(a)                                  assets constituting part of or an entire
business, division or product line of any person not already a Subsidiary of
the Parent;


 


(b)                                  Equity Interests of any person not
already a Subsidiary of the Parent so that, immediately after giving effect to
such acquisition, such person shall constitute a Wholly-Owned Subsidiary; or


 


(c)                                  Equity Interests of any person not
already a Subsidiary of the Parent so that, immediately after giving effect to
such acquisition, if such person does not then become a Wholly-Owned Subsidiary
of the Parent, the consideration paid for such acquisition does not exceed
€20,000,000 (or its equivalent in other currencies),


 


provided that (i) one or more of the acquisitions
referred to in (a) above may be made in any fiscal year of the Parent of those
Equity Interests which would cause the respective person to be a Subsidiary,
but not a Wholly Owned Subsidiary and (ii) the aggregate consideration paid
(determined in accordance with paragraph (a) of the definition of Permitted
Acquisition Conditions) for all such acquisitions during any fiscal year of the
Parent does not (A) in the event the Consolidated Leverage Ratio (on a Pro
Forma Basis) is greater than 3.75:1.00, exceed €25,000,000 and (B) in the event
the Consolidated Leverage Ratio (on a Pro Forma Basis) is less than or equal to
3.75:1.00, exceed €100,000,000.


 


“Permitted
Acquisition Conditions” means, in relation to any Permitted
Acquisition:


 


(a)                                  the consideration paid for such
acquisition consists solely of Parent Common Stock, Qualified Preferred Stock,
cash and/or, in the case of the acquisition of a Wholly-Owned Subsidiary, the
issuance of Seller Debt and/or the assumption of Permitted Acquired Debt in
accordance with the requirements of this Agreement;


 


(b)                                  the assets acquired or the business of
the person whose stock is acquired, shall fall within the definition of Group
Business and the respective Permitted Acquisition shall be effected in
accordance with the relevant requirements of Clause 25.2 (Conduct of Business);


 


(c)                                  the respective Permitted Acquisition
shall be effected by the Parent or a Wholly-Owned Subsidiary thereof;


 


35





















 


(d)                                  the Borrower shall have demonstrated
compliance on a Pro Forma Basis with the financial covenants in Clause 24 (Financial Condition), inclusive;


 


(e)                                  at the date of the declaration of the
respective Permitted Acquisition (and if such Permitted Acquisition is
consummated within 30 days of such declaration) the Borrower shall have
Available Liquidity of at least €50,000,000;


 


(f)                                    the Borrower in good faith determines
that the Parent and its Subsidiaries taken as a whole are not likely to assume
or become liable for material increased contingent liabilities as a result of
such acquisition;


 


(g)                                 in the case of each Permitted Acquisition
where the aggregate consideration is in excess of €5,000,000 (or its equivalent
in other currencies), the Parent delivers to the Agent at the time of the
consummation of the respective Permitted Acquisition an officer’s certificate
in form, scope and substance reasonably satisfactory to the Agent certifying
that the foregoing conditions have been satisfied and showing compliance with
the requirements of paragraphs (d) and (e) above; and


 


(h)                                 no Default or Event of Default shall
exist at the time of the consummation of the respective Permitted Acquisition
or immediately after giving effect thereto,


 


provided that the Parent or its Wholly-Owned
Subsidiaries may consummate one or more Permitted Acquisitions in any fiscal
year of the Parent without complying with paragraphs (d) and (e) above (and the
officer’s certificate, if any, required to be delivered pursuant to paragraph
(g) above shall not be required to certify compliance with such conditions), so
long as the aggregate consideration paid for all Permitted Acquisitions
effected pursuant to this proviso during any fiscal year of the Parent does not
exceed €15,000,000 (or its equivalent in other currencies).


 


“Permitted Holder” shall mean (a) with
respect to the Parent Preference Shares A, Stichting A so long as the
Stichting A Continuing Directors shall not cease to constitute a majority of
the executive committee of Stichting A and (b) with respect to the Parent
Preference Shares B, Stichting B so long as the Stichting B Continuing
Directors shall not cease to constitute a majority of the executive committee
of Stichting B.


 


“Permitted Liens” has the meaning ascribed
to that term in Clause 26.1 (Liens).


 


“Permitted Receivables Facility” means the
€800,000,000 Asset-Backed Euro Medium Term Note Programme entered into by
Silver Funding Limited more particularly described in the Offering Circular
dated 18 July 2002 or such other facility in form and substance similar to the
aforesaid programme pursuant to which a Permitted Receivables Transaction is
provided.


 


“Permitted Receivables Facility Documentation”
means all documentation evidencing, or relating to, any Permitted Receivables
Facility or Permitted Receivables Transaction.


 


“Permitted Receivables Transaction” means,
from time to time, a transaction (or series of transactions) evidenced by a
receivables purchase agreement and related documentation entered into after the
Initial Borrowing Date and providing for the sale or transfer of Receivables
Facility Assets by one or more Receivables Sellers to a Receivables Subsidiary,
and further providing for the sale or transfer of Receivables Facility Assets
by the


 


36





















 


Receivables
Subsidiary to one or more purchasers of interests therein, provided that (a)
such agreement and the documents and instruments entered into in connection
therewith shall be in form and substance reasonably satisfactory to the Agent
and the Instructing Group’s Satisfaction, (b) the Parent shall have provided
the Agent and the Lenders with not less than 15 days’ prior notice of its
intent to enter into such receivables purchase agreement and (c) 100 per cent.
of the Permitted Receivables Transaction Proceeds received by the Parent or any
of its Subsidiaries shall be applied in accordance with paragraph (e) (Permitted Receivables Transactions) of
Clause 13.1 (Repayment from Net Proceeds).


 


“Permitted Receivables Transaction Outstandings”
means at any time, the aggregate amount of cash paid to the Parent and/or its
Subsidiaries in respect of the Receivables Facility Assets sold or transferred
by them pursuant to one or more Permitted Receivables Transactions, in each
case to the extent the respective receivables have not yet been repaid by the
respective account debtor or repurchased by Receivables Sellers (it being the
intent of the parties that the amount of Permitted Receivables Transaction
Outstandings at any time outstanding approximate as closely as possible the
principal amount of Indebtedness which would be outstanding at such time under
the Permitted Receivables Facilities then in effect if same were structured as
a secured lending agreement rather than a purchase agreement).


 


“Permitted Receivables Transaction Proceeds”
means all proceeds received by the Parent and its Subsidiaries from time to
time as a result of sales or transfers of Receivables Facility Assets pursuant
to one or more Permitted Receivables Transactions.


 


“Permitted
Refinancing Indebtedness” means any Indebtedness of the Parent or
any of its Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund (collectively,
to “Refinance”):


 


(a)                                  Third Party Existing Indebtedness
described in Section A (Third Party Existing
Indebtedness) of Part II of Schedule 10 (Existing Indebtedness) (or previous refinancings thereof
constituting Permitted Refinancing Indebtedness); or


 


(b)                                  outstanding Senior Subordinated Notes so
long as the Permitted Refinancing Indebtedness shall be permitted to be
outstanding in accordance with the requirements of Clause 26.4(l) (Indebtedness),


 


provided that:


 


(i)                                    the principal amount (or accreted value,
if applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable) and related redemption fees
of the Indebtedness so Refinanced;


 


(ii)                                the Permitted Refinancing Indebtedness
shall not have (A) a Weighted Average Life to Maturity that is less than the
Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B) a
final maturity earlier than the final maturity of the Indebtedness being
Refinanced;


 


(iii)                            in the case of Permitted Subordinated
Indebtedness, it shall be subordinated in right of payment to the Facilities
Obligations on terms at least as favorable to the Lenders as those contained in
the documentation governing the


 


37





















 


Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded;


 


(iv)                               no Permitted Refinancing Indebtedness
shall have different obligors, or greater guarantees or security, than the
Indebtedness being Refinanced; and


 


(v)                                   in no event shall any Permitted
Refinancing Indebtedness be secured (A) in the case of Permitted Refinancing
Indebtedness described in paragraph (a), by any share, stock or other Equity
Interest subject or purported to be subject to a Security Document (whether
equally and ratably with, or junior to, the Finance Parties or otherwise) or
(B) in the case of any Permitted Refinancing Indebtedness described in
paragraph (b), by any assets whatsoever.


 


“Permitted
Subordinated Indebtedness” means:


 


(a)                                  the Senior Subordinated Notes;


 


(b)                                  the Senior Subordinated Convertible
Bonds; and


 


(c)                                  any general unsecured subordinated
Indebtedness for borrowed money incurred by any member of the Group after the
Initial Borrowing Date, all of the terms and conditions of which and the documentation
therefor, shall be in form and substance reasonably satisfactory to the Agent
and to the Instructing Group’s Satisfaction, provided, that in any event,
unless the Instructing Group otherwise expressly consents in writing prior to
the incurrence thereof:


 


(i)                                    no such Indebtedness shall be secured by
any asset of the Parent or any of its Subsidiaries;


 


(ii)                                no such Indebtedness shall be guaranteed
except by the Parent or any other Guarantor on a subordinated basis on
substantially the same terms as the Senior Subordinated Notes and/or the Senior
Subordinated Convertible Bonds are guaranteed;


 


(iii)                            such Indebtedness shall have
substantially the same (or, from the perspective of the Lenders, more
favorable) subordination provisions as are contained in the Senior Subordinated
Note Indenture and/or the Senior Subordinated Convertible Bonds;


 


(iv)                               no such Indebtedness shall have any
maturity or required repayment (other than as a result of change of control or
asset sale provisions approved by the Instructing Group) prior to the first
anniversary of the Final Maturity Date of the C Facility as same is in effect
on the date of incurrence of such Indebtedness; and


 


(v)                                   Utilisations from time to time pursuant
to this Agreement, in an aggregate outstanding amount at any time equal to the
sum of the Term Facility Outstandings on the date of incurrence of such
Permitted Subordinated Indebtedness and in an amount equal to the total
Revolving Facility Commitments and total A Facility Commitments as then in
effect, shall be permitted without complying with any financial tests.


 


38





















 


Notwithstanding
the above sub-paragraphs (i) to (v), such Indebtedness shall be permitted to
bear interest at then current market rates (as reasonably determined by the
Agent).


 


The incurrence of Permitted Subordinated Indebtedness
shall be deemed to be a representation and warranty by the Parent that all
conditions thereto have been satisfied in all material respects and that same
is permitted in accordance with the terms of this Agreement, which
representation and warranty shall be deemed to be a representation and warranty
for all purposes hereunder, including, without limitation, Clauses 4.1 (Conditions to Utilisation), 4.2 (Conditions to Utilisation of Incremental Term
Facility) and 6.2 (General
Conditions to Utilisation of Swingline Facility Advances).


 


“Permitted Subordinated Indebtedness Documents”
means all indentures, securities purchase agreements, note agreements and/or
other documents and agreements entered into in connection with any Permitted
Subordinated Indebtedness.


 


“Plan” means (i) any single-employer plan,
as defined in Section 4001(a)(15) of ERISA, which is maintained or contributed
to by (or to which there is an obligation to contribute to by), the Parent or a
Subsidiary of the Parent or an ERISA Affiliate and that is subject to Title IV
of ERISA and (ii) each such plan which, during the five year period immediately
following the latest date on which the Parent, a Subsidiary of the Parent or an
ERISA Affiliate maintained, contributed to or had an obligation to contribute
to such plan, if, for purposes of this clause (ii), the Parent, any Subsidiary
of the Parent or any ERISA Affiliate could reasonably incur any liability under
such plan.


 


“Pledge Agreements” means each of the
documents specified in paragraph 2 of Section A, paragraph 3 of Section B,
paragraph 2 of Section C, paragraph 1 of Section D and paragraph 1 of Section E
in Part III of Schedule 3 (Security
Documents).


 


“Preferred Equity Financing” means the
$350,000,000 gross proceeds received by the Parent from the issuance of Parent
Preference Shares C to the Preferred Equity Investors.


 


“Preferred Equity Financing Documents” means
the Stock Purchase Agreement, made as of 3 September 1999, among the
Parent and the Preferred Equity Investors and all other agreements, documents
and instruments relating to the Preferred Equity Financing.


 


“Preferred Equity Investors” means,
collectively, Apollo Management, L.P. and Bain Capital, Inc. (or their
respective affiliates reasonably satisfactory to the Agent).


 


“Preferred Stock” as applied to the share
capital of any person, means share capital of such person (other than ordinary
share capital of such person) of any class or classes (however designed) that
ranks prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of
such person, to any other class of share capital of such person.


 


“Prime Lending Rate” means the rate which
Deutsche Bank AG, New York Branch announces from time to time as its prime
lending rate, such rate to change from time to time.  The Prime Lending Rate is a reference rate
and does not necessarily represent the lowest or the best rate actually charged
to any customer.  Deutsche Bank AG, New
York Branch may make commercial loans or other loans at rates of interest at,
above or below the Prime Lending Rate.


 


39





















 


“Pro Forma Basis” means, as to any person,
for any events which occur subsequent to the commencement of a period for which
the financial effect of such event is being calculated, and giving effect to
the event for which such calculation is being made, such calculation as will
give pro forma effect to such event as if same had occurred at the beginning of
such period of calculation, and:


 


(a)                                  for
purposes of the foregoing calculation, the transaction giving rise to the need
to calculate the pro forma effect to any of the following events shall be
assumed to have occurred on the first day of the four consecutive fiscal
quarter period last ended before the occurrence of the respective event for
which such pro forma effect is being determined (the “Reference Period”); and


 


(b)                                  in
making any determination with respect to the incurrence or assumption of any
Indebtedness during the Reference Period or subsequent to the Reference Period
and on or prior to the date of the transaction referenced in paragraph (a)
above (the “Transaction Date”),
(i) all Indebtedness (including Indebtedness incurred or assumed and for which
the financial effect is being calculated, whether incurred under this Agreement
or otherwise, but excluding normal fluctuations in revolving indebtedness
incurred for working capital purposes and not to finance any acquisition)
incurred or permanently repaid during the Reference Period shall be deemed to
have been incurred or repaid at the beginning of such period, (ii) Consolidated
Interest Expense of such person attributable to interest or dividends on any
Indebtedness, as the case may be, bearing floating interest rates should be
computed on a pro forma basis as if the rate in effect on the Transaction Date
had been the applicable rate for the entire period and (iii) Consolidated
Interest Expense will be increased or reduced by the net cost (including
amortisation of discount) or benefit (after giving effect to amortisation of
discount) associated with the Hedging Agreements and the Other Interest Hedging
Agreements, which will remain in effect for the twelve-month period after the
Transaction Date and which shall have the effect of fixing the interest rate on
the date of computation; and


 


(c)                                  in
making any determination of Consolidated EBITDA, pro forma effect shall be
given to any €5 Million Permitted Acquisition and any €5 Million Asset Sale, in
each case which occurred during the Reference Period or subsequent to the
Reference Period and prior to the Transaction Date, as if such Permitted
Acquisition, Asset Sale or other transaction, as the case may be, occurred on
the first day of the Reference Period.


 


All pro forma
determinations required above shall be made, to the extent possible, in
accordance with Regulation S-X.  For
purposes of this definition, whenever pro forma effect is to be given to any
occurrence or event, the pro forma calculation shall be determined in good
faith by a responsible financial or accounting officer of the Parent.


 


“Pro Forma Financial Statements” means, after taking into account the
effect of the Transaction (including the incurrence of all Indebtedness), the
pro forma consolidated balance sheet of the Group as of 31 December 2003 with
the related pro forma consolidated statements of income and cash flow of the
Group for the period covered thereby in the form and showing the information
agreed between the Parent and the Agent (acting on the instructions of an
Instructing Group).


 


40





















 


“Projections” means the detailed projected
consolidated financial statements of the Parent and its Subsidiaries after
giving effect to the Transaction as delivered in accordance with paragraph (d)
(Projections) of Clause 23.1
(Information Covenants).


 


“Property” of a person, means any and all
property, whether real, personal, tangible, intangible or mixed, of such
person, or other assets owned, leased, or operated by such person.


 


“Proportion” in relation to a Lender, means:


 


(a)                                  in
relation to an Advance to be made under this Agreement, the proportion borne by
such Lender’s Available Commitment in respect of the relevant Facility to the
relevant Available Facility;


 


(b)                                  in
relation to an Advance or Advances outstanding under this Agreement, the
proportion borne by such Lender’s share of the Euro Amount of such Advance or
Advances to the total Euro Amount thereof;


 


(c)                                  if
paragraph (a) above does not apply and there are no Outstandings, the
proportion borne by the aggregate of such Lender’s Available Commitment to the
Available Facilities (or if the Available Facilities are then zero, by its
Available Commitment to the Available Facilities immediately prior to their
reduction to zero); and


 


(d)                                  if
paragraph (b) above does not apply and there are any Outstandings, the
proportion borne by such Lender’s share of the Euro Amount of the Outstandings
to the Euro Amount of all the Outstandings for the time being.


 


“Protected Party” means a Finance Party or any Affiliate of a Finance Party
which is or will be, subject to any Tax Liability in relation to any amount
payable under or in relation to a Finance Document.


 


“Qualified Guarantor” means each Material
Subsidiary which is a Wholly-Owned Subsidiary of the Parent, organised under
the laws of a Qualified Jurisdiction, in each case which has acceded to this
Agreement as a Guarantor and executed the required Security Documents in
accordance with the requirements of Clause 25.7 (Additional Security and Further Assurances), provided that
any Qualified Guarantor shall cease to constitute same at such time, if any, as
such Subsidiary ceases to be a Wholly-Owned Subsidiary of the Parent or ceases
to be a Material Subsidiary.


 


“Qualified Jurisdictions” means and includes
the United States, The Netherlands, England and Wales, Belgium, Luxembourg and
Australia, in each case including any states, provinces, other similar local
units therein or any additional jurisdictions so long as the Agent is
reasonably satisfied with the respective jurisdiction requested to be so
added.  The parties hereto further agree
that, in the discretion of the Agent, as a condition to the addition of any
jurisdiction to the list of Qualified Jurisdictions, the Agent may (but shall
not be required to) request the consent of the Instructing Group to such
addition and, in such event, the Agent shall be entitled to wait for such
consent before adding the respective jurisdiction to the list of Qualified
Jurisdictions.


 


“Qualified Obligors” means the Parent, the
Borrower and each other Obligor which is (a) a Material Subsidiary and (b) a
Wholly-Owned Subsidiary of the Parent or the Borrower,


 


41





















 


organised
under the laws of a Qualified Jurisdiction, in each case which has acceded to
the Agreement in accordance with Clause 27 (Accession
of New Guarantors) and executed the required Security Documents in
accordance with the requirements of Clause 25.7 (Additional Security and Further Assurances) provided that
any Qualified Obligor shall cease to constitute the same at such time, if any,
as such Obligor ceases to be a Wholly-Owned Subsidiary (other than the Parent)
of the Parent or the Borrower or ceases to be a Material Subsidiary.


 


“Qualified Preferred Stock” means any
preferred stock of the Parent so long as the terms of any such preferred stock:


 


(a)                                  do not
contain any mandatory put, redemption, repayment, sinking fund or other similar
provision, except upon the occurrence of a change of control (the definition of
which shall be no more restrictive than that set forth in the Senior
Subordinated Note Indenture) so long as the terms thereof do not require any
such redemption or other action unless (and until) all Facilities Obligations
have been paid in full in cash and the aggregate amount of the Commitments and
all Documentary Credits have been terminated or the requisite consents under
this Agreement have been obtained to permit such redemption or other action;


 


(b)                                  do not
require the cash payment of dividends to the extent that the payment thereof
would not be permitted at such time pursuant to this Agreement (and
refinancings, replacements or extensions hereof);


 


(c)                                  do not
contain any operating or financial maintenance covenants;


 


(d)                                  do not
grant the holders thereof any voting rights (prior to the conversion into
Parent Common Stock, if applicable) except for (i) voting rights required to be
granted to such holders under applicable law and (ii) limited customary voting
rights on fundamental matters such as mergers, consolidations, sales of all or
substantially all of the assets of the Parent, or liquidations involving the
Parent; and


 


(e)                                  are
otherwise reasonably satisfactory to the Agent.


 


Qualified Preferred
Stock may only be exchangeable into Parent Common Stock or additional Qualified
Preferred Stock.


 


“Quotation Date” means, in relation to any currency and any period for which
an interest rate is to be determined:


 


(a)                                  in the
case of an Advance (other than a Swingline Advance):


 


(i)                                    if the
relevant currency is euro, 2 TARGET Days before the first day of that period;
and


 


(ii)                                if the
relevant currency is dollars or an Optional Currency, 2 Business Days before
the first day of that period; and


 


(b)                                  in the
case of a Swingline Advance, the first day of the Term of such Advance,


 


provided that if
market practice differs in the Relevant Interbank Market for a currency, the
Quotation Date for that currency will be determined by the Agent in accordance
with market


 


42





















 


practice in
the Relevant Interbank Market (and if quotations would normally be given by
leading banks in the Relevant Interbank Market on more than one day, the
Quotation Date will be the last of those days).


 


“Real Property” of any person, means all the
right, title and interest of such person in and to land, improvements and
fixtures, including Leaseholds.


 


“Receivables Facility Assets” means all
accounts receivable of any Receivables Sellers (other than any Receivables
Subsidiary) which are transferred to the Receivables Subsidiary pursuant to a
Permitted Receivables Transaction, and any assets directly related thereto.


 


“Receivables Facility Financing Costs”
means, for any period, the total consolidated interest and fee expense of the
Parent and its Subsidiaries which would have existed for such period pursuant
to a Permitted Receivables Transaction if same were structured as a secured
lending arrangement rather than as a facility for the sale of Receivables
Facility Assets.


 


“Receivables  Sellers” at any time, means the Parent and any of its
Subsidiaries which is, at such time, a person which is selling or transferring
Receivables Facility Assets to a Receivables Subsidiary pursuant to a Permitted
Receivables Transaction.


 


“Receivables  Subsidiary” means a Wholly-Owned Subsidiary of the Parent
which engages in no activities other than in connection with the financing of
accounts receivable and which is designated (as provided below) as a
Receivables Subsidiary (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which, (i) is guaranteed by the Parent
or any other Subsidiary of the Parent (excluding guarantees of obligations
(other than the principal of, and interest on, Indebtedness) pursuant to
Standard Securitisation Undertakings), (ii) is recourse to or obligates the
Parent or any other Subsidiary of the Parent in any way other than pursuant to
Standard Securitisation Undertakings, or (iii) subjects any property or asset
of the Parent or any other Subsidiary of the Parent, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitisation Undertakings, (b) with which neither the Parent nor any
of its Subsidiaries has any contract, agreement, arrangement or understanding
(other than pursuant to the Permitted Receivables Facility Documents (including
with respect to fees payable in the ordinary course of business in connection
with the servicing of accounts receivable and related assets)) on terms less
favorable to the Parent or such Subsidiary than those that might be obtained at
the time from persons that are not Affiliates of the Parent and (c) to which
neither the Parent nor any other Subsidiary of the Parent has any obligation to
maintain or preserve such entity’s financial condition or cause such entity to
achieve certain levels of operating results. 
Any such designation shall be evidenced to the Agent by filing with the
Agent an officer’s certificate of the Borrower certifying that, to the best of
such officer’s knowledge and belief after consultation with counsel, such
designation complied with the foregoing conditions.


 


“Recovery  Event”
means the receipt by the Parent or any of its Subsidiaries of any insurance or
condemnation proceeds payable (i) by reason of theft, physical destruction or
damage or any other similar event with respect to any properties or assets of
the Parent or any of its Subsidiaries, (whether under any policy of
insurance required to be maintained under Clause 23.3 (Insurance) or otherwise) and (ii) by
reason of any condemnation, taking, seizing or similar event with respect to
any properties or assets of the Parent or any of its Subsidiaries.


 


“Reference Banks” means the principal London offices of Deutsche Bank AG, ABN
AMRO Bank N.V., ING Bank N.V. and Coöperative Centrale Raiffeisen-Boerenleenbank
B.A. or


 


43





















 


such other
bank or banks as may be appointed as such by the Agent after consultation with
the Parent.


 


“Reference  Period”
has the meaning ascribed to it in the definition of “Pro Forma Basis”.


 


“Refinance” has the meaning ascribed to that
term in the definition of “Permitted
Refinancing Indebtedness” and “Refinancings”,
“Refinances” and “Refinanced” shall be construed accordingly.


 


“Regulation S-X” means U.S. Regulation S-X
promulgated by the SEC.


 


“Regulation T” means U.S. Regulation T of
the Board of Governors of the Federal Reserve System as from time to time in
effect and any successor to all or a portion thereof.


 


“Regulation U” means U.S. Regulation U of
the Board of Governors of the Federal Reserve System as from time to time in
effect and any successor to all or a portion thereof.


 


“Regulation X” means U.S. Regulation X of
the Board of Governors of the Federal Reserve System as from time to time in
effect and any successor to all or a portion thereof.


 


“Release” means the disposing, discharging,
injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping,
emptying, pouring or migrating, into or upon any land or water or air, or
otherwise entering into the environment.


 


“Relevant Interbank Market” means, in relation to euro, the European
interbank market and, in relation to any Optional Currency, the London
interbank market.


 


“Relevant Interbank Rate” means:


 


(a)                                  in
relation to an Advance (other than a Euro Swingline Facility Advance)
denominated in euros, EURIBOR; or


 


(b)                                  in
relation to an Advance (other than a Dollar Swingline Facility Advance)
denominated in an Optional Currency, LIBOR; or


 


(c)                                  in
relation to a Euro Swingline Facility Advance denominated in euros, LIBOR; or


 


(d)                                  in
relation to a Dollar Swingline Facility Advance, Federal Funds Rate.


 


“Relevant Page” means the page of the Reuters or Telerate screen on which is
displayed in relation to EURIBOR, the European interbank offered rates for euro
and, in relation to LIBOR, BBA LIBOR for the relevant currency, or, if such
page or service shall cease to be available, such other page or service which
displays the European interbank offered rates for euro or the London interbank
offered rates for the relevant currency as the Agent, after consultation with
the Lenders and the Parent, shall select.


 


“Renewal Request” means, in relation to a Documentary Credit, a Utilisation
Request therefor, in respect of which the proposed Utilisation Date stated in
it is the Expiry Date of an existing Documentary Credit and the proposed Euro
Amount is the same or less than the Euro Amount of that existing Documentary
Credit.


 


“Repayment Date” means:


 


44





















 


(a)                                  in
relation to any Revolving Facility Advance, Dollar Swingline Facility Advance
and Euro Swingline Facility Advance, the last day of the Term or, if earlier,
the Final Maturity Date of the Revolving Facility;


 


(b)                                  in
respect of the Term Facility Outstandings, each of the A Facility Repayment
Dates, the C Facilities Repayment Dates; and


 


(c)                                  in
respect of the Incremental Term Facility Outstandings, each of the Incremental
Term Facility Repayment Dates,


 


provided that if
any such day is not a Business Day in the relevant jurisdiction for payment,
the Repayment Date will be the next succeeding Business Day in the then current
calendar month (if there is one) or the preceding Business Day (if there is
not).


 


“Repeating Representations” means the
representations and warranties set out in Clauses 22.1 (Due Organisation), 22.4 (No Immunity), 22.5 (Governing Law and Judgments), 22.6 (All Actions Taken), 22.8 (Binding Obligations), 22.9 (No Winding-up), 22.11 (No  Material
Proceedings), in relation to circumstances as at the date of the
Information Memorandum, 22.15 (Information
Memorandum), 22.16 (Projections),
22.17 (Indebtedness and Liens),
22.19 (Power and Authority),
paragraph (b) of Clause 22.20 (Structure),
22.23 (Intellectual Property),
22.24 (Ownership of Assets),
22.28 (Security), 22.29 (Investment Company Act), 22.30 (Margin Stock), 22.31 (Public Utility Holding Company Act) and
22.35 (Benefits of Subordination Provisions).


 


“Replaced Lender” has the meaning ascribed
to that term in Clause 21.1 (Replacement of
Lenders).


 


“Replacement Lender” has the meaning
ascribed to that term in Clause 21.1 (Replacement
of Lenders).


 


“Reportable Event” means an event described
in Section 4043(c) of ERISA with respect to a Plan that is subject to Title IV
of ERISA other than those events as to which the 30-day notice period is waived
under subsection .22, .23, .25, .27, .28 or .29 of PBGC Regulation Section
4043.


 


“Reporting Company” means a company required
to file Form 10-K Reports and Form 10-Q Reports under the Securities Exchange
Act.


 


“Restricted Payment” means (i) the
authorisation, declaration or payment of any Dividend with respect to the
Parent or any of its Subsidiaries and (ii) the making of any payment on,
or with respect to, any Affiliate Debt.


 


“Revolving Facility” means the revolving loan facility
(including the documentary credit facility and, where appropriate, the
Swingline Facility) granted to the Borrower pursuant to Clause 2.1(a) (The Facilities).


 


“Revolving Facility Advance” means an advance (including a Rollover
Advance but excluding a Documentary Credit) as from time to time reduced by
repayment made or to be made by the Lenders under the Revolving Facility.


 


“Revolving Facility Commitment” means, in relation to a Lender at any
time, and save as otherwise provided in this Agreement, the amount set opposite
its name in the relevant


 


45





















 


column of Part
I of Schedule 1 (Lenders and Commitments) (as the
same may be increased from time to time pursuant to Clause 7.2 (Incremental Revolving Facility)) or as specified in the Transfer
Certificate pursuant to which such Lender becomes a party to this Agreement.


 


“Revolving Facility
Lender” means a person
(including each L/C Bank) which:


 


(a)                                  is named opposite the column relating to
the Revolving Facility (with a positive amount) in Section A of Part I of
Schedule 1 (Lenders and Commitments); or


 


(b)                                  has become a party to this Agreement in
accordance with the provisions of Clause 39 (Assignments
and Transfers),


 


which in each case has not ceased to be a party to
this Agreement in accordance with the terms of this Agreement and which, unless
the context otherwise requires, includes a Swingline Facility Lender.


 


“Revolving Facility Margin” means, in relation to Revolving Facility
Advances, Dollar Swingline Facility Advances and Euro Swingline Facility
Advances, 2.50 per cent. per annum.


 


“Revolving Facility Outstandings” means, at any time, the aggregate
outstanding amount of each Revolving Facility Advance and of each Outstanding
L/C Amount.


 


“Rollover Advance” means a Rollover Advance as defined in Clause 9.2 (Rollover Advances).


 


“S&P” means Standard & Poor’s
Ratings Group.


 


“Sale In Lieu of Liquidation” means any
transaction whereby a Wholly-Owned Subsidiary of the Parent (other than the
Borrower and Europcenter) or a Wholly-Owned Subsidiary of the Borrower (with such
Subsidiary being herein called the “Subject
Subsidiary”) is sold in accordance with the following requirements:


 


(a)                                  before
the sale of the Subject Subsidiary, all assets (other than cash and Cash
Equivalents) and liabilities of the Subject Subsidiary are sold or otherwise
transferred to the immediate parent of the respective Subject Subsidiary (which
parent must also be the Parent or a Wholly-Owned Subsidiary thereof) in return
for which the Subject Subsidiary shall receive Cash Equivalents (or an in-house
bank balance representing an amount owed to it by the respective purchaser)
equal to the fair market value of the assets (net of liabilities) transferred
(as determined by the Parent in good faith);


 


(b)                                  if
there is an intercompany bank balance as described in paragraph (a) above, same
shall be converted into Cash Equivalents by the repayment of same (which
payment may, but shall not be required to be, made with proceeds of Revolving
Facility Advances drawn hereunder in accordance with the terms and conditions
hereof); and


 


(c)                                  after
the occurrence of the steps described in paragraph (a) above and, if
applicable, paragraph (b) above, the Subject Subsidiary shall be sold (to a
person other than the Parent or a Subsidiary or Affiliate thereof) for cash in
an amount not less than the amount of Cash Equivalents held by the Subject
Subsidiary less an arms’ length fee deemed reasonable by the Parent in
connection with the respective Sale in Lieu of Liquidation.


 


46





















 


“Scheduled Repayment” means each scheduled
repayment (a) in relation to the Revolving Facility Outstandings, as set out in
and calculated in accordance with Clause 9 (Repayment
of Revolving and Swingline Facility Outstandings) and (b) in
relation to the Term Facility Outstandings, as set out in and calculated in
accordance with Clause 10 (Repayment of Term
Facility Outstandings).


 


“Scheduled Repayment Dates” means, in
relation to the Term Facilities, the A Facility Repayment Dates, the C
Facilities Repayment Dates and the Incremental Term Facility Repayment Dates.


 


“SEC” means the Securities Exchange
Commission or successors thereof.


 


“Second  Amendment
Deed” means the Second Amendment Deed dated 28 June 2004 between the
Obligors’ Agent, the Guarantors, the Agent, the Security Trustee, the
Consenting B Facility Lenders and the C Facility Lenders.


 


“Second  Amendment
Effective Date” has the meaning ascribed to that term in the Second
Amendment Deed.


 


“Secured Obligations” means all present and
future liabilities (whether actual or contingent and whether owed jointly or
severally or in any capacity whatsoever) of the Obligors (or any one or more of
them) to the Finance Parties (or any one or more of them) under or in
connection with any of them under any or all of the Finance Documents, together
with all costs, charges and expenses incurred by any Finance Party in
connection with the protection, preservation or enforcement of its rights under
the Finance Documents provided that no such obligation or liability shall be
included in the definition of “Secured Obligations” to the extent that, if it
were so included, the Security (or any part thereof) created by any provision
of the Security Documents would be unlawful or prohibited by any applicable
law.


 


“Securities Act” means the U.S. Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Securities Exchange Act” means the U.S.
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


“Security” means a mortgage, charge, pledge, Lien or encumbrance or other
security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.


 


“Security Documents” means:


 


(a)                                  each
of the documents listed in Part III of Schedule 3 (Security Documents) and the Additional Security Documents;


 


(b)                                  any
other document (executed at any time) conferring or evidencing any Lien,
guarantee or other assurance against financial loss for, or in respect of, any
of the obligations of the Obligors under this Agreement; and


 


(c)                                  any
other document executed at any time pursuant to any covenant in any of the
Security Documents referred to in paragraph (a) or (b) above.


 


47





















 


“Seller Debt” means Indebtedness issued as
consideration in connection with one or more Permitted Acquisitions so long as
(a) no person, other than the respective Subsidiary acquired pursuant to the
Permitted Acquisition, has any liability with respect to such Indebtedness and
(b) the terms of such Indebtedness do not otherwise cause a violation of this
Agreement.


 


“Senior Indebtedness” means, in relation to
any member of the Group at any time, the aggregate amount of Indebtedness
incurred in connection with the Finance Documents and the Permitted Receivables
Transactions.


 


“Senior Subordinated Convertible Bond Agency Agreement”
means the agency agreement dated 18 December 2003 between the Parent as issuer
and Deutsche Bank AG as fiscal and paying and conversion agent.


 


“Senior Subordinated Convertible Bond Documents”
means the Senior Subordinated Convertible Bond Agency Agreement, the Senior
Subordinated Convertible Bonds Subscription Agreement, the Senior Subordinated
Convertible Bond Offering Circular, the Senior Subordinated Convertible Bonds
and each other agreement, document or instrument relating to any issuance of
Senior Subordinated Convertible Bonds.


 


“Senior Subordinated Convertible Bond Offering Circular”
means the Offering Memorandum dated 16 December 2003, prepared in connection
with the offering of the Senior Subordinated Convertible Bonds.


 


“Senior Subordinated Convertible Bonds”
means any convertible bonds issued in the form of bonds under, and as defined
in, the Senior Subordinated Convertible Bonds Subscription Agreement.


 


“Senior Subordinated Convertible Bonds Subscription
Agreement” means that certain Subscription Agreement dated 14
November 2003, relating to the 2 per cent. Guaranteed Subordinated Convertible
Bonds due 2010 described therein, among the Parent, Deutsche Bank AG London and
ABN AMRO Rothschild as joint lead managers, as same may be amended, modified or
supplemented from time to time in accordance with the requirements of this
Agreement.


 


“Senior Subordinated Notes Purchase Agreement”
means that certain Purchase Agreement, dated as of 26 October 1999, relating to
the 121⁄4 per cent. Senior Subordinated Notes due 2009 described therein, among
the Parent, the Borrower, Deutsche Bank Securities Inc., Paribas Corporation
and ABN AMRO Incorporated, as same may be amended, modified or supplemented
from time to time in accordance with the requirements of this Agreement.


 


“Senior Subordinated Note Documents” means
each Senior Subordinated Note Indenture, Senior
Subordinated Notes Purchase Agreement, the Senior Subordinated Notes and each
other agreement, document or instrument relating to any issuance of Senior
Subordinated Notes.


 


“Senior Subordinated Note Indenture” means
any Indenture entered into with respect to Senior Subordinated Notes issued
from time to time by the Borrower, provided that any Indenture relating to any
Senior Subordinated Notes constituting Permitted Refinancing Indebtedness shall
meet the requirements contained in the definition of Permitted Refinancing
Indebtedness.


 


48





















 


“Senior Subordinated Notes” means the
Borrower’s Senior Subordinated Notes, issued in accordance with the
requirements of the Senior Subordinated Note Documents.  The term “Senior Subordinated Notes” shall
also include any “exchange notes” issued in respect of such outstanding Senior
Subordinated Notes in accordance with the requirements of the relevant Senior
Subordinated Note Documents, so long as in respect of outstanding Senior
Subordinated Notes, such “exchange notes” are substantially identical to the
Senior Subordinated Notes in respect of which same were issued and so long as
the issuance of such “exchange notes” does not result in any increase to the
principal amount of Senior Subordinated Notes outstanding.


 


“Shareholders’ Agreements” means all
agreements (including, without limitation, shareholders’ agreements,
subscription agreements and registration rights agreements) entered into by the
Parent or any of its Subsidiaries governing the terms and relative rights of
its share capital and any agreements entered into by shareholders relating to
any such entity with respect to its share capital.


 


“Shares” means
the ordinary share capital of the Parent.


 


“Sharing Event” means:


 


(a)                                          the
occurrence of any Event of Default with respect to any of the Obligors pursuant
to any of Clauses 28.6 (Insolvency),
28.7 (Winding-up), 28.8 (Execution or Distress) or 28.9 (Similar Events);


 


(b)                                          the
declaration of the termination of any Revolving Facility Commitments, or the acceleration
of the maturity of any Advances, in each case pursuant to Clause 28.16 (Acceleration); or


 


(c)                                          the
failure of the Borrower (which continues unremedied for at least 5 Business
Days) to pay any principal of, or interest on, Revolving Facility Advances or
any Outstanding L/C Amount on the relevant Final Maturity Date.


 


“Standard Securitisation Undertakings” means
representations, warranties, covenants and indemnities entered into by the
Parent or any Subsidiary thereof in connection with a Permitted Receivables
Transaction which are reasonably customary in an accounts receivable
transaction.


 


“Start Date” has the meaning ascribed to
that term in the definition of “Applicable
Margin”.


 


“Stichting A” means Stichting
Administratiekantoor van Preferente Aandelen Buhrmann N.V. and its successors.


 


“Stichting A Continuing Director” means a
member of the executive committee of Stichting A on the Initial Borrowing Date
or who became a member of such executive committee subsequent to the Initial
Borrowing Date and who was appointed by a majority of the Stichting A
Continuing Directors then on the executive committee of Stichting A.


 


“Stichting B” means Stichting van Preferente
Aandelen Buhrmann N.V. and its successors.


 


“Stichting B Continuing Director” means a
member of the executive committee of Stichting B on the Initial Borrowing Date
or who became a member of such executive


 


49





















 


committee
subsequent to the Initial Borrowing Date and who was appointed by a majority of
the Stichting B Continuing Directors then on the executive committee of
Stichting B.


 


“Subsidiary” means, as to any person, (i)
any corporation more than 50 per cent. of whose stock of any class or classes
having by the terms thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at the time stock
of any class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time owned by
such person and/or one or more Subsidiaries of such person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such person and/or one or more Subsidiaries of such person has
more than a 50 per cent. Equity Interest at the time.


 


“Supermajority Lenders” of (i) any Facility
(other than the B1 Facility, the B2 Facility, the C1 Facility or the C2
Facility) means those Lenders which would constitute the Instructing Group
under, and as defined in, this Agreement if (x) all outstanding Facilities
Obligations of the other Facilities under this Agreement were repaid in full
and all Commitments, if any, with respect thereto were terminated and (y) the
percentage “50%” contained therein were changed to “662/3%”,
(ii) the B1 Facility or the B2 Facility means those Lenders which would
constitute the Instructing Group under, and as defined in, this Agreement if
(x) all outstanding Facilities Obligations of the other Facilities under this
Agreement (other than both of the B Facilities) were repaid in full and all
Commitments, if any, with respect thereto were terminated and (y) the
percentage “50%” contained therein were changed to “662/3
%” or (iii) the C1 Facility or the C2 Facility means those Lenders which
would constitute the Instructing Group under, and as defined in, this Agreement
if (x) all outstanding Facilities Obligations of the other Facilities under
this Agreement (other than both of the C Facilities) were repaid in full and
all Commitments, if any, with respect thereto were terminated and (y) the
percentage “50%” contained therein were changed to “662/3
%”.


 


“Swingline Facility” means the swingline
facility forming part of the Revolving Facility and granted to the Borrower
pursuant to Clause 2.1(b) (The Facilities).


 


“Swingline Facility Advance” means a Dollar
Swingline Facility Advance or a Euro Swingline Facility Advance, as the context
may require.


 


“Swingline Facility Commitment” means, in relation to a Swingline Facility
Lender at any time, and save as otherwise provided in this Agreement, the
amount set opposite its name in the relevant column of Section B of Part I of
Schedule 1 (Lenders and Commitments)
or as specified in the Transfer Certificate pursuant to which such Lender
becomes a party to this Agreement.


 


“Swingline Facility
Lender” means a person
which:


 


(a)                                  is named in Section B of Part I of
Schedule 1 (Lenders and Commitments); or


 


(b)                                  has become a party to this Agreement in
accordance with the provisions of Clause 39 (Assignments
and Transfers),


 


which in each case includes any affiliate designated
by such Swingline Facility Lender to act as such with respect to all or any
part of the Swingline Facility Advances and which has not ceased to be a party
to this Agreement in accordance with the terms of this Agreement and “Swingline Facility Lenders” means all of
them.


 


50





















 


“Swingline Facility
Outstandings” means the Dollar Swingline Facility Outstandings and
the Euro Swingline Facility Outstandings.


 


“Syndication Date” means 31 March 2004 or such later date as may be agreed
between the Arrangers and the Parent or such earlier date specified by the
Arrangers (and notified to the Agent and the Parent) as the day on which
primary syndication of the Facilities is completed.


 


“TARGET Day” means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer payment system is open for the settlement of
payments in euro.


 


“Tax Credit” means a credit against, relief or remission for, or repayment
of any tax.


 


“Tax Deduction” means a deduction or withholding for or on account of tax
from a payment made or to be made under a Finance Document (but, for clarity,
shall not include any tax imposed on or measured by the net income or net
profits of a Lender pursuant to the laws and the jurisdiction (or any political
subdivision therein) in which the principal office of such Lender or the
applicable lending office of such Lender for the Finance Documents and the
Transaction (or relevant part thereof) is located, other than such tax imposed
on gross-up payments covered by Clause 18 (Taxes)).


 


“Taxes Act” means the Income and Corporation Taxes Act 1988.


 


“Tax Liability” has the meaning set out in paragraph (e) of Clause 18.2 (Tax Indemnity).


 


“Tax Payment” means the increase in any payment made by an Obligor to a
Finance Party under paragraph (c) of Clause 18.1 (Tax Gross-up)
or any amount payable under paragraph (d) of Clause 18.1 (Tax Gross-up) or under Clause 18.2 (Tax Indemnity).


 


“Tax Sharing Agreements” means all tax
sharing, tax allocation and other similar agreements entered into by the Parent
or any of its Subsidiaries.


 


“Term” means:


 


(a)                                  in
relation to a Revolving Facility Advance, a Dollar Swingline Facility Advance,
a Euro Swingline Facility Advance, the period for which such Advance is
borrowed as specified in the relevant Utilisation Request; and


 


(b)                                  in relation
to any Documentary Credit, the period from the date of its issue until its
Expiry Date.


 


“Term Facilities” means the A Facility, the B Facilities, the C Facilities and,
subject to Clause 7 (Uncommitted Incremental
Facilities), the Incremental Term Facility and “Term Facility” means any of them as the
context may require from time to time.


 


“Term Facility Advance” means any A Facility Advance, B Facility
Advance, C Facility Advance and, subject to Clause 7 (Uncommitted Incremental Facilities),
Incremental Term Facility Advance and “Term
Facility Advances” shall be construed accordingly.


 


“Term Facility Commitments” means, at any
time, the aggregate of the A Facility Commitments, the B Facility Commitments,
the Additional C Facility Commitments and, subject to Clause 7 (Uncommitted Incremental Facilities), the
Incremental Term Facility Commitments.


 


51





















 


“Term Facility Outstandings” means, at any time, the aggregate of the A
Facility Outstandings, the B Facility Outstandings, the C Facility Outstandings
and, subject to Clause 7 (Uncommitted
Incremental Facilities), the Incremental Term Facility Outstandings
at such time.


 


“Termination Date” means:


 


(a)                                  in
relation to the Revolving Facility, the Swingline Facility and the Incremental
Revolving Facility, the date which is 30 days prior to the Final Maturity Date
in respect of the Revolving Facility;


 


(b)                                  in
relation to each Term Facility (other than the Additional C1 Facility, the
Additional C2 Facility and the Incremental Term Facility), the earlier of the
day which is:


 


(i)                                    31
January 2004; and


 


(ii)                                the
first Business Day on which the Available Commitment of each of the Lenders in
respect of the relevant Term Facility is zero;


 


(c)                                  in
relation to the Additional C1 Facility and the Additional C2 Facility, the
earlier of the day which is:


 


(i)                                     31
July 2004; and


 


(ii)                                  the
Second Amendment Effective Date; and


 


(d)                                  in
relation to any Tranche of the Incremental Term Facility, the last date by
which Incremental Term Facility Advances under such Tranche may be incurred
under this Agreement, which date shall be set out in the relevant Incremental
Term Facility Commitment Agreement but no later than the earlier of (i) 30
September 2010 and (ii) the Final Maturity Date of the C Facilities.


 


“Termination Event” means, with respect to a
Plan which is subject to Title IV of ERISA, (a) a Reportable Event, (b) the
withdrawal of the Parent, any Subsidiary of the Parent or any ERISA Affiliate
from such Plan during a plan year in which the Parent, any Subsidiary of the
Parent or any ERISA Affiliate was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of ERISA,
(c) the termination of such Plan, the filing of a notice of intent to terminate
such Plan or the treatment of an amendment of such Plan as a termination under
Section 4041 of ERISA (other than a standard termination under Section 4041(b)
of ERISA), (d) the institution by the PBGC of proceedings to terminate such Plan
or (e) any event or condition which might constitute grounds under Section 4042
of ERISA for the termination of, or appointment of a trustee to administer,
such Plan.


 


“Test Period” means, for any determination,
the four consecutive fiscal quarters of the Parent then last ended (taken as
one accounting period).


 


“Third Party Existing Indebtedness” means
the list of Indebtedness existing on the Effective Date set out in Section A (Third Party Existing Indebtedness) of Part
II of Schedule 10 (Existing Indebtedness).


 


52





















 


“Tranche” means the Revolving Facility, the
A Facility, the B1 Facility, the B2 Facility, the C1 Facility and the C2
Facility utilised in making Advances.  In
addition, and notwithstanding the foregoing, any Incremental Term Facility
Advances extended after the Syndication Date shall, to the extent provided in
Clause 7.1(c) (Constitution of each Tranche
of Incremental Term Facility), be made pursuant to one or more
additional Tranches which shall be designated pursuant to the respective
Incremental Term Facility Commitment Agreement in accordance with the relevant
requirements specified in Clause 7.1(c) (Constitution
of each Tranche of Incremental Term Facility).


 


“Transaction” means the entering into of the
Finance Documents and the incurrence of the Outstandings and the payment of all
fees and expenses in connection with the foregoing.


 


“Transaction Date” has the meaning ascribed
to that term in the definition of “Pro Forma Basis”.


 


“Transfer Certificate” means a duly completed deed of transfer
and accession in the form set out in Schedule 2 (Form of
Transfer Certificate) and signed by a Lender and a Transferee
whereby such Lender seeks to procure the transfer to such Transferee of all or
a part of such Lender’s rights, benefits and obligations under this Agreement
as contemplated in Clause 39 (Assignments and Transfers)
and under the Intercreditor Deed.


 


“Transfer Date” means, in relation to any Transfer Certificate, the date for
the making of the transfer as specified in such Transfer Certificate.


 


“Transferee” means a bank or other institution to which a Lender seeks to
transfer all or part of its rights, benefits and obligations under this
Agreement pursuant to and in accordance with Clause 39 (Assignments
and Transfers).


 


“Trust Property” means:


 


(a)                                  any
rights, interests or other property and the proceeds thereof from time to time
assigned, transferred, mortgaged, charged, or pledged to and/or otherwise
vested in the Security Trustee under, pursuant to or in connection with this
Agreement or any Security Document to which the Security Trustee is a party;


 


(b)                                  any
security interest from time to time constituted by or pursuant to or evidenced
by any Security Document to which the Security Trustee is a party;


 


(c)                                  any
representation, obligation, covenant, warranty or other contractual provision
in favour of the Security Trustee (other than any made or granted solely for
its own benefit) made or granted in or pursuant to any of the Security
Documents to which the Security Trustee is a party;


 


(d)                                  any
sum which is received or recovered by the Security Trustee under, pursuant to
or in connection with any of the Finance Documents or the exercise of any of
the Security Trustee’s powers under or in connection therewith and which is
held by the Security Trustee upon trust on the terms of this Agreement or any
Security Document to which the Security Trustee is a party;


 


(e)                                  all
income and other sums at any time received or receivable by the Security
Trustee in respect of Trust Property (or any part thereof); or


 


53





















 


(f)                                    any
sum which is received or recovered by the Security Trustee under, pursuant to
or in connection with Clause 32.7 (Parallel
Debt).


 


“UCC” means the U.S. Uniform Commercial Code
as from time to time in effect in the relevant jurisdiction.


 


“Unavailable Revolving Facility Amount”
means such amount from time to time not applied in accordance with (A), (B)
and/or (C) as referred to in paragraph (b) (Asset
Sale) of Clause 13.1 (Repayment
from Net Proceeds) pending application during any 360 day period
referred to therein.


 


“Unfunded Current Liability” of any Plan,
means the amount, if any, by which the actuarial present value of the
accumulated plan benefits under the Plan, as of the close of its most recent
plan year, determined in accordance with Statement of Financial Accounting
Standards No. 87 and based upon the actuarial assumptions used by the Plan’s
actuary in the most recent annual valuation of the Plan, exceeds the fair
market value of the assets thereof, determined in accordance with Section 412
of the Code, allocable to such liabilities under Title IV of ERISA (excluding
any accrued but unpaid contributions).


 


“Unpaid Sum” means any sum due and payable
by an Obligor under any Finance Document but unpaid.


 


“U.S. Guarantor” means each of the parties
as set out in Part II of Schedule 1 (Original
Guarantors) named as U.S. Guarantors and any Acceding Guarantor
incorporated in the United States of America.


 


“U.S. Lender” means, in relation to a
payment of interest on a participation in an Advance to the Borrower, a Lender
which is created or organised under the laws of the United States of America or
of any state thereof and, if the Lender is a trust, is a “United States Person”
within the meaning of Section 7701(a)(30)(E) of the Code.


 


“U.S. Person” shall mean any person
organised under the laws of the United States or any state or territory
thereof.


 


“U.S. Subsidiary” means (a) in relation to
the Parent, each Subsidiary of the Parent that is incorporated under the laws
of the United States or any State or territory thereof and (b) in relation to
the Borrower, each Subsidiary of the Borrower that is incorporated under the
laws of the United States or any State or territory thereof.


 


“Utilisation” means the utilisation of a Facility under this Agreement
whether by way of an Advance or the issue of a Documentary Credit.


 


“Utilisation Date” means, in relation to an Advance, the date on which such
Advance is (or is requested) to be made and, in relation to a Documentary
Credit, the date on which such Documentary Credit is to be issued under this
Agreement.


 


“Utilisation Request” means a duly completed notice (a) in the
case of an Advance (other than a Swingline Facility Advance) and/or a
Documentary Credit in the form set out in Part I of Schedule 4 (Form of Utilisation Request (Term Facilities and
Revolving Facility)), or (b) in the case of a Swingline Facility
Advance, in the form set out in Part II of Schedule 4 (Form of
Utilisation Request (Swingline Facility)).


 


54





















 


“Waivable Mandatory
Repayment” has the meaning ascribed to that term in paragraph (c) (Waivable Mandatory Repayment) of Clause
13.3 (Application of Mandatory Prepayments).


 


“Waivable Voluntary
Repayment” has the meaning ascribed to that term in paragraph (b) (Waivable Voluntary Repayment) of Clause
12.3 (Application of Voluntary Prepayments).


 


“Weighted Average Life to Maturity” means,
when applied to any Indebtedness at any date, the number of years obtained by
dividing (a) the then outstanding aggregate principal amount of such
Indebtedness into (b) the sum of the total of the products obtained by
multiplying (i) the amount of each then remaining instalment or other required
payment of principal including payment at final maturity, in respect thereof,
by (ii) the number of years (calculated to the nearest one-twelfth) which will
elapse between such date and the making of such payment.


 


“Wholly-Owned Non-U.S. Subsidiary” means (a)
in relation to the Parent, each Non-U.S. Subsidiary of the Parent that is also
a Wholly-Owned Subsidiary of the Parent and (b) in relation to the Borrower,
each Non-U.S. Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary
of the Borrower.


 


“Wholly-Owned Subsidiary” means, as to any
person, (a) any corporation 100 per cent. of whose share capital (other than
directors’ qualifying shares and other nominal amounts of shares required by
applicable law to be held by persons (other than directors)) is at the time
owned by such person and/or one or more Wholly-Owned Subsidiaries of such
person and (b) any partnership, limited liability company, association, joint
venture or other entity in which such person and/or one or more Wholly-Owned
Subsidiaries of such person has a 100 per cent. Equity Interest at such time.


 


“Wholly-Owned U.S. Subsidiary” means (a) in
relation to the Parent, each U.S. Subsidiary of the Parent that is also a
Wholly-Owned Subsidiary of the Parent and (b) in relation to the Borrower, each
U.S. Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of the
Borrower.


 


1.2                               Accounting
Expressions


 


All accounting
expressions which are not otherwise defined in this Agreement shall be
construed in accordance with Dutch GAAP.


 


1.3                               Construction


 


Unless a contrary
indication appears, any reference in this Agreement to:


 


the “Agent”,
an “Arranger”,
the “Security
Trustee”, a “Hedge Counterparty”, the “L/C Bank”,
an “A Facility Lender”, a “B1 Facility Lender”, a “B2 Facility Lender”, a “C1 Facility Lender”, a “C2 Facility Lender”, a “Revolving Facility Lender”, a “Dollar Swingline Facility Lender”, a “Euro Swingline Facility Lender”, an “Incremental Revolving
Facility Lender” or an “Incremental Term Facility Lender” shall be construed so as to
include their respective and any subsequent successors, Transferees and
permitted assigns in accordance with their respective interests;


 


“agreed form” means, in relation to any document, in the form agreed and initialled
for identification by the Arrangers and the Parent prior to the Initial
Borrowing Date;


 


55





















 


“continuing” in relation to an Event of Default or a Default shall be
construed as meaning that (a) the circumstances constituting such Event of
Default or Default continue and (b) neither the Agent (being duly authorised to
do so) nor the Lenders have waived such of its or their rights under this
Agreement as arise as a result of that event;


 


“determines” or “determined”
means a determination made in the absolute discretion of the person making the
determination;


 


the “equivalent” on any given date in one currency (the “first currency”) of an amount denominated
in another currency (the “second currency”)
is, unless otherwise agreed, a reference to the amount of the first currency
which could be purchased with the second currency at the Agent’s Spot Rate of
Exchange for the purchase of the first currency with the second currency;


 


“indebtedness” includes any obligation
(whether incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent (including interest and
other charges relating to it);


 


“month” is
a reference to a period starting on one day in a calendar month and ending on
the numerically corresponding day in the next succeeding calendar month save
that, where any such period would otherwise end on a day which is not a
Business Day, it shall end on the next succeeding Business Day, unless that day
falls in the calendar month succeeding that in which it would otherwise have
ended, in which case it shall end on the immediately preceding Business Day
provided that, if a period starts on the last Business Day in a calendar month
or if there is no numerically corresponding day in the month in which that
period ends, that period shall end on the last Business Day in that later month
(and references to “months” shall
be construed accordingly);


 


a “person” shall be construed as a reference
to any person, firm, company, corporation, government, state or agency of a
state or any association or partnership (whether or not having separate legal
personality) of two or more of the foregoing;


 


“regulation” includes any regulation, rule,
official directive, request or guideline (whether or not having the force of
law) of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation.


 


“tax” shall
be construed so as to include all present and future taxes, charges, imposts,
duties, levies, deductions or withholdings of any kind whatsoever, or any
amount payable to any governmental authority on account of or as security for
any of the foregoing, by whomsoever on whomsoever and wherever imposed, levied,
collected, withheld or assessed together with any penalties, additions, fines,
surcharges or interest relating to it; and “taxes” and “taxation” shall be construed accordingly;


 


“VAT” shall
be construed as value added tax as provided for in the Value Added Tax Act 1994
and legislation (or purported legislation and whether delegated or otherwise)
supplemental to that Act or in any primary or secondary legislation promulgated
by the European Community or European Union or any official body or agency of
the European Community or European Union, and any tax similar or equivalent to
value added tax imposed by any country other than the United Kingdom and any
similar or turnover tax replacing or introduced in addition to any of the same;
and


 


56





















 


the “winding-up”, “dissolution” or “administration”
of a company or corporation shall be construed so as to include any equivalent
or analogous proceedings under the Law of the jurisdiction in which such
company or corporation is incorporated or any jurisdiction in which such
company or corporation carries on business, including the seeking of
liquidation, winding-up, reorganisation, dissolution, administration,
arrangement, adjustment, protection from creditors or relief of debtors.


 


1.4                               Currency


 


“€” and “euro”
denote the lawful currency of each Participating Member State, “£” and “sterling”
denote the lawful currency of the United Kingdom and “$” and “dollar”
denote the lawful currency of the United States of America.


 


1.5                               Statutes


 


Any reference in
this Agreement to a statute or a statutory provision (including any reference
to the Board of Governors of the Federal Reserve System of the United States)
shall, save where a contrary intention is specified, be construed as a
reference to such statute or statutory provision as the same shall have been,
or may be, amended or re-enacted.


 


1.6                               Time


 


Any reference in
this Agreement to a time shall, unless otherwise specified, be construed as a
reference to London time.


 


1.7                               References to
Agreements


 


Unless otherwise
stated, any reference in this Agreement to any agreement or document (including
any reference to this Agreement) shall be construed as a reference to:


 


(a)                                  such agreement or
document as amended, varied, novated, supplemented, extended, renewed,
refinanced or replaced from time to time;


 


(b)                                  any other agreement
or document whereby such agreement or document is so amended, varied,
supplemented or novated; and


 


(c)                                  any other agreement
or document entered into pursuant to or in accordance with any such agreement
or document.


 


1.8                               Documentary Credits


 


Any reference in
this Agreement to:


 


(a)                                  an amount borrowed
includes any amount utilised by way of Documentary Credit;


 


(b)                                  a Lender funding its
participation in a Utilisation includes an Indemnifying Lender participating in
a Documentary Credit;


 


(c)                                  amounts outstanding
under this Agreement include amounts outstanding under, or in relation to, any
Documentary Credit;


 


57





















 


(d)                                  an outstanding amount
of a Documentary Credit at any time is the maximum amount that is or may be
payable by the Borrower in respect of that Documentary Credit at that time;


 


(e)                                  the Borrower “repaying” a Documentary
Credit means:


 


(i)                                    the Borrower providing cash cover for that Documentary Credit;


 


(ii)                                the maximum amount payable under the Documentary Credit being
reduced in accordance with its terms; or


 


(iii)                            the L/C Bank being satisfied that it has no further liability under
that Documentary Credit,


 


and that the amount by which a Documentary Credit is
repaid under sub-paragraphs (e)(i) and (e)(ii) above is the amount of the
relevant cash cover or reduction; and


 


(f)                                    the Borrower
providing “cash cover” for a Documentary
Credit means the Borrower paying an amount (x) at any time prior to the
occurrence of a Sharing Event in the currency of the Documentary Credit and (y)
at any time on or after the occurrence of a Sharing Event, in euros, to an
interest-bearing account in the name of the Borrower and the following
conditions are met:


 


(i)                                    the account is with the Agent (if the cash cover is to be provided
for all the Indemnifying Lenders) or with an Indemnifying Lender or the L/C
Bank (if the cash cover is to be provided for that Indemnifying Lender or the
L/C Bank, as the case may be);


 


(ii)                                withdrawals from the account may only be made to pay a Finance Party
amounts due and payable to it under this Agreement in respect of that
Documentary Credit until no amount is or may be outstanding under that Documentary
Credit; and


 


(iii)                            the Borrower has executed a security document over that account, in
form and substance satisfactory to the Agent or the Finance Party with which
that account is held, creating a first ranking security interest over that
account,


 


or on such other terms as may be satisfactory to the
Agent, the relevant Indemnifying Lender or the L/C Bank.


 


2.                                      THE FACILITIES


 


2.1                               The Facilities


 


(a)                                  The Revolving
Facility Lenders grant to the Borrower, upon the terms and subject to the
conditions of this Agreement, a revolving loan facility in a maximum aggregate
amount of €255,000,000 (the “Revolving Facility”) or its equivalent from time
to time in Optional Currencies.


 


(b)                                  The Swingline
Facility Lenders grant to the Borrower, upon the terms and subject to the
conditions of this Agreement, a swingline facility (being part of the Revolving


 


58





















 


Facility) in a maximum aggregate Euro Amount
of €85,000,000 (the “Swingline Facility”).


 


(c)                                  The A Facility Lenders
grant to the Borrower upon the terms and subject to the conditions of this
Agreement, a term loan facility in a maximum aggregate amount of €120,000,000
(the “A Facility”).


 


(d)                                  The B1 Facility
Lenders grant to the Borrower upon the terms and subject to the conditions of
this Agreement, a term loan facility in a maximum aggregate amount of
€305,000,000 (the “B1 Facility”) or its equivalent from time
to time in Optional Currencies (it being agreed that the equivalent in dollars
on the Initial Borrowing Date is an amount equal to $380,000,000).


 


(e)                                  The B2 Facility
Lenders grant to the Borrower upon the terms and subject to the conditions of
this Agreement, a term loan facility in a maximum aggregate amount of
€50,000,000 (the “B2 Facility”).


 


(f)                                    (i)                                     Each Consenting B1
Facility Lender severally agrees to convert (the “B1 Facility Conversion”), on the Second
Amendment Effective Date, its Proportion of all B1 Facility Advances
outstanding on the Second Amendment Effective Date (immediately prior to giving
effect thereto) into an equivalent amount of new advances hereunder owing by
the Borrower (each such advance, a “Converted C1 Facility Advance”, and the aggregate
of all such Consenting B1 Facility Lenders’ Proportions converted, the “Converted C1
Facility”).
 The Lenders with Additional C1 Facility
Commitments grant to the Borrower on the Second Amendment Effective Date, upon
the terms and subject to the conditions of this Agreement, a term loan facility
in a maximum aggregate amount equal to the B1 Facility Outstandings of the
Non-Consenting B1 Facility Lenders on the Second Amendment Effective Date
(immediately prior to giving effect thereto) (the “Additional C1 Facility” and, together with
the Converted C1 Facility, the “C1 Facility”).


 


(ii)                                  (A) Each Converted C1 Facility Advance
shall be subject to the same Interest Period (and LIBOR) as the B1 Facility
Advance from which it was converted, (B) the Additional C1 Facility shall be
initially drawn down by way of a single Additional C1 Facility Advance which shall
be added to (and thereafter be deemed to constitute a part of) each Converted
C1 Facility Advance on a pro rata
basis (based on the relative sizes of the various such Converted C1 Facility
Advances), and (C) in connection with the B1 Facility Conversion and the
incurrence of the Additional C1 Facility Advance pursuant to paragraph (B)
above, the Agent shall (and is hereby authorised to) take all appropriate
actions to ensure that all Lenders with outstanding C1 Facility Advances (after
giving effect to the B1 Facility Conversion and the incurrence of the
Additional C1 Facility Advance pursuant to paragraph (B) above) participate in
each C1 Facility Advance on a pro rata
basis (based on the aggregate amount of their Converted C1 Facility Advances
and Additional C1 Facility Commitments as in effect on the Second Amendment
Effective Date).


 


(iii)                               In connection with the B1 Facility
Conversion and the incurrence of the Additional C1 Facility Advance pursuant to
paragraph (ii)(B) above, the Lenders and the Borrower hereby agree that, notwithstanding
anything to the


 


59





















 


contrary
contained in this Agreement, (A) if requested by any Lenders participating in
the Additional C1 Facility Advance which “match funds” the Borrower shall pay
to such Lender such amounts necessary, as reasonably determined by such Lender,
to compensate such Lenders for participating in such Additional C1 Facility
Advance in the middle of an existing Interest Period (rather than at the
beginning of the respective Interest Period, based upon the rates then
applicable thereto), and (B) the Borrower shall be obligated to pay to the
respective Non-Consenting B1 Facility Lenders breakage or other costs as
contemplated by Clause 33.2 (Break Costs)
(if any) incurred in connection with the B1 Facility Conversion and/or the
actions taken pursuant to paragraph (ii) above of this Clause 2.1(f).


 


(g)                                 (i)                                     Each Consenting B2
Facility Lender severally agrees to convert (the “B2 Facility Conversion”), on the Second
Amendment Effective Date, its Proportion of all B2 Facility Advances
outstanding on the Second Amendment Effective Date (immediately prior to giving
effect thereto) into an equivalent amount of new advances hereunder owing by
the Borrower (each such advance, a “Converted C2 Facility Advance”, and the aggregate
of all such Consenting B2 Facility Lenders’ Proportions converted, the “Converted C2
Facility”).  The Lenders with Additional C2 Facility
Commitments grant to the Borrower on the Second Amendment Effective Date, upon
the terms and subject to the conditions of this Agreement, a term loan facility
in a maximum aggregate amount equal to the B2 Facility Outstandings of the
Non-Consenting B2 Facility Lenders on the Second Amendment Effective Date
(immediately prior to giving effect thereto) (the “Additional C2 Facility” and, together with
the Converted C2 Facility, the “C2 Facility”).


 


(ii)                                  (A) Each Converted C2 Facility Advance
shall be subject to the same Interest Period (and EURIBOR) as the B2 Facility Advance
from which it was converted, (B) the Additional C2 Facility shall be initially
drawn down by way of a single Additional C2 Facility Advance which shall be
added to (and thereafter be deemed to constitute a part of) each such Converted
C2 Facility Advance on a pro rata
basis (based on the relative sizes of the various such Converted C2 Facility
Advances), and (C) in connection with the B2 Facility Conversion and the
incurrence of the Additional C2 Facility Advance pursuant to paragraph (B)
above, the Agent shall (and is hereby authorised to) take all appropriate
actions to ensure that all Lenders with outstanding C2 Facility Advances (after
giving effect to the B2 Facility Conversion and the incurrence of the
Additional C2 Facility Advance pursuant to paragraph (B)) participate in each
C2 Facility Advance on a pro rata
basis (based on the aggregate amount of their Converted C2 Facility Advances
and Additional C2 Facility Commitments as in effect on the Second Amendment
Effective Date).


 


(iii)                               In connection with the B2 Facility
Conversion and the incurrence of the Additional C2 Facility Advance pursuant to
paragraph (ii)(B) above, the Lenders and the Borrower hereby agree that,
notwithstanding anything to the contrary contained in this Agreement, (A) if requested
by any Lenders participating in the Additional C2 Facility Advance which “match
funds” the Borrower shall pay to such Lenders such amounts necessary, as
reasonably determined by such Lenders, to compensate such Lenders for
participating in


 


60





















 


such
Additional C2 Facility Advance in the middle of an existing Interest Period
(rather than at the beginning of the respective Interest Period, based upon the
rates then applicable thereto), and (B) the Borrower shall be obligated to pay
to the respective Non-Consenting B2 Facility Lenders breakage or other costs as
contemplated by Clause 33.2 (Break Costs)
(if any) incurred in connection with the B2 Facility Conversion and/or the
actions taken pursuant to paragraph (ii) above of this Clause 2.1(g).


 


(h)                                 The Incremental
Revolving Facility Lenders grant to the Borrower upon the terms and subject to
the conditions of this Agreement (including, without limitation, Clause 7 (Uncommitted Incremental Facilities), and
relevant Incremental Revolving Facility Commitment Agreements, a revolving loan
facility in a maximum aggregate amount of €65,000,000 (the “Incremental
Revolving Facility”)
or its equivalent from time to time in Optional Currencies.


 


(i)                                    The Incremental Term
Facility Lenders grant to the Borrower upon the terms and subject to the
conditions of this Agreement (including, without limitation, Clause 7 (Uncommitted Incremental Facilities), and
relevant Incremental Term Facility Commitment Agreements, a term loan facility
in a maximum aggregate amount equal to the euro equivalent of $372,000,000 (the
“Incremental Term Facility”) or its equivalent from time to time in Optional
Currencies.


 


2.2                               Purpose


 


(a)                                  The A Facility and
the B Facilities are intended to finance, in whole, the Existing Credit
Agreement including any fees and expenses in relation thereto.


 


(b)                                  The Revolving
Facility and the Incremental Revolving Facility are intended to finance the
general working capital requirements and the general corporate purposes of the
Group and may be utilised by way of Revolving Facility Advances or Documentary
Credits.


 


(c)                                  The Additional C1
Facility shall be used on the Second Amendment Effective Date to repay each
Non-Consenting B1 Facility Lender’s Proportion of all outstanding B1 Facility
Advances, together with accrued but unpaid interest thereon.


 


(d)                                  The Additional C2
Facility shall be used on the Second Amendment Effective Date to repay each
Non-Consenting B2 Facility Lender’s Proportion of all outstanding B2 Facility
Advances, together with accrued but unpaid interest thereon.


 


(e)                                  The Swingline
Facility is intended to finance the general working capital requirements and
general corporate purposes of the Group.


 


(f)                                    The Incremental Term
Facility is intended to finance Permitted Acquisitions and the redemption or
repurchase of the Senior Subordinated Notes (including, without limitation, any
related redemption or repurchase fees).


 


(g)                                 The Borrower shall
apply all amounts borrowed under this Agreement in or towards satisfaction of
the purposes referred to in paragraphs (a), (b), (c), (d), (e) and (f) and none
of the Finance Parties shall be obliged to concern themselves with such
application.


 


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2.3                               Several Obligations


 


The obligations of
each Finance Party under this Agreement are several and the failure by a
Finance Party to perform any of its obligations under this Agreement shall not
affect the obligations of any of the other parties to this Agreement towards
any other party to this Agreement nor shall any other party be liable for the
failure by such Finance Party to perform its obligations under this Agreement.


 


2.4                               Several Rights


 


The rights of each
Finance Party are several and any debt arising under this Agreement at any time
from an Obligor to any Finance Party to this Agreement shall be a separate and
independent debt.  Each Finance Party
may, except as otherwise stated in this Agreement, separately enforce its
rights under this Agreement.


 


3.                                      CONDITIONS


 


3.1                               Conditions Precedent


 


The obligations of
the Finance Parties under this Agreement shall be conditional upon the Agent
having confirmed to the Parent that it has received the documents listed in
Part I of Schedule 3 (Conditions Precedent to
First Utilisation) and that each is satisfactory, in form and
substance, to the Agent acting reasonably. 
The Agent shall notify the Parent and the Lenders promptly upon being so
satisfied.


 


3.2                               Conditions Subsequent


 


The Parent shall
procure (and each relevant Obligor shall ensure) that:


 


(a)                                  as soon as
practicable after the Initial Borrowing Date under this Agreement and in any
event by
no later than 31 January 2004 there shall have been delivered to the Agent each
of the documents listed in Section A of Part IV of Schedule 3 (Conditions Subsequent Documents); and


 


(b)                                  within 3 months after
the Initial Borrowing Date there shall have been delivered to the Agent each of
the documents listed in Section B of Part IV of Schedule 3 (Conditions Subsequent Documents),


 


each in form and substance satisfactory to the
Agent.  The Agent shall notify the Parent
and the Lenders promptly upon being so satisfied.


 


4.                                      UTILISATION


 


4.1                               Conditions
to Utilisation


 


Save as otherwise
provided in this Agreement, an Advance (other than a Swingline Facility Advance
or an Incremental Term Facility Advance) will be made by the Lenders to the
Borrower or a Documentary Credit will be issued by an L/C Bank at the Borrower’s
request if:


 


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(a)                                  the Agent has
received from the Borrower a duly completed Utilisation Request stating whether
the proposed Utilisation is to be by way of Advance or Documentary Credit not
later than 9.30 a.m. on a day which is:


 


(i)                                    no more than 10 nor less than 2 Business Days prior to the proposed
Utilisation Date for such Advance; or


 


(ii)                                no more than 10 nor less than 4 Business Days prior to the proposed
Utilisation Date for such Documentary Credit,


 


receipt of which
shall oblige the Borrower to borrow the amount requested on the date stated
upon the terms and subject to the conditions contained in this Agreement
provided that no Utilisation Request under the Revolving Facility shall be made
prior to the first Utilisation Request under the Term Facilities;


 


(b)                                  the proposed Utilisation
Date is a Business Day for the proposed currency of the Advance or Documentary
Credit, as the case may be, which is or precedes the relevant Termination Date;


 


(c)                                  in the case of a
Utilisation by way of an A Facility Advance, the proposed Euro Amount of such
Advance is equal to €120,000,000;


 


(d)                                  in the case of a
Utilisation by way of a B1 Facility Advance, the proposed Euro Amount of such
Advance is equal to €305,000,000 (it being agreed that the equivalent in
dollars is an amount equal to $380,000,000);


 


(e)                                  in the case of a
Utilisation by way of a B2 Facility Advance, the proposed Euro Amount of such
Advance is equal to €50,000,000;


 


(f)                                    in the case of a
Utilisation by way of a Revolving Facility Advance, the proposed Euro Amount of
such Advance is (i) equal to the amount of the corresponding Available
Revolving Facility (minus the Unavailable Revolving Facility Amount (if any))
or (ii) less than such amount but equal to, or an integral multiple of,
€1,000,000;


 


(g)                                 in the case of a
Utilisation by way of Documentary Credit, the proposed Euro Amount of such
Documentary Credit is equal to or less than the amount of the Available
Revolving Facility (minus the Unavailable Revolving Facility Amount (if any));


 


(h)                                 in the case of a
Utilisation by way of a Revolving Facility Advance, (i) at any time prior to
the Syndication Date, immediately after the making of such Advance there will
be no more than 3 Revolving Facility Advances outstanding and (ii) at any time
after the Syndication Date, immediately after the making of such Advance there
will be no more than 10 Revolving Facility Advances (for the avoidance of doubt
not including any Swingline Facility Advances) outstanding;


 


(i)                                    in the case of a
Utilisation by way of a Documentary Credit, the proposed Term of the
Documentary Credit is a period not exceeding 364 days, ending on or before the
Termination Date in respect of the Revolving Facility;


 


(j)                                    in the case of a
Utilisation by way of a Revolving Facility Advance, the proposed Term of such
Revolving Facility Advance is a period of one week, two weeks, or 1, 2, 3 or 6
months or such other period as the Agent may agree, and ends on or before the


 


63





















 


Final
Maturity Date of the Revolving Facility provided that, save as the Agent may
otherwise agree, prior to the Syndication Date the Term of each Revolving
Facility Advance shall be 1 week or 1 month (or, such duration as is necessary
to ensure that such Term ends on the Syndication Date);


 


(k)                                in the case of a
Utilisation by way of an Advance other than a Rollover Advance, the interest
rate applicable to such Advance’s first Interest Period or Term (as the case
may be) will not have to be determined under Clause 16 (Market
Disruption and Alternative Interest Rates);


 


(l)                                    in
the case of a Utilisation by way of a Documentary Credit, the L/C Bank and the
Agent have each approved the terms of such Documentary Credit (which, unless
the Agent and the L/C Bank otherwise agree in writing, shall be in such form
customarily used by the L/C Bank or in such other form as has been approved by
the L/C Bank and shall specify the purpose of its issue, the name and address
of the Beneficiary of it, the Beneficiary’s receiving bank account and its
Expiry Date);


 


(m)                              in the case of any
Utilisation:


 


(i)                                    in the case of a Rollover Advance or a Documentary Credit which is
being renewed pursuant to Clause 5.2 (Renewal
of Documentary Credits), no Event of Default is continuing or would
result from the proposed Rollover Advance or the renewal of that Documentary
Credit and, in the case of any other Utilisation, no Default is continuing or
would result from the proposed Utilisation; and


 


(ii)                                save in the case of a Rollover Advance, the Repeating
Representations made by each Obligor are true and correct in all material
respects on the relevant Utilisation Date by reference to the circumstances
then existing; and


 


(n)                                 in relation to the
first Utilisation requested under this Agreement, the Agent is reasonably
satisfied that the Parent will comply with its obligations under Clause 3.2 (Conditions Subsequent).


 


4.2                               Conditions to
Utilisation of Incremental Term Facility


 


(a)                                  Conditions to
Incremental Term Facility Commitments: Subject to and upon the terms
and conditions set forth in Clause 7 (Uncommitted
Incremental Facilities) and the relevant Incremental Term Facility
Commitment Agreement, each Lender with an Incremental Term Facility Commitment
for a given Tranche of Incremental Term Facility Advances severally agrees, at
any time and from time to time on and after the date that such Incremental Term
Facility Commitment is obtained pursuant to Clause 7 (Uncommitted Incremental Facilities) and
prior to the relevant Termination Date for such Tranche of Incremental Term
Facility Advances, to make a term loan or term loans (each an “Incremental
Term Facility Advance” and, collectively, the “Incremental Term Facility
Advances”)
to the Borrower for such Tranche.  Such
Incremental Term Facility Advances:


 


(i)                                    shall be incurred on an Incremental Term Facility Utilisation Date;


 


64





















 


(ii)                                shall be denominated in the Applicable Currency for such Tranche of
Incremental Term Facility Advances;


 


(iii)                            shall, if an Alternate Currency Incremental Term Facility Advance,
at the option of the Borrower, be incurred and maintained in one or more
borrowings of Alternate Currency Incremental Term Facility Advances under such
Tranche; and


 


(iv)                               shall not exceed for any such Incremental Term Facility Lender at
the time of any incurrence thereof, that aggregate principal amount which
equals the Incremental Term Facility Commitment of such Incremental Term
Facility Lender for such Tranche at such time (before giving effect to any
reduction thereof at such time pursuant to paragraph (c) of this Clause 4.2).


 


(b)                                  Utilisation
Request:
Save as otherwise provided in this Agreement and/or the relevant Incremental
Term Facility Commitment Agreement, an Incremental Term Facility Advance will
be made by the Lenders to the Borrower at the Borrower’s request if the Agent
has received at any time after the Syndication Date from the Borrower a duly
completed Utilisation Request in relation to an Incremental Term Facility
Advance not later than 10.00 a.m. on a day which is no more than 10 nor less
than 3 Business Days prior to the proposed Utilisation Date for such Advance
stating:


 


(i)                                    the aggregate principal amount of such Advance (stated in the
Applicable Currency, as the case may be);


 


(ii)                                the Incremental Term Facility Utilisation Date;


 


(iii)                            in the case of an Alternate Currency Incremental Term Facility
Advance, the Optional Currency; and


 


(iv)                               whether such Advance constitutes part of the C Facilities or
Incremental Term Facility,


 


receipt of which shall oblige the Borrower to borrow
the amount requested on the date stated upon the terms and subject to the
conditions contained in this Agreement and the relevant Incremental Term
Facility Commitment Agreement.


 


(c)                                  Reduction of
Incremental Term Facility Commitment: The total Incremental Term Facility
Commitments under a given Tranche shall (i) be permanently reduced on each
Incremental Term Facility Utilisation Date in respect of such Tranche in an
amount equal to the aggregate principal amount of Incremental Term Facility
Advances of such Tranche incurred on each such date, (ii) terminate in its
entirety to the extent not theretofore terminated on the Termination Date for
such Tranche of Incremental Term Facility Advances (after giving effect to any
Incremental Term Facility Advances of such Tranche to be made on such date) and
(iii) prior to the termination of the total Incremental Term Facility
Commitment in respect of such Tranche, be permanently reduced from time to time
to the extent required by Clause 13.3 (Application
of Mandatory Prepayments).


 


(d)                                  Application of
Reduction of Incremental Term Facility Commitment: Each reduction to, and/or
termination of the total Incremental Term Facility Commitment


 


65





















 


under
a given Tranche pursuant to this Clause 4.2 shall be applied proportionately
and permanently to reduce, and/or terminate the Incremental Term Facility
Commitment of each Lender with such a Commitment under such Tranche provided
that any mandatory reduction to the Incremental Term Facility Commitments
pursuant to Clause 13.3 (Application of
Mandatory Prepayments) shall be applied proportionately and
permanently to reduce the Incremental Term Facility Commitments of all Lenders
for all Tranches on a pro rata basis
(based on the then remaining amounts of such Incremental Term Facility
Commitments).


 


4.3                               Lenders’
Participations


 


Each Lender will
participate through its Facility Office in each Advance made pursuant to Clause
4.1 (Conditions to Utilisation), the relevant
Incremental Revolving Facility Commitment Agreement and the relevant
Incremental Term Facility Commitment Agreement in its respective Proportion.


 


5.                                      DOCUMENTARY CREDITS


 


5.1                               Issue of Documentary
Credits


 


(a)                                  Each L/C Bank shall
issue Documentary Credits pursuant to Clause 4.1 (Conditions
to Utilisation) by:


 


(i)                                    completing the issue date and the proposed Expiry Date of any
Documentary Credit to be issued by it; and


 


(ii)                                executing and delivering such Documentary Credit to the relevant
Beneficiary on the relevant Utilisation Date.


 


(b)                                  Each Lender having a
Revolving Facility Commitment (an “Indemnifying Lender”) will participate in each
Documentary Credit in an amount equal to its L/C Proportion.


 


(c)                                  The Agent shall
notify the L/C Bank and each Indemnifying Lender of the details of any
requested Documentary Credit (including the Euro Amount of it, and, if such
Documentary Credit is not to be denominated in euro, the Optional Currency in
which it will be denominated and the amount of it) and its participation in
that Documentary Credit.


 


5.2                               Renewal of
Documentary Credits


 


(a)                                  The Borrower may
request that a Documentary Credit issued on its behalf be renewed by delivering
to the Agent a Renewal Request which complies with Clause 4.1 (Conditions to Utilisation).


 


(b)                                  The terms of each
renewed Documentary Credit shall be the same as those of the relevant
Documentary Credit immediately prior to its renewal, except that (as stated in
the Renewal Request therefor):


 


(i)                                    its amount may be less than the amount of such Documentary Credit immediately
prior to its renewal; and


 


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(ii)                                its Term shall start on the date which was the Expiry Date of that
Documentary Credit immediately prior to its renewal, and shall end on the
proposed Expiry Date specified in the Renewal Request.


 


(c)                                  If the conditions set
out in this Agreement have been met, the L/C Bank shall amend and re-issue a
Documentary Credit pursuant to a Renewal Request.


 


5.3                               Revaluation of
Documentary Credits


 


(a)                                  If any Documentary
Credit is denominated in an Optional Currency and has a Term of more than 6
months, the Agent shall at monthly intervals after the date of such Documentary
Credit recalculate the Euro Amount of that Documentary Credit by notionally
converting into euro the outstanding amount of that Documentary Credit on the
basis of the Agent’s Spot Rate of Exchange on the date of calculation.


 


(b)                                  The Borrower shall,
if requested by the Agent within 2 Business Days of any calculation under
paragraph (a) above, ensure that on the last day of the Term of the next
maturing Revolving Facility Advance sufficient Revolving Facility Outstandings
are repaid to prevent the Euro Amount of the Revolving Facility Outstandings
exceeding the aggregate amount of all of the Revolving Facility Commitments
adjusted to reflect any cancellations or reductions, following any adjustment
under paragraph (a) above.


 


5.4                               Immediately Payable


 


If a Documentary
Credit or any amount outstanding under a Documentary Credit is expressed to be
immediately payable, the Borrower shall repay that amount immediately.


 


5.5                               Claims under a
Documentary Credit


 


(a)                                  The Borrower
irrevocably and unconditionally authorises the L/C Bank to pay any claim made
or purported to be made under a Documentary Credit requested by it and which
appears on its face to be in order (a “claim”).


 


(b)                                  The Borrower shall
within 3 Business Days of demand pay to the Agent for the L/C Bank an amount
equal to the amount of any claim.


 


(c)                                  The Borrower
acknowledges that the L/C Bank:


 


(i)                                    is not obliged to carry out any investigation or seek any
confirmation from any other person before paying a claim; and


 


(ii)                                deals in documents only and will not be concerned with the legality
of a claim or any underlying transaction or any available set-off, counterclaim
or other defence of any person.


 


(d)                                  The obligations of
the Borrower under this Clause will not be affected by:


 


(i)                                    the sufficiency, accuracy or genuineness of any claim or any other
document; or


 


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(ii)                                any incapacity of, or limitation on the powers of, any person
signing a claim or other document.


 


5.6                               Documentary Credit
Indemnities


 


(a)                                  The Borrower shall
immediately on demand indemnify the L/C Bank against any cost, loss or
liability incurred by the L/C Bank (otherwise than by reason of the L/C Bank’s
gross negligence or wilful misconduct) in acting as the L/C Bank under any
Documentary Credit requested by the Borrower.


 


(b)                                  Without limiting the
obligation of the Borrower under paragraph (a) above, each Indemnifying Lender
shall (according to its L/C Proportion) immediately on demand indemnify the L/C
Bank against any cost, loss or liability incurred by the L/C Bank (otherwise
than by reason of the L/C Bank’s gross negligence or wilful misconduct) in
acting as the L/C Bank under any Documentary Credit (unless the L/C Bank has
been reimbursed by an Obligor pursuant to a Finance Document).


 


(c)                                  If any Indemnifying
Lender is not permitted (by its constitutional documents or any applicable Law)
to comply with paragraph (b) above, then that Indemnifying Lender will not be
obliged to comply with paragraph (b) and shall instead be deemed to have taken,
on the date the relevant Documentary Credit is issued (or if later, on the date
that Indemnifying Lender’s participation in the Documentary Credit is
transferred or assigned to that Indemnifying Lender in accordance with the
terms of this Agreement), an undivided interest and participation in the
Documentary Credit in an amount equal to its L/C Proportion of that Documentary
Credit.  On receipt of demand from the
Agent, that Indemnifying Lender shall pay to the Agent (for the account of the
L/C Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph
(b) above.


 


(d)                                  The Borrower shall
immediately on demand reimburse any Indemnifying Lender for any payment it
makes to the L/C Bank under this Clause 5.6 in respect of that Documentary
Credit.


 


(e)                                  The obligations of
each Indemnifying Lender under this Clause 5.6 are continuing obligations and
will extend to the ultimate balance of sums payable by that Indemnifying Lender
in respect of any Documentary Credit, regardless of any intermediate payment or
discharge in whole or in part.


 


(f)                                    The obligations of
any Indemnifying Lender under this Clause 5.6 will not be affected by any act,
omission, matter or thing which, but for this Clause 5.6 would reduce, release
or prejudice any of its obligations under this Clause 5.6 (without limitation
and whether or not known to it or any other person) including:


 


(i)                                    any time, waiver or consent granted to, or composition with, any
Obligor, any beneficiary under a Documentary Credit or other person;


 


(ii)                                the release of any Obligor or any other person under the terms of
any composition or arrangement with any creditor or any member of the Group;


 


(iii)                            the taking, variation, compromise, exchange, renewal or release of,
or refusal or neglect to perfect, take up or enforce, any rights against, or
security over


 


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assets of, any Obligor, any beneficiary under
a Documentary Credit or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any
failure to realise the full value of any security;


 


(iv)                               any incapacity or lack of power, authority or legal personality of
or dissolution or change in the members or status of an Obligor, any
beneficiary under a Documentary Credit or any other person;


 


(v)                                   any amendment (however fundamental) or replacement of a Finance
Document, any Documentary Credit or any other document or security;


 


(vi)                               any unenforceability, illegality or invalidity of any obligation of
any person under any Finance Document, any Documentary Credit or any other
document or security; or


 


(vii)                           any insolvency or similar proceedings.


 


5.7                               Rights of
Contribution


 


No Obligor will be
entitled to any right of contribution or indemnity from any Finance Party in
respect of any payment it may make under this Clause 5 (Documentary
Credits).


 


5.8                               Role of the L/C Bank


 


(a)                                  Nothing in this
Agreement constitutes the L/C Bank as a trustee or fiduciary of any other
person.


 


(b)                                  The L/C Bank shall
not be bound to account to any Lender for any sum or the profit element of any
sum received by it for its own account.


 


(c)                                  The L/C Bank may
accept deposits from, lend money to and generally engage in any kind of banking
or other business with any member of the Group.


 


(d)                                  The L/C Bank may rely
on:


 


(i)                                    any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and


 


(ii)                                any statement made by a director, authorised signatory or employee
of any person regarding any matters which may reasonably be assumed to be
within his knowledge or within his power to verify.


 


(e)                                  The L/C Bank may
engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.


 


(f)                                    The L/C Bank may act
in relation to the Finance Documents through its personnel and agents.


 


(g)                                 The L/C Bank is not
responsible for:


 


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(i)                                    the adequacy, accuracy and/or completeness of any information
(whether oral or written) supplied by the L/C Bank, the Agent, the Arrangers,
an Obligor or any other person given in or in connection with any Finance
Document; or


 


(ii)                                the legality, validity, effectiveness, adequacy or enforceability of
any Finance Document or any other agreement, arrangement or document entered
into, made or executed in anticipation of or in connection with any Finance
Document.


 


5.9                               Exclusion of
Liability


 


(a)                                  Without limiting
paragraph (b) below, the L/C Bank will not be liable for any action taken by it
under or in connection with any Finance Document, unless directly caused by its
gross negligence or wilful misconduct.


 


(b)                                  No Finance Party
(other than the L/C Bank) may take any proceedings against any officer,
employee or agent of the L/C Bank in respect of any claim it might have against
the L/C Bank or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document.


 


5.10                        Credit Appraisal by
the Indemnifying Lenders


 


Without affecting
the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Finance Document, each Indemnifying Lender
confirms to the L/C Bank that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of the
risks arising under or in connection with any Finance Document, including but not
limited to, those listed in paragraphs (a) to (d) of Clause 31.15 (Credit Appraisal by the Lenders).


 


5.11                        Appointment and
Change of L/C Bank


 


(a)                                  The Agent, with the
prior approval of the relevant Lender, the Parent and an Instructing Group, may
designate any Lender with a Revolving Facility Commitment as an L/C Bank or as
a replacement therefor, but not with respect to Documentary Credits already
issued by any other L/C Bank.


 


(b)                                  Any Lender so
designated shall become an L/C Bank under this Agreement by delivering to the
Agent an executed L/C Bank Accession Certificate.


 


(c)                                  An L/C Bank may
resign as issuer of further Documentary Credits at any time on or after the
first anniversary of the Initial Borrowing Date under this Agreement or if
later, the first anniversary of the date of its appointment as L/C Bank under
this Agreement by giving not less than 3 months’ prior written notice to the
Agent and the Parent to expire on or after such first anniversary if (i) the
Parent and an Instructing Group consent to it or so require, (ii) there is, in
the reasonable opinion of the L/C Bank, an actual or potential conflict of
interest in it continuing to act as L/C Bank, or (iii) its Revolving Facility
Commitment is reduced to zero.


 


(d)                                  If the L/C Bank does
so resign and no replacement is appointed, any Documentary Credit to be issued
in accordance with the terms of this Agreement will be issued by the Agent on
behalf of the Lenders with Revolving Facility Commitments severally in an
amount reflecting their respective L/C Proportions at the date of issue
thereof.


 


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5.12                        Assumption of
Existing Documentary Credits


 


Each of the
Existing Documentary Credits (including any extension or renewal thereof) shall
constitute a Documentary Credit issued for the purposes of Clause 4.1 (Conditions to Utilisation) on the Initial
Borrowing Date and the respective issuer thereof shall constitute the “L/C Bank”
for the purposes of this Agreement.


 


6.                                      SWINGLINE FACILITIES


 


6.1                               Conditions to
Utilisation of Swingline Facilities


 


Save as otherwise
provided in this Agreement, a Swingline Facility Advance will be made by the
respective Swingline Facility Lenders to the Borrower at the Borrower’s request
if:


 


(a)                                  the Agent has
received from the Borrower a duly completed Utilisation Request stating whether
the proposed Swingline Facility Advance is a Dollar Swingline Facility Advance
or a Euro Swingline Facility Advance:


 


(i)                                    in the case of a Dollar Swingline Facility Advance, not later than
12.00 p.m. (New York time) on the proposed Utilisation Date for such Advance;
or


 


(ii)                                in the case of a Euro Swingline Facility Advance, not later than
12.00 p.m. (London time) on the proposed Utilisation Date for such Advance,


 


receipt of which
shall oblige the Borrower to borrow the amount requested on the date stated
upon the terms and subject to the conditions contained in this Agreement
provided that no Utilisation Request under the Swingline Facility shall be made
prior to the first Utilisation Request under the Term Facilities;


 


(b)                                  the proposed
Utilisation Date is a Business Day for the proposed Swingline Facility Advance
which is or precedes the relevant Termination Date;


 


(c)                                  the proposed Euro
Amount of such Swingline Facility Advance is (i) equal to the amount of the
corresponding Available Swingline Facility or (ii) less than such amount but
equal to, or an integral multiple of (A) in the case of a Dollar Swingline
Advance, $100,000 and (B) in the case of a Euro Swingline Advance, €100,000;


 


(d)                                  the aggregate amount
of Revolving Facility Outstandings and Swingline Facility Outstandings would
not, immediately after making such Swingline Facility Advance, exceed the
aggregate Revolving Facility Commitments of the Revolving Facility Lenders;


 


(e)                                  the proposed Term of
the Swingline Facility Advance requested is a period not exceeding 3 months
ending on or before the Final Maturity Date in respect of the Revolving
Facility;


 


(f)                                    the Utilisation
Request is sent to the Agent at the address referred to in Clause 42 (Notices and Delivery of Information) and
confirmed by a telephone call to the telephone number referred to in Clause 42
(Notices and Delivery of Information);
and


 


(g)                                 Without in any way
limiting the obligation of the Borrower set out in paragraph (f) above, the
Agent may act without liability upon the basis of a telephone call of such


 


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Utilisation
believed by the Agent in good faith to be from an Authorised Representative of
the Borrower prior to receipt of the Utilisation Request.  In each such case, the Borrower hereby waives
the right to dispute the Agent’s record of the terms of such telephone call in
the absence of manifest error.


 


6.2                               General Conditions to
Utilisation of Swingline Facility Advances


 


If the Borrower requests a Swingline Facility Advance
in accordance with Clause 6.1 (Conditions
to Utilisation of Swingline Facilities); and, on the proposed date
for the making of such Swingline Facility Advance:


 


(a)                                  neither of the events
mentioned in Clause 16.1 (Market Disruption)
shall have occurred;


 


(b)                                  the Euro Amount of
such Swingline Facility Advance does not exceed either the Available Swingline
Facility or the Available Revolving Facility;


 


(c)                                  there would not,
immediately after the making of such Advance, be more than 10 Euro Swingline
Facility Advances outstanding; and


 


(d)                                  on and as of the
proposed date for the making of such Advance:


 


(i)                                    no Default is continuing or would result from the making of such
Advance;


 


(ii)                                no Lender Default exists (unless the Swingline Facility Lenders have
entered into arrangements satisfactory to them to eliminate the Swingline
Facility Lenders’ risk with respect to the Defaulting Lender’s or Lenders’
participation in such Swingline Facility Advance); and


 


(iii)                            the Repeated Representations made by each Obligor are true in all
material respects on the relevant Utilisation Date by reference to the
circumstances then existing,


 


then, save as otherwise provided herein, such
Swingline Facility Advance will be made in accordance with the provisions
hereof.


 


6.3                               Completion of a
Utilisation Request for Swingline Facility Advances


 


Each Utilisation Request for a Swingline Facility
Advance is irrevocable and only one Swingline Facility Advance may be requested
in each Utilisation Request.


 


6.4                               Swingline Facility
Lender’s Participation


 


(a)                                  Each Swingline
Facility Lender will participate through its Facility Office in each Swingline
Facility Advance made pursuant to this Clause 6 in its respective
Proportion immediately prior to the making of that Advance.


 


(b)                                  The Agent shall
promptly notify each Swingline Facility Lender of the amount, currency and Euro
Amount of each Swingline Facility Advance upon receipt of a Utilisation
Request.


 


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6.5                               Reduction of
Available Commitment


 


If a Swingline Facility Lender’s Swingline Facility
Commitment is reduced in accordance with the terms hereof after the Agent has
received the Utilisation Request for a Swingline Facility Advance and such
reduction was not taken into account in the Available Swingline Facility, then
both the Euro Amount of the relevant Swingline Facility Advance and the amount
of that Swingline Facility Advance made or to be made shall be reduced
accordingly.


 


6.6                               Purchase of Swingline
Participations


 


(a)                                  On any Business Day a
Swingline Lender may, in its sole discretion, by written notice given to the
Agent (and to the other Swingline Facility Lenders) require the Revolving
Facility Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Facility Outstandings. 
Such notice shall specify the aggregate amount of such Swingline
Facility Outstandings in which the Revolving Facility Lenders will participate.  Promptly upon receipt of such notice, the
Agent shall give notice thereof to each Revolving Facility Lender, specifying
in such notice each such Revolving Facility Lender’s Proportion of such
Swingline Facility Outstandings.  Each
Revolving Facility Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Agent for the account of the
applicable Swingline Facility Lenders, such Revolving Facility Lender’s
Proportion of such Swingline Facility Outstandings.


 


(b)                                  Each Revolving
Facility Lender acknowledges and agrees that its respective obligation to
acquire participations in Swingline Facility Outstandings pursuant to this
Clause 6.6 is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of any
Default or Event of Default or reduction or termination of the Commitments and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Revolving
Facility Lender shall comply with its obligations under this Clause 6.6 by wire
transfer of immediately available funds in the same manner as provided in
Clause 35 (Payments) and the
Agent shall promptly pay to the applicable Swingline Facility Lender the amount
so received by it from each such Revolving Facility Lender.


 


(c)                                  The Agent shall
promptly notify the applicable Borrower of any participations in any Swingline
Facility Outstandings acquired pursuant to this Clause 6.6 and thereafter
payments in respect of such Swingline Facility Outstandings shall be made to
the Agent and not to the applicable Swingline Facility Lender.  Any amounts received by a Swingline Facility
Lender from the applicable Borrower (or other party on behalf of such Borrower)
in respect of any Swingline Facility Outstandings after receipt by such
Swingline Facility Lender of the proceeds of a sale of participations therein
shall be promptly remitted to the Agent; any such amounts received by the Agent
shall be promptly remitted by the Agent to the Revolving Facility Lenders that
shall have made their payments pursuant to this Clause 6.6 and to such
Swingline Facility Lender, as their interests may appear; provided that any
such payment so remitted shall be repaid to such Swingline Facility Lender or
to the Agent, as applicable, if and to the extent such payment is required to
be refunded to the applicable Borrower. 
The purchase of participations in Swingline Facility Outstandings
pursuant to this Clause 6.6 shall not relieve the applicable Borrower of any Default
in the payment thereof.


 


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6.7                               Consequences of a
Swingline Facility Advance not being repaid


 


(a)                                  If a Swingline
Facility Advance is not repaid on its due date, each Revolving Facility Lender
must pay to the Agent for the account of the Swingline Facility Lenders an
amount calculated as described below within three Business Days of demand by
the Agent.


 


(b)                                  The amount (if any)
required to be paid by a Revolving Facility Lender is the proportion of the Swingline
Facility Advance not repaid which the Revolving Facility Commitment of that
Revolving Facility Lender bears to the aggregate amount of the Revolving
Facility Commitments less the amount of its participation, before any
adjustment under this Clause 6.7, in the unpaid amount of the Swingline
Facility Advance together with any interest accrued and unpaid on that amount
from the date on which such Swingline Facility Advance was made to the date of
payment by that Revolving Facility Lender. 
If this produces a negative figure for a Revolving Facility Lender, no
amount need be paid by that Revolving Facility Lender.


 


(c)                                  On a payment under
this Clause 6.7, the paying Revolving Facility Lender will be subrogated to the
rights of the Swingline Facility Lenders which have shared in the payment
received.


 


(d)                                  If and to the extent
the paying Revolving Facility Lender is not able to rely on its rights under
paragraph (c) above, the Borrower shall be liable to the paying Revolving
Facility Lender for a debt equal to the amount the paying Revolving Facility
Lender has paid under this Clause 6.7 and the Borrower’s liability to the
Swingline Facility Lenders will be reduced accordingly.


 


(e)                                  Any payment under
this Clause 6.7 does not reduce the obligations in aggregate of the Borrower.


 


7.                                      UNCOMMITTED INCREMENTAL FACILITIES


 


7.1                               Incremental Term
Facility


 


(a)                                  Incremental
Term Facility Commitments


 


(i)                                    The Borrower shall have the right, in consultation and coordination
with the Agent as to all of the matters set forth below in this Clause 7.1, but
without requiring the consent of any of the Lenders, to request at any time and
from time to time after the Syndication Date and prior to the relevant
Termination Date for the respective Tranche of Incremental Term Facility Advances
that one or more Lenders or one or more Eligible Institutions provide to the
Borrower Incremental Term Facility Commitments under such Tranche of
Incremental Term Facility as designated in the respective Incremental Term
Facility Commitment Agreement and, subject to the terms and conditions
contained in this Agreement and in the respective Incremental Term Facility
Commitment Agreement, make Incremental Term Facility Advances pursuant thereto,
so long as:


 


(A)                               no Default or Event of Default then exists
or would result therefrom and all of the Repeating Representations contained
herein and in the


 


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other
Finance Documents are true and correct in all material respects at such time
(unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date);


 


(B)                               the Borrower and its Subsidiaries will be
in compliance with Clause 24 (Financial
Condition) on a Pro Forma Basis after giving effect to each
incurrence of Incremental Term Facility Advances and the application of the
proceeds therefrom; and


 


(C)                               on or before the date of each Incremental
Term Facility Commitment Agreement, the Borrower shall have delivered to the
Agent a certificate of the Authorised Representative of the Borrower certifying
(A) which provisions (if any) of the Permitted Subordinated Indebtedness
Documents the respective incurrence of Incremental Term Facility Advances will
be allowed under and demonstrating in reasonable detail that the full amount of
such Incremental Term Facility Advances may be incurred in accordance with, and
will not violate the provisions of, the Permitted Subordinated Indebtedness
Document, (B) the ratio of Senior Indebtedness to Consolidated EBITDA is less
than 3.00:1.00 (based on the most recently delivered Compliance Certificate in
accordance with paragraph (e) (Officer’s
Certificates) of Clause 23.1 (Information
Covenants)) and (C) the purpose of the use of the proceeds of such
Tranche of Incremental Term Facility.


 


(ii)                                Furthermore, it is understood and agreed that:


 


(A)                               no Lender shall be obligated to provide
an Incremental Term Facility Commitment, and until such time, if any, as such
Lender has agreed in its sole discretion to provide an Incremental Term
Facility Commitment and executed and delivered to the Borrower and the Agent an
Incremental Term Facility Commitment Agreement as provided in paragraph (b) (Incremental Term Facility Commitment Agreement)
of this Clause 7.1, such Lender shall not be obligated to fund any Incremental
Term Facility Advances;


 


(B)                               any Lender (including Eligible
Institutions) may so provide an Incremental Term Facility Commitment without
the consent of the Agent or any other Lender;


 


(C)                               each Tranche of Incremental Term Facility
Commitments shall be made available to the Borrower;


 


(D)                               the amount of each Tranche of Incremental
Term Facility Commitments shall be in a minimum aggregate amount for all
Lenders which provide an Incremental Term Facility Commitment under such
Tranche of Incremental Term Facility Advances of at least $50,000,000 (or the
Euro Amount thereof as determined at the time that Incremental Term Facility
Commitments are obtained);


 


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(E)                                 the aggregate amount of all Incremental
Term Facility Commitments permitted to be provided pursuant to this Clause 7.1
shall not exceed $372,000,000 (or the Euro Amount thereof as determined at the
time that such Incremental Term Facility Commitments are obtained) (it being
understood and agreed, however, to the extent that any such Incremental
Term Facility Commitments are obtained but later expire, terminate or are
voluntarily reduced in each case without being utilised, the amount of such
Incremental Term Facility Commitments so expired, terminated or voluntarily
reduced may again be available to be obtained under this Clause 7.1 within the
limits set forth herein);


 


(F)                                 the up-front fees and, if applicable, any
unutilised commitment fees and/or other fees, payable in respect of each
Incremental Term Facility Commitment shall be separately agreed to by the
Borrower and each Incremental Term Facility Lender;


 


(G)                               each Tranche of the Incremental Term
Facility shall have (i) a Final Maturity Date of no earlier than the Final
Maturity Date of the C Facilities and (ii) a Weighted Average Life to Maturity
of no less than the Weighted Average Life to Maturity as then remaining for the
C Facilities;


 


(H)                               any Incremental Term Facility Advance
being incurred under any single Incremental Term Facility Commitment Agreement
shall be used for Permitted Acquisitions and/or the redemption or repurchase of
the Senior Subordinated Notes (including, without limitation, any related
redemption or repurchase fees).  The date
of the consummation of a Permitted Acquisition (as well as the date on which
any Indebtedness assumed as part of such Permitted Acquisition is to be
refinanced) or, as the case may be, the date of the redemption of the Senior
Subordinated Notes being prepaid with the proceeds of such Incremental Term
Facility Advance, shall occur no later than 10 Business Days after the date of
the incurrence of such Incremental Term Facility Advance;


 


(I)                                    each Incremental Term Facility Commitment
Agreement shall specifically designate, with the approval of the Agent, that
the Tranche of the Incremental Term Facility Commitments being provided
thereunder shall be a new Tranche which shall exist separately from any
existing Tranche of the Incremental Term Facility, Incremental Term Facility
Commitments or other Term Facility Advance, unless the requirements of
paragraph (c) (Constitution of each Tranche
of Incremental Term Facility) of this Clause 7.1 are satisfied in
which case such Tranche shall be added on to an existing Tranche of the
Incremental Term Facility (or Incremental Term Facility Commitments) or another
C Facility Advance in accordance with paragraph (c) (Constitution of each Tranche of Incremental Term Facility)
of this Clause 7.1;


 


(J)                                 all Incremental Term Facility Advances
(and all interest, fees and other amounts payable thereon) shall be obligations
under this Agreement


 


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and
the other applicable Finance Documents and shall be secured by the Security
Documents, on a pari  passu
basis with all other Term Facility Outstandings; and


 


(K)                               each Lender agreeing to provide an
Incremental Term Facility Commitment pursuant to an Incremental Term Facility
Commitment Agreement shall, subject to the satisfaction of the relevant
conditions set forth in this Agreement, make Incremental Term Facility Advances
under the Tranche specified in such Incremental Term Facility Commitment
Agreement as provided in Clause 4.2 (Conditions
to Utilisation of Incremental Term Facility) and such Advances shall
thereafter be deemed to be Incremental Term Facility Advances under such
Tranche for all purposes of this Agreement and the other applicable Finance
Documents.


 


(b)                                  Incremental
Term Facility Commitment Agreement


 


At the time of the
provision of Incremental Term Facility Commitments pursuant to this
Clause 7, the Borrower, each other Obligor, the Agent and each such Lender
or other Eligible Institution which agrees to provide an Incremental Term
Facility Commitment (each, an “Incremental
Term Facility Lender”) shall execute and deliver to the Borrower and
the Agent an Incremental Term Facility Commitment Agreement, appropriately
completed (with the effectiveness of the Incremental Term Facility Commitment
provided therein to occur on the date set forth in such Incremental Term
Facility Commitment Agreement, which date in any event shall be no earlier than
the date on which all fees required to be paid in connection therewith at the
time of such effectiveness shall have been paid, all conditions set forth in
this Clause 7 shall have been satisfied and all other conditions precedent that
may be set forth in such Incremental Term Facility Commitment Agreement shall
have been satisfied).  In addition on or
prior to the effective date of the respective Incremental Term Facility
Commitment Agreement:


 


(i)                                    the Parent, the Borrower and its Subsidiaries shall have delivered
such technical amendments, modifications and/or supplements to the respective
Security Documents as are reasonably requested by the Agent to ensure that the
additional Facilities Obligations to be incurred pursuant to the Incremental
Term Facility Commitments are secured by, and entitled to the benefits of, the
Security Documents (to the extent required by the terms of this Agreement), and
each of the Lenders hereby agrees to, and authorises the Security Trustee to
enter into, any such technical amendments, modifications and/or supplements;


 


(ii)                                the Agent shall have received an opinion or opinions, in form and
substance reasonably satisfactory to the Agent, from counsel reasonably
satisfactory to the Agent and dated such date, covering such of the matters set
forth in the opinions of counsel delivered to the Agent on the Initial
Borrowing Date pursuant to Clause 3.1 (Conditions
Precedent) as may be reasonably requested by the Agent, and such
other matters incident to the transactions contemplated thereby as the Agent
may reasonably request;


 


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(iii)                            the Borrower and the other Obligors shall have delivered to the
Agent such other officers’ certificates, resolutions and evidence of good
standing as the Agent shall reasonably request; and


 


(iv)                               in addition to the applicable conditions precedent set forth in Part
I of Schedule 3 (Conditions Precedent to
First Utilisation), the Agent shall have received from the
Authorised Representative of the Borrower a certificate certifying that the
conditions set forth in paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility) have been
satisfied (together with calculations demonstrating same (where applicable) in
reasonable detail and copies of the certificate set forth in such paragraph
(a)(i)(C)) of Clause 7.1 (Incremental Term
Facility).


 


The Agent shall promptly
notify each Lender as to the effectiveness of each Incremental Term Facility
Commitment Agreement and, at such time, Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect
the Incremental Term Facility Commitments of such Incremental Term Facility
Lenders.


 


(c)                                  Constitution of
each Tranche of Incremental Term Facility


 


Notwithstanding
anything to the contrary contained above in this Clause 7.1, the Incremental
Term Facility Commitments provided by an Incremental Term Facility Lender or
Incremental Term Facility Lenders, as the case may be, pursuant to each
Incremental Term Facility Commitment Agreement shall constitute a new Tranche,
which shall be separate and distinct from the existing Tranches pursuant to
this Agreement provided that, with the consent of the Agent, the parties to a
given Incremental Term Facility Commitment Agreement may specify therein that
the respective Incremental Term Facility Advance made pursuant thereto shall
constitute part of, and be added to, an existing Tranche of Incremental Term
Facility Advances or to the C1 Facility Advances or C2 Facility Advances, in
either case so long as the following requirements are satisfied:


 


(i)                                    the Incremental Term Facility Advances to be made pursuant to such
Incremental Term Facility Commitment Agreement shall be made to the Borrower,
shall be denominated in the same currency, shall have the same Final Maturity
Date and shall have the same Applicable Margins as the Facility to which the
new Incremental Term Facility Advances are being added;


 


(ii)                                the new Incremental Term Facility Advances shall have the same
scheduled repayment dates as then remain with respect to the Tranche to which
such new Incremental Term Facility Advances are being added (with the amount of
each repayment applicable to such new Incremental Term Facility Advances to be
the same (on a proportionate basis) as is theretofore applicable to the Tranche
to which such new Incremental Term Facility Advances are being added, thereby
increasing the amount of each then remaining repayment of the respective
Tranche proportionately); and


 


(iii)                            on the date of the making of such new Incremental Term Facility
Advances, and notwithstanding anything to the contrary set forth in Clause 15 (Interest on Term Facility Advances), such
new Incremental Term Facility Advance shall be added to (and form part of) the
Term Facility Outstandings of the respective Tranche on a pro rata
basis (based on the relative sizes of the various Term Facility Outstandings),
so that each Lender will participate proportionately in each then Term Facility
Outstandings of the


 


78





















 


respective Tranche, and so that the existing
Lenders with respect to such Tranche continue to have the same participation
(by amount) in each borrowing as they had before the making of the new
Incremental Term Facility Advances of such Tranche.


 


7.2                               Incremental Revolving
Facility


 


(a)                                  Incremental
Revolving Facility Commitments


 


(i)                                    The Borrower shall have the right, in consultation and coordination
with the Agent as to all of the matters set forth below in this Clause 7.2, but
without requiring the consent of any of the Lenders, to request at any time and
from time to time after the Syndication Date and prior to the Termination Date
for the Incremental Revolving Facility that one or more Lenders or one or more
Eligible Institutions provide to the Borrower Incremental Revolving Facility
Commitments under the Incremental Revolving Facility as designated in the
respective Incremental Revolving Facility Commitment Agreement and, subject to
the terms and conditions contained in this Agreement and in the respective
Incremental Revolving Facility Commitment Agreement, make Utilisations pursuant
thereto, so long as no Default or Event of Default then exists or would result
therefrom and all of the Repeating Representations contained herein and in the
other Finance Documents are true and correct in all material respects at such
time (unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date).


 


(ii)                                Furthermore, it is understood and agreed that:


 


(A)                               no Lender shall be obligated to provide
an Incremental Revolving Facility Commitment, and until such time, if any, as
such Lender has agreed in its sole discretion to provide an Incremental
Revolving Facility Commitment and executed and delivered to the Borrower and
the Agent an Incremental Revolving Facility Commitment Agreement as provided in
paragraph (b) (Incremental Revolving
Facility Commitment Agreement) of this Clause 7.2, such Lender shall
not be obligated to provide any Incremental Revolving Facility;


 


(B)                               any Lender (including Eligible
Institutions) may so provide an Incremental Revolving Facility Commitment
without the consent of the Agent or any other Lender;


 


(C)                               each of the Incremental Revolving
Facility Commitments shall be made available to the Borrower;


 


(D)                               each provision of Incremental Revolving
Facility Commitments shall be in a minimum aggregate amount for all Lenders of
€10,000,000 and in integral multiples of €5,000,000;


 


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(E)                                 the aggregate amount of all Incremental
Revolving Facility Commitments permitted to be provided pursuant to this Clause
7.2 shall not exceed €65,000,000;


 


(F)                                 the up-front fees and, if applicable, any
unutilised commitment fees and/or other fees, payable in respect of each
Incremental Revolving Facility Commitment shall be separately agreed to by the
Borrower and each Incremental Revolving Facility Lender; and


 


(G)                               all Utilisations under the Incremental
Revolving Facility Commitments (and all interest, fees and other amounts
payable thereon) shall be Facilities Obligations under this Agreement and the
other applicable Finance Documents and shall be secured by the Security
Documents, on a pari  passu
basis with all other Revolving Facility Outstandings.


 


(b)                                  Incremental
Revolving Facility Commitment Agreement


 


At the time of the
provision of Incremental Revolving Facility Commitments pursuant to this
Clause 7, the Borrower, each other Obligor, the Agent and each such Lender
or other Eligible Institution which agrees to provide an Incremental Revolving
Facility Commitment (each, an “Incremental
Revolving Facility Lender”) shall execute and deliver to the
Borrower and the Agent an Incremental Revolving Facility Commitment Agreement,
appropriately completed (with the effectiveness of the Incremental Revolving
Facility Commitment provided therein to occur on the date set forth in such
Incremental Revolving Facility Commitment Agreement, which date in any event
shall be no earlier than the date on which all fees required to be paid in
connection therewith at the time of such effectiveness shall have been paid,
all conditions set forth in this Clause 7.2 shall have been satisfied and all
other conditions precedent that may be set forth in such Incremental Revolving
Facility Commitment Agreement shall have been satisfied).  The Agent shall promptly notify each Lender
as to the effectiveness of each Incremental Revolving Facility Commitment
Agreement and at such time, (i) the Revolving Facility shall be increased by
the aggregate amount of such Incremental Revolving Facility Commitments, (ii) Section
A of Part I of Schedule 1 (Lenders and
Commitments) shall be deemed modified to reflect the revised
Revolving Facility Lenders.  In addition
on or prior to the effective date of the respective Incremental Revolving
Facility Commitment Agreement:


 


(i)                                    the Parent, the Borrower and its Subsidiaries shall have delivered
such technical amendments, modifications and/or supplements to the respective
Security Documents as are reasonably requested by the Agent to ensure that the
additional Facilities Obligations to be incurred pursuant to the Incremental
Revolving Facility Commitments are secured by, and entitled to the benefits of,
the Security Documents (to the extent required by the terms of this Agreement),
and each of the Lenders hereby agrees to, and authorises the Security Trustee
to enter into, any such technical amendments, modifications and/or supplements;


 


(ii)                                the Agent shall have received an opinion or opinions, in form and
substance reasonably satisfactory to the Agent, from counsel reasonably satisfactory
to the Agent and dated such date, covering such of the matters set forth in the
opinions of counsel delivered to the Agent on the Initial Borrowing Date


 


80





















 


pursuant to Clause 3.1 (Conditions Precedent) as may be reasonably
requested by the Agent, and such other matters incident to the transactions
contemplated thereby as the Agent may reasonably request;


 


(iii)                            the Borrower and the other Obligors shall have delivered to the
Agent such other officers’ certificates, resolutions and evidence of good
standing as the Agent shall reasonably request; and


 


(iv)                               in addition to the applicable conditions precedent set forth in Part
I of Schedule 3 (Conditions Precedent to
First Utilisation), the Agent shall have received from the
Authorised Representative of the Borrower a certificate certifying that the
conditions set forth in paragraphs (a)(i) (Incremental
Revolving Facility Commitments) of this Clause 7.2 have been
satisfied.


 


(c)                                  Constitution of
Incremental Revolving Facility


 


At the time of any
provision of Incremental Revolving Facility Commitments pursuant to this Clause
7.2, the Borrower shall, in coordination with the Agent, repay outstanding
Revolving Facility Advances of certain of the Revolving Facility Lenders, and
incur additional Revolving Facility Advances from certain other Revolving
Facility Lenders (including the Incremental Revolving Facility Lenders), in
each case to the extent necessary so that all of the Revolving Facility Lenders
participate in each Utilisation under the Revolving Facility pro  rata
on the basis of their respective Revolving Facility Commitments (after giving
effect to any increase in the Revolving Facility pursuant to this Clause 7.2
and with the Borrower being obligated to pay to the respective Revolving
Facility Lenders any costs of the type referred to in Clause 33 (Borrower’s Indemnities) in connection with
any such repayment and/or Utilisation.


 


8.                                      OPTIONAL CURRENCIES


 


8.1                               Selection of Currency


 


The Borrower (or
the Parent on its behalf) shall select the currency of an Advance made to it
(which shall be euro or an Optional Currency) in the Utilisation Request
relating to the relevant Advance provided that an A Facility Advance shall be
made in euro, a B1 Facility Advance and a C1 Facility Advance shall be made in
dollars and a B2 Facility Advance and a C2 Facility Advance shall be made in
euro.


 


8.2                               No Change of Currency


 


Once utilised, no
Term Facility Advance shall be outstanding in any currency other than the
currency in which it was first utilised.


 


9.                                      REPAYMENT OF REVOLVING AND SWINGLINE FACILITY
OUTSTANDINGS


 


9.1                               Repayment of
Revolving Facility Advances


 


Each Borrower shall
(subject to Clause 9.2 (Rollover Advances))
repay the full amount of each Revolving Facility Advance and Swingline Facility
Advance made to it on the Repayment Date, provided that if such Repayment Date
is not a Business Day in the relevant


 


81





















 


jurisdiction
for payment, payment shall instead be made on the next succeeding Business Day.


 


9.2                               Rollover Advances


 


Without prejudice
to the Borrower’s obligation to repay the full amount of each Revolving
Facility Advance on the applicable Repayment Date, where, on the same day on
which the Borrower is due to repay a Revolving Facility Advance (a “Maturing Advance”) the Borrower has also
requested that a Revolving Facility Advance in the same currency as the
Maturing Advance be made to it (a “Rollover
Advance”), subject to the Lenders being obliged to make such
Rollover Advance under Clause 4.1 (Conditions to Utilisation),
the amount to be so repaid and the amount to be so drawn down shall be netted
off against each other so that the amount which the Borrower is actually
required to repay or, as the case may be, the amount which the Lenders are
actually required to advance to the Borrower, shall be the net amount remaining
after such netting off provided that the Borrower shall not be permitted to
rollover any Advances denominated in an Optional Currency to the extent that
such Advance, when notionally converted into euros at the Agent’s Spot Rate of
Exchange on the Quotation Date for the next Term and aggregated with the Euro
Amount of all other Revolving Facility Outstandings would result in the
aggregate amount of all Revolving Commitments being exceeded by an amount
greater than 5 per cent.


 


9.3                               Cash
Collateralisation of Documentary Credits


 


In relation to any
unexpired Documentary Credit, the Borrower may give the Agent not less than 3
Business Days’ prior written notice of its intention to repay a Documentary
Credit issued to it, and, having given such notice, shall procure that the
relevant Outstanding L/C Amount in respect of such Documentary Credit is
reduced to zero and repaid in full by providing cash cover therefor (in
accordance with Clause 5 (Documentary Credits))
or by reducing the Outstanding L/C Amount of such Documentary Credit or by
cancelling such Documentary Credit and returning the original to the L/C Bank
or the Agent on behalf of the Lenders.


 


10.                               REPAYMENT OF TERM FACILITY OUTSTANDINGS


 


10.1                        Repayment of A
Facility Outstandings


 


The Borrower shall
make such repayments as may be necessary to ensure that on each of the dates
set out in the table below (each an “A
Facility Repayment Date”) the aggregate Euro Amount of the A
Facility Outstandings (as at the close of business in London on the Termination
Date relating to the A Facility) is reduced by an amount equal to the
percentage of such A Facility Outstandings set out in the table below provided
that the final Repayment Date shall be the Final Maturity Date for the A
Facility and the aggregate amount of all A Facility Outstandings shall be
repayable on such A Facility Repayment Date.


 


	
  Repayment Dates

  	
   

  	
  Percentage of A Facility Outstandings Repayable

  
	
   

  	
   

  	
   

  
	
  31 March 2004

  	
   

  	
  1.625 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2004

  	
   

  	
  1.625 per cent.

  



 


82





















 


	
  Repayment Dates

  	
   

  	
  Percentage of A Facility Outstandings Repayable

  
	
   

  	
   

  	
   

  
	
  30 September 2004

  	
   

  	
  1.625 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2004

  	
   

  	
  1.625 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2005

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2005

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2005

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2005

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2006

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2006

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2006

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2006

  	
   

  	
  3.375 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2007

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2007

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2007

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2007

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2008

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2008

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2008

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2008

  	
   

  	
  5.5 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  5.625 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2009

  	
   

  	
  5.625 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2009

  	
   

  	
  5.625 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2009

  	
   

  	
  5.625 per cent.

  



 


Provided that in
the event the Senior Subordinated Notes are not Refinanced on or before 1
November 2008, the Final Maturity Date with respect to the A Facility shall be
1 May 2009 and on and from 1 November 2008 the A Facility Repayment Dates and
the percentage of the A Facility Outstandings payable on such dates shall be as
follows:


 


83





















 


	
  Repayment Dates

  	
   

  	
  Percentage of A Facility Outstandings

  
	
   

  	
   

  	
   

  
	
  31 December 2008

  	
   

  	
  9.00 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  9.00 per cent.

  
	
   

  	
   

  	
   

  
	
  1 May 2009

  	
   

  	
  10 per cent.

  



 


10.2                        [Intentionally
deleted]


 


10.3                        Repayment of C
Facility Outstandings


 


The Borrower shall
make such repayments as may be necessary to ensure that on each of the dates
set out in the table below (each a “C
Facilities Repayment Date”) the aggregate Euro Amount of the C1
Facility Outstandings (as at the close of business in London on the Second
Amendment Effective Date and the aggregate amount of the C2 Facility
Outstandings (as at the close of business in London on the Second Amendment
Effective Date) are each reduced by an amount equal to the percentage of such C
Facility Outstandings set out in the table below provided that the final
Repayment Date shall be the Final Maturity Date for the C Facilities and the
aggregate amount of all C Facility Outstandings shall be repayable on such C
Facilities Repayment Date.


 


	
  Repayment Dates

  	
   

  	
  Percentage of C Facility Outstandings Repayable

  
	
   

  	
   

  	
   

  
	
  30 September 2004

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2004

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2005

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2005

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2005

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2005

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2006

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2006

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2006

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2006

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2007

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2007

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2007

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2007

  	
   

  	
  0.25 per cent.

  



 


84





















 


	
  Repayment Dates

  	
   

  	
  Percentage of C Facility Outstandings Repayable

  
	
   

  	
   

  	
   

  
	
  31 March 2008

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2008

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2008

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2008

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2009

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2009

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2009

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2010

  	
   

  	
  23.5 per cent.

  
	
   

  	
   

  	
   

  
	
  30 June 2010

  	
   

  	
  23.5 per cent.

  
	
   

  	
   

  	
   

  
	
  30 September 2010

  	
   

  	
  23.5 per cent.

  
	
   

  	
   

  	
   

  
	
  31 December 2010

  	
   

  	
  24.0 per cent.

  



 


Provided that:


 


(a)                                  in the
event the Senior Subordinated Notes are not Refinanced on or before 1 November
2008, the Final Maturity Date with respect to the C Facilities shall be 1 May
2009 and on and from 1 November 2008 the C Facilities Repayment Dates and the
percentage of the C1 Facility Outstandings and C2 Facility Outstandings payable
on such dates shall be as follows:


 


	
  Repayment Dates

  	
   

  	
  Percentage of C Facility Outstandings

  
	
   

  	
   

  	
   

  
	
  31 December 2008

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  47.75 per cent.

  
	
   

  	
   

  	
   

  
	
  1 May 2009

  	
   

  	
  47.75 per cent.

  



 


(b)                                  in the event the Senior Subordinated
Notes have been Refinanced on or before 1 November 2008 and any of the Parent
Preference Shares C remain outstanding as at 1 October 2009, the Final
Maturity Date with respect to the C Facilities shall be 30 April 2010 and on
and from 1 October 2009 the C Facilities Repayment Dates and the percentage of
the C1 Facility Outstandings and C2 Facility Outstandings payable on such dates
shall be as follows:


 


85





















 


	
  Repayment Dates

  	
   

  	
  Percentage of C Facility Outstandings

  
	
   

  	
   

  	
   

  
	
  31 December 2009

  	
   

  	
  0.25 per cent.

  
	
   

  	
   

  	
   

  
	
  31 March 2010

  	
   

  	
  47.25 per cent.

  
	
   

  	
   

  	
   

  
	
  1 May 2010

  	
   

  	
  47.25 per cent.

  



 


10.4                        Repayment of
Incremental Term Facility Outstandings


 


The Borrower shall
be required to make, with respect to each Tranche of Incremental Tern Facility
Advances, to the extent then outstanding, scheduled amortisation payments of
such Tranche of Incremental Term Facility Advances on the dates (the “Incremental Term Facility Repayment Dates”)
and in the principal amounts set forth in the respective Incremental Term
Facility Commitment Agreement (each such repayment, as the same may be reduced
as provided in Clauses 12 (Voluntary
Prepayment) and 13 (Mandatory
Prepayment), an “Incremental Term
Facility Scheduled Repayment”).


 


10.5                        No Reborrowing of
Term Facility Advances


 


No Borrower may
reborrow any part of any Term Facility which is repaid (including, for the
avoidance of doubt, any part of the B1 Facility which is converted into C1
Facility Advances pursuant to the B1 Facility Conversion or any part of the B2
Facility which is converted into C2 Facility Advances pursuant to the B2
Facility Conversion).


 


11.                               CANCELLATION


 


11.1                        Voluntary
Cancellation


 


(a)                                  Subject to Clause
11.2 (Restriction), the Borrower may, by giving
to the Agent not less than 3 Business Days’ prior written notice to that
effect, cancel the whole or any part (being a minimum amount of €1,000,000 and an
integral multiple of €1,000,000) of any Available Facility and any such
cancellation shall permanently reduce the relevant Available Commitments of the
Lenders proportionately.


 


(b)                                  In the event of
certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender)
to consent to certain proposed changes, waivers, discharges or terminations
with respect to this Agreement which have been approved by the Instructing
Group, the Borrower may, subject to the applicable requirements of Clause 45.7
(Replacement of non-Instructing Group Lender),
upon five Business Days’ written notice by the Borrower to the Agent (which
notice the Agent shall promptly transmit to each of the Lenders) terminate all
or, as the case may be, any Commitment, if any, of such Lender, so long as:


 


(i)                                    the Outstandings with respect to such Commitment being cancelled,
together with accrued and unpaid interest, fees and all other amounts, owing to
such Lender (excluding amounts owing in respect of Outstandings of any other
Facility maintained by such Lender which are not being repaid pursuant to
Clause 45.7 (Replacement of non-Instructing
Group Lender)) are repaid concurrently with the effectiveness of
such termination (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed
modified to reflect such changed amounts); and


 


86





















 


(ii)                                after giving effect to such termination (and other adjustments to
each Lender’s Proportion of the Revolving Facility Commitment and/or related
L/C Proportion of the remaining Lenders as contemplated below), none of the
Revolving Facility Outstandings of any remaining Lender shall exceed its
Revolving Facility Commitment.  


 


(c)                                  After giving effect
to the termination of the Commitments of any Lender pursuant to the provisions
of paragraph (b) above, unless the respective Lender continues to have Term Facility
Outstandings or other Commitments (if any) hereunder, such Lender shall no
longer constitute a “Lender” for purposes of this Agreement, except with
respect to indemnifications under this Agreement (including, without
limitation, Clauses 18 (Taxes), 19 (Increased Costs), 33 (Borrower’s Indemnities),
37 (Sharing Among the Finance Parties) and
40 (Costs and Expenses)), which shall
survive as to such repaid Lender.  


 


(d)                                  Immediately after the
Revolving Facility Commitment of any Lender is terminated pursuant to paragraph
(b) above, there shall occur automatic consequential adjustments (as determined
by the Agent) in each Lender’s Proportion of Revolving Facility Commitments
(and as a result thereof in the related L/C Proportions) of the remaining
Revolving Facility Lenders.


 


11.2                        Restriction


 


The Borrower may
not give a notice of cancellation pursuant to Clause 11.1 (Voluntary
Cancellation) in respect of any amount of the Available Term
Facilities required to refinance, in full, the Existing Credit Agreement.


 


11.3                        Notice of
Cancellation


 


Any notice of
cancellation given by the Borrower pursuant to Clause 11.1 (Voluntary Cancellation) shall be irrevocable and shall
specify the date upon which such cancellation is to be made and the amount of
such cancellation.


 


11.4                        Cancellation of
Available Commitments


 


On each Termination
Date any Available Commitments in respect of the Facility to which such
Termination Date relates shall automatically be cancelled and the Commitment of
each Lender in relation to such Facility shall automatically be reduced to
zero.


 


12.                               VOLUNTARY PREPAYMENT


 


12.1                        Voluntary Prepayment


 


(a)                                  The Borrower shall,
if it (or the Parent on its behalf) has given to the Agent not less than 3
Business Days’ prior written notice to that effect, repay an Advance in whole
or in part (but if in part, in an amount that reduces the Euro Amount of the
relevant Advance by a minimum amount of €1,000,000 and an integral multiple of
€1,000,000) together with accrued interest on the amount repaid
without premium or penalty but subject to the payment of any Break Costs.


 


(b)                                  In the event of
certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender)
to consent to certain proposed changes, waivers,


 


87





















 


discharges
or terminations with respect to this Agreement which have been approved by the
Instructing Group, the Borrower may, upon five Business Days’ written notice by
an Authorised Representative of the Borrower to the Agent (which notice the
Agent shall promptly transmit to each of the Lenders) repay all Outstandings,
together with accrued and unpaid interest, fees, and other amounts owing to
such Lender (or owing to such Lender with respect to each Facility which gave
rise to the need to obtain such Lender’s individual consent) in accordance
with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender)
so long as:


 


(i)                                    in the case of the repayment of Revolving Facility Outstandings of
any Lender pursuant to this paragraph (b), the Revolving Facility Commitment of
such Lender (if any), is terminated concurrently with such repayment (at which
time Part I of Schedule 1 (Lenders and
Commitments) shall be deemed modified to reflect the changed
Revolving Facility Commitments); and


 


(ii)                                in the case of the repayment of any Term Facility Outstandings of
any Lender pursuant to this paragraph (b), the Term Facility Commitment of such
Lender (if any) is terminated concurrently with such repayment (at which time
Part I of Schedule 1 (Lenders and
Commitments) shall be deemed modified to reflect the changed Term
Facility Commitments).


 


12.2                        Right of Prepayment
and Cancellation in relation to a single Lender


 


If any Lender is
owed any amounts as set out in paragraph (b) of Clause 21.1 (Replacement of Lenders), the Borrower
shall have the rights as set out in Clause 21.1 (Replacement of Lenders).


 


12.3                        Application of
Voluntary Prepayments


 


(a)                                  Order of
Application:  Any repayment made pursuant to paragraph (a)
of Clause 12.1 (Voluntary Prepayment) in respect
of a Term Facility Advance shall, subject to the provisions of paragraph (b) (Waivable Voluntary Repayment) of this
Clause 12.3, be applied either:


 


(i)                                    to the prepayment of A Facility Advances, B1 Facility Advances, B2
Facility Advances, C1 Facility Advances, C2 Facility Advances and any
Incremental Term Facility Advances pro rata to the respective Term Facility
Outstandings; in relation to each Facility such prepayment shall be applied
against all remaining Scheduled Repayments of such Facility pro rata to the respective
amounts of such Scheduled Repayments; or 


 


(ii)                                if the Borrower so elects, in the following order:


 


(A)                              first to the prepayment, in direct order
of maturity, of Scheduled Repayments of Term Facilities which will be due
within 15 months after the date of the respective voluntary prepayment, applied
in respect of each Scheduled Repayment Date to repay in full all Scheduled
Repayments of all Term Facilities due on such Scheduled Repayment Date or, if
the prepayment is insufficient to make such repayment in full in respect of a Scheduled
Repayment Date, to the


 


88





















 


Scheduled
Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relative amounts of such Scheduled
Repayments; and


 


(B)                                second, to the prepayment of A Facility
Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2
Facility Advances and any Incremental Term Facility Advances pro rata to the
relevant Term Facility Outstandings (as reduced by the prepayments referred to
in paragraph (A) above); in relation to each Facility such prepayment shall be
applied against all remaining Scheduled Repayments of such Facility pro rata to
the respective amounts of such Scheduled Repayments.


 


(b)                                  Waivable Voluntary
Repayment:  In relation to any repayment made pursuant to
Clause 12.1 (Voluntary Prepayment)
in respect of a Term Facility Advance and without prejudice to paragraph (a)
above, which is required to be applied to C Facility Advances, if on or prior
to the date of the respective voluntary repayment pursuant to this Clause 12,
the Borrower has given the Agent written notification that it has elected to
give each Lender with C Facility Outstandings the right to waive such Lender’s
rights to receive such repayment (the “Waivable Voluntary Repayment”) the Agent shall
notify such Lenders of such receipt and the amount of the repayments to be
applied to each such Lender’s Proportion of C Facility Outstandings, provided
that in no event shall the aggregate amount of any Waivable Voluntary Repayment
exceed the aggregate principal amount of Term Facility Outstandings (excluding
C Facility Outstandings) after giving effect to any applications of payments
(other than any reallocation of the respective Waivable Voluntary Repayment
pursuant to this sub-paragraph (b)) to such other Term Facility Outstandings as
a result of the repayments then being made pursuant to this Clause 12.


 


Waive
Mechanics:  In the event any Lender with C Facility
Outstandings desires to waive its right to receive any such Waivable Voluntary
Repayment in whole or in part, such Lender shall so advise the Agent no later
than 5:00 p.m. five Business Days after the date of such notice from the Agent
which notice shall also include the amount the Lender desires to receive with
respect to its C Facility Outstandings. 
If the Lender does not reply to the Agent within such five Business Day
period, it will be deemed acceptance of the total payment.  If the Lender does not specify an amount it
wishes to receive, it will be deemed acceptance of 100 per cent. of the total
payment.  In the event that any such
Lender waives its rights to any such Waivable Voluntary Repayment, the Agent
shall apply 100 per cent. of the amount so waived by such Lenders to:


 


(x)                                   repay the Term Facility Outstandings
(excluding the C Facility Outstandings) in accordance with sub-paragraph (a)
above; and 


 


(y)                                 to the extent in excess of the amount to
be applied pursuant to preceding clause (x), to reduce the Available Revolving
Facility on a pro rata basis based on the
relative amounts of the Available Revolving Facility and the Revolving Facility
Outstandings (in each case as in effect before giving effect to such
reduction).


 


89





















 


Cash
Collateral:  If the Borrower elects to give the notice
described above in this sub-paragraph (b) with respect to any voluntary
repayment, the amount of the respective Waivable Voluntary Repayment shall be
deposited with the Agent on the date the voluntary repayment is otherwise made
pursuant to sub-paragraph (a) above (and held by the Agent as cash collateral
for the C Facility Outstandings and, but only to the extent Lenders with C
Facility Outstandings waive their right to receive their share of the Waivable
Voluntary Repayment, for the benefit of all Lenders in a cash collateral
account which shall permit the investment thereof in Cash Equivalents
reasonably satisfactory to the Agent until the proceeds are applied to the
applicable Outstandings) and the respective repayment shall not be required to
be made until the seventh Business Day occurring after the date the respective
repayment would otherwise have been required to be made.


 


Partial
Waiver of Repayment:  Notwithstanding anything to the contrary
contained above, if one or more Lenders holding C Facility Outstandings waives
its right to receive all or any part of any Waivable Voluntary Repayment, but
less than all the Lenders holding the respective C Facility Outstandings waive
in full their right to receive 100 per cent. of the total payment otherwise
required with respect to the respective C Facility Outstandings, then of the
amount actually applied to the repayment of the respective C Facility
Outstandings of Lenders which have waived in part, but not in full, their right
to receive 100 per cent. of such repayment, such amount shall be applied to
each C Facility Advance of the respective C Facility Outstandings on a pro rata basis (so that each Lender holding C Facility
Outstandings shall, after giving effect to the application of the respective
repayment, maintain the same percentage (as determined for such Lender, but not
the same percentage as the other Lenders hold and not the same percentage held
by such Lender prior to repayment) of each C Facility Advance which remains
outstanding after giving effect to such application).  For the avoidance of doubt any amount to be
applied in accordance with this paragraph shall only apply to such portion (if
any) of the C Facility Outstandings which such C Facility Lender has not
waived.


 


12.4                        Release from
Obligation to make Advances


 


A Lender for whose
account a repayment is to be made under Clause 12.2 (Right of
Prepayment and Cancellation in relation to a single Lender) shall
not be obliged to participate in the making of Advances (including Revolving
Facility Advances) or in the issue or counter-guarantee in respect of
Documentary Credits on or after the date upon which the Agent receives the
relevant notice of intention to repay such Lender’s share of the Outstandings,
on which date all of such Lender’s Available Commitments shall be cancelled and
all of its Commitments shall be reduced to zero.


 


12.5                        Notice of Repayment


 


Any notice of
repayment given by the Borrower or the Parent, as the case may be, pursuant to
Clauses 12.1 (Voluntary Prepayment) or 12.2 (Right of Prepayment and Cancellation in relation to a single Lender)
shall be irrevocable, shall specify the date upon which such repayment is to be
made and the amount of such repayment and shall oblige the Borrower to make
such repayment on such date.


 


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12.6                        Restrictions on
Repayment


 


No Obligor shall
repay all or any part of any Advance (including, at any time, a Revolving
Facility Advance) except at the times and in the manner expressly provided for
in this Agreement.


 


12.7                        Cancellation upon
Repayment


 


No amount repaid
under this Agreement may subsequently be reborrowed other than any amount of a
Revolving Facility Advance or, as the case may be, a Swingline Facility Advance
repaid in accordance with Clause 9.1 (Repayment of Revolving
Facility Advances) and upon any repayment (other than in respect of
a Revolving Facility Advance, as aforesaid) the availability of the relevant
Facility shall be reduced by an amount corresponding to the amount of such
repayment and the Available Commitment of each Lender in relation to that
Facility shall be cancelled in an amount equal to such Lender’s Proportion of
the amount repaid.  In the event the
proceeds of any repayment applied in accordance with Clauses 12 (Voluntary Prepayment) and 13 (Mandatory Prepayment) exceeds the amount
of Term Facility Outstandings at such time, any such excess shall be applied to
permanently reduce the Available Revolving Facility.  


 


13.                               MANDATORY PREPAYMENT 


 


13.1                        Repayment from Net
Proceeds


 


(a)                                  Equity Issue: The Parent shall
procure that on each date on which the Parent or any of its Subsidiaries (other
than a member of the CEAL Group to which the CEAL Exception Conditions apply)
receives any net cash proceeds from any sale or issuance of Preferred Stock or
common equity of (or cash capital contributions to) the Parent or any of its
Subsidiaries an amount equal to 50 per cent. of the Net Cash Proceeds of the
respective equity issuance or capital contribution shall be applied in
accordance with Clause 13.3 (Application of
Mandatory Prepayments), other than in relation to:


 


(i)                                    the issuances of the Parent Common Stock in accordance with any
employee incentive plan of the Parent and its Subsidiaries (including as a
result of the exercise of any options with respect thereto) in an aggregate
amount not to exceed €30,000,000 in any fiscal year of the Parent;


 


(ii)                                the equity contributions to any Subsidiary of the Parent made by the
Parent or any other Subsidiary of the Parent;


 


(iii)                            the issuance of shares specifically for the Refinancing of the
Senior Subordinated Notes and/or the Parent Preferred Stock; and


 


(iv)                               the issuance of the Parent Common Stock in an aggregate amount not
to exceed €3,000,000 in any fiscal year of the Parent.


 


(b)                                  Asset Sale: The Parent shall
procure that on each date upon which the Parent or any of its Subsidiaries
(other than a member of the CEAL Group to which the CEAL Exception Conditions
apply) receives Net Sale Proceeds from any Asset Sale (including, for the
avoidance of doubt, in relation to any sale, lease or disposal of CEAL or all
or substantially all of the assets of the CEAL Group), an amount equal to 100
per cent. of the Net Sale Proceeds from such Asset Sale shall be applied in


 


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accordance
with Clause 13.3 (Application of Mandatory
Prepayments), provided that (save in respect of any Asset Sale in
relation to any sale, lease or disposal of CEAL or all or substantially all of
the assets of the CEAL Group), so long as no Default or Event of Default then
exists:


 


(i)                                    if the Consolidated Leverage Ratio is greater than 3.75:1.00 on the
date of the respective Asset Sale (before giving effect to any application of
proceeds thereof), up to €15,000,000; or


 


(ii)                                if the Consolidated Leverage Ratio is less than or equal to
3.75:1.00 on the date of the respective Asset Sale (before giving effect to any
application of the proceeds thereof), up to €50,000,000 (it being understood
and agreed that if this sub-paragraph (ii) is applicable on the date of any
Asset Sale but subsequently ceases to apply, the Net Sale Proceeds of Asset
Sales previously made when this sub-paragraph (ii) was applicable shall be
permitted to be utilised as provided in this sub-paragraph (ii) and shall also
be taken into account in determining whether additional Net Cash Proceeds of
Asset Sales may be retained pursuant to sub-paragraph (i)),  


 


of the Net Sale Proceeds of Asset Sales (other than in
relation to any sale, lease or disposal of CEAL or all or substantially all of
the assets of the CEAL Group) effected in accordance with Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets,
etc.) shall not be required to be applied in accordance with Clause
13.3 (Application of Mandatory Prepayments)
on the date of the receipt thereof to the extent that such Net Sale Proceeds
shall be used (A) to effect Permitted Acquisitions, (B) to purchase replacement
equipment and/or (C) make additional Capital Expenditures, in each case in
accordance with the requirements of this Agreement, within 360 days following
such date and if all or any portion of such Net Sale Proceeds not so required
to be applied are not so utilised within 360 days after the date of the receipt
of such Net Sale Proceeds, then such remaining portion shall be applied on the
date falling 360 days after the date of receipt of such Net Sale Proceeds in
accordance with the requirements of this paragraph (b).


 


Concurrently with
each delivery of financial statements pursuant to paragraph (b) (Quarterly Financial Statements) or (c) (Annual Financial Statements) of Clause 23.1 (Information Covenants), the Parent shall also deliver a
certificate setting forth in reasonable detail the calculation of:


 


(1)                                  the dates and amount of Net Sale Proceeds
for each Assets Sale which occurred during the respective fiscal quarter or
year, which Net Sale Proceeds were not applied to repay principal of Term
Facility Outstandings (or to reduce Commitments) pursuant to this paragraph
(b));


 


(2)                                  the amount of Net Sale Proceeds from
Asset Sales previously effected (identifying the date of the respective Asset
Sales) applied during the respective fiscal quarter or year pursuant to this
paragraph (b); and


 


(3)                                  any amount of Net Sale Proceeds in
respect of which the 360 day period referenced above has lapsed during the
respective fiscal quarter or year without the Net Sale Proceeds having been
applied as contemplated by this paragraph (b).


 


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Notwithstanding
anything to the contrary above, in cases where the amount required to be repaid
on any date pursuant to the immediately preceding sentence would be less then
€1,000,000, the Borrower may defer the respective required repayment until the
first date upon which the aggregate amount which would be required to be
applied pursuant to this paragraph (b) would equal or exceed €1,000,000.


 


(c)                                  Indebtedness: The Parent shall
procure that on each date on which the Parent or any of its Subsidiaries (other
than a member of the CEAL Group to which the CEAL Exception Conditions apply)
receives any cash proceeds from any incurrence of Indebtedness (other than
Indebtedness permitted in accordance with Clause 26.4 (Indebtedness) as in effect on the
Effective Date (“Permitted Effective Date Indebtedness”) and Indebtedness
under any Finance Document) for borrowed money, an amount equal to 100 per
cent. of the Net Cash Proceeds of such Indebtedness shall be applied in
accordance with Clause 13.3 (Application of
Mandatory Prepayments).  


 


Notwithstanding
anything to the contrary in this paragraph (c), if at the time of any
incurrence of Indebtedness by the Parent or any of its Subsidiaries (other than
a member of the CEAL Group to which the CEAL Exception Conditions apply) for
borrowed money pursuant to Clause 26.4(c) (Indebtedness)
or after giving effect thereto, the Consolidated Leverage Ratio is (or would
be) greater than 3.75:1.00, the Parent and its Subsidiaries shall apply all
cash proceeds (if any) received from such incurrence of Indebtedness (including
any Permitted Effective Date Indebtedness but excluding Indebtedness under any
Finance Document) for borrowed money pursuant to Clause 26.4(c) (Indebtedness) in accordance with Clause
13.3 (Application of Mandatory Prepayments)
(other than unsecured Indebtedness of Subsidiaries of the Parent (which are not
Subsidiaries of the Borrower) in an aggregate principal not to exceed
€50,000,000, provided that such Indebtedness (i) is incurred by such Subsidiary
of the Parent from local banks to fund ongoing operations of such Subsidiary
and (ii) does not have a final maturity date later than one year from the date
of the incurrence thereof).


 


(d)                                  Insurance
Claims:
The Parent shall procure that within 10 days following each date on which the
Parent or any of its Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) receives any proceeds from any
Recovery Event, an amount equal to 100 per cent. of the proceeds of such
Recovery Event (net of reasonable costs including, without limitation, legal
costs and expenses, and taxes incurred in connection with such Recovery Event)
shall be applied in accordance with Clause 13.3 (Application of Mandatory Prepayments), provided that:


 


(i)                                    any net proceeds from Recovery Events received by the Parent and/or
its Subsidiaries during any fiscal year of the Parent equal to or less than €10,000,000
shall be excluded; and


 


(ii)                                if the net proceeds from Recovery Events received by the Parent and
its Subsidiaries when aggregated with the net proceeds received from any other
Recovery Events during any fiscal year of the Parent are greater than
€10,000,000, then so long as no Default or Event of Default then exists and to
the extent that:


 


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(A)                              the
amount of such proceeds which are in excess of €10,000,000, together with other
cash available to the Parent and permitted to be spent by it on Capital
Expenditures during the relevant period pursuant to Clause 24.1 (Capital Expenditures) (without regard to
Clause 24.1(c)(i) (Capital Expenditures)
in the case of such other cash), equals 100 per cent. of the cost of
replacement or restoration of the properties or assets in respect of which such
proceeds were paid as determined by the Parent in good faith;


 


(B)                                the
Parent has delivered to the Agent a certificate on or prior to the date the
payment would otherwise be required pursuant to this Clause 13.1(d) certifying
its determination as required by sub-paragraph (A); and


 


(C)                                the
Parent has delivered to the Agent such evidence as the Agent may reasonably
request in form, scope and substance reasonably satisfactory to the Agent
establishing that the Parent reasonably expects to have sufficient resources
available to it (including, without limitation, cash, revenues and insurance
proceeds, such that the Parent and its Subsidiaries can reasonably be expected
to satisfy all obligations of the Parent and its Subsidiaries without any
unreasonable delay or extension thereof) for the period from the date of the
event giving rise to the Recovery Event and continuing through the completion
of the replacement or restoration of respective properties or assets, 


 


then the entire amount of the proceeds of
such Recovery Event shall be deposited with the Agent pursuant to a cash
collateral arrangement reasonably satisfactory to the Agent and the Parent
whereby such proceeds shall be disbursed to the Parent or its order from time
to time as needed to pay actual costs incurred by it in connection with the
replacement or restoration of the respective properties or assets (pursuant to
such reasonable certification requirements as may be established by the Agent),
provided  further that at any time while an Event of Default has
occurred and is continuing, the Instructing Group may direct the Agent (in
which case the Agent shall, and is hereby authorised by the Parent and the
Borrower to, follow said directions) to apply any proceeds then on deposit in
such collateral account to the repayment of the Outstandings hereunder in the
same manner as proceeds would be applied pursuant to Clause 6.3 (Application of Proceeds) of the Intercreditor
Deed and provided further, that if any portion of such proceeds is not required
to be applied as required by the Instructing Group and such proceeds are either
(aa) not so used or committed to be so used within one year after the date of
the respective Recovery Event, such proceeds shall be applied on the first
anniversary date of the respective Recovery Event or (bb) if committed to be
used within one year after the date of receipt of such proceeds and not so used
within two years after the date of the respective Recovery Event, such proceeds
shall be applied on the second anniversary date of the respective Recovery
Event, in each case in accordance with the requirements of Clause 13.3 (Application of Mandatory Prepayments).


 


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(e)                                  Permitted
Receivables Transactions: On each date upon which the Parent or any of its
Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception
Conditions apply) receives Permitted Receivables Transaction Proceeds (but
excluding in any event proceeds of subsequent sales of Receivables Facility
Assets pursuant to a Permitted Receivables Transaction after the initial sale
of Receivables Facility Assets has occurred thereunder except to the extent the
respective sale increases the Permitted Receivables Transaction Outstandings to
an amount in excess of the previous highest amount of Permitted Receivables
Transaction Outstandings theretofore in effect), the Borrower shall be required
to apply in accordance with Clause 13.3 (Application
of Mandatory Prepayments):


 


(i)                                    in the event the Consolidated Leverage Ratio is greater than
3.75:1.00, an amount equal to 100 per cent. of such Permitted Receivables
Transaction Proceeds; and


 


(ii)                                in the event the Consolidated Leverage Ratio is less than or equal
to 3.75:1.00, an amount equal to 50 per cent. of such Permitted Receivables
Transaction Proceeds, so long as (A) no Default or Event of Default exists at
the time of receipt by the Parent or any of its Subsidiaries, as the case may
be, of the respective Permitted Receivables Transaction Proceeds and (B) the
aggregate amounts that would be retained after any application in accordance
with this sub-paragraph (ii) does not exceed €150,000,000.


 


Notwithstanding
anything to the contrary contained in this paragraph (e), in cases where the
amount required to be repaid on any date would be less then €1,000,000, the
Borrower may defer the respective required repayment until the first date upon
which the aggregate amount which would (but for this sentence) be required to
be applied pursuant to this paragraph (e) (giving effect to the receipt of
proceeds on such date, together with any such proceeds received prior to such
date which have not yet been applied pursuant to this paragraph (e) and any
receipts thereafter) would equal or exceed €1,000,000.


 


13.2                        Repayment from Excess
Cash Flow


 


The Parent shall
procure that on each Excess Cash Flow Payment Date, an amount equal to the
Applicable Excess Cash Flow Percentage of Excess Cash Flow (other than any
amounts from Excess Cash Flow previously applied in accordance with Clause 12.3
(Application of Voluntary Prepayments))
for the relevant Excess Cash Flow Payment Period shall be applied in accordance
with Clause 13.3 (Application of Mandatory Prepayments).


 


13.3                        Application of
Mandatory Prepayments


 


(a)                                  Order of
Application 


 


Each amount
referred to in Clause 13.1 (Repayment from Net
Proceeds) or Clause 13.2 (Repayment from Excess Cash
Flow) shall, subject to the provisions of paragraph (b) of Clause
13.3 (Bond Offerings) and to the
provisions of paragraph (c) (Waivable Mandatory
Repayment) of this Clause 13.3, be applied:


 


(i)                                    first, to the prepayment of A Facility Advances, B1 Facility
Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and
any


 


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Incremental Term Facility Advances pro rata
to the respective Term Facility Outstandings; in relation to each Facility such
prepayment shall be applied either:


 


(A)                                              against all remaining Scheduled
Repayments of such Facility pro rata to the respective amounts of such
Scheduled Repayments; or


 


(B)                                                if the Borrower so elects, in the
following order:


 


(I)                                    first, to the prepayment, in direct order
of maturity of Scheduled Repayments for such Facility which will be due within
15 months after the date of mandatory prepayment; and


 


(II)                                thereafter, to the prepayment of all
remaining Scheduled Repayments of such Facility pro rata to the respective
amounts of such Scheduled Repayments; and


 


(ii)                                second, to repay Revolving Facility Outstandings with a
corresponding permanent reduction in Revolving Facility Commitments.


 


(b)                                  Bond Offerings: Notwithstanding the
provisions of paragraphs (a) above, the first €70,000,000 of Net Cash Proceeds
referred to in paragraph (c) (Indebtedness)
of Clause 13.1 (Repayment from Net Proceeds)
received from any incurrence of Indebtedness relating to any issuance of bonds
by the Parent or any of its Subsidiaries at any time during the period ending
on the date falling 6 months after the Effective Date shall, subject to the
provisions of paragraph (c) of this Clause 13.3, be applied:


 


(i)                                    first, to the prepayment of B1 Facility Advances, B2 Facility
Advances, C1 Facility Advances and C2 Facility Advances, pro rata to the
respective B Facility Outstandings and C Facility Outstandings and against all
remaining Scheduled Repayments of each such Facility pro rata to the respective
amounts of such Scheduled Repayments; and


 


(ii)                                second, to the prepayment of A Facility Advances, B1 Facility
Advances, B2 Facility Advances, C1 Facility Advances and C2 Facility Advances,
pro rata to the respective Term Facility Outstandings; in relation to each
Facility such prepayment shall be applied against all remaining Scheduled
Repayments of such Facility pro rata to the respective amounts of such
Scheduled Repayments.


 


(c)                                  Waivable
Mandatory Repayment:  In relation to any
repayment made pursuant to Clause 13.1
(Repayment from Net Proceeds) or
Clause 13.2 (Repayment from Excess Cash Flow)
which is required to be applied to C Facility Advances, if on or prior to the
date of such repayment pursuant to this Clause 13, the Borrower has given the
Agent written notification that it has elected to give each Lender with C
Facility Outstandings the right to waive such Lender’s rights to receive such
repayment (the “Waivable Mandatory Repayment”) the Agent shall notify such
Lenders of such receipt and the amount of the repayments to be applied to each
such Lender’s Proportion of C Facility Outstandings, provided that in no event
shall the aggregate amount of any Waivable Mandatory Repayment exceed the sum
of (x) the aggregate


 


96





















 


principal
amount of Term Facility Outstandings (excluding C Facility Outstandings) after
giving effect to any applications of payments (other than any reallocation of
the respective Waivable Mandatory Repayment pursuant to this paragraph (c)) to
such other Term Facility Outstandings as a result of the repayments then being
made pursuant to this Clause 13 and (y) the Available Revolving Facility
as same will be in effect after giving effect to any reductions thereto (other
than as a result of any reallocation of the respective Waivable Mandatory
Repayment pursuant to this Clause 13) concurrently being made.  


 


Waiver
Mechanics:  In the event any such Lender with C Facility
Outstandings desires to waive such Lender’s right to receive any such Waivable
Mandatory Repayment in whole or in part, such Lender shall so advise the Agent
no later than 5:00 p.m. five Business Days after the date of such notice from
the Agent which notice shall also include the amount the Lender desires to
receive with respect to its C Facility Outstandings.  If the Lender does not reply to the Agent
within such five Business Day period, it will be deemed acceptance of the total
payment.  If the Lender does not specify
an amount it wishes to receive, it will be deemed acceptance of 100 per cent.
of the total payment.  In the event that
any such Lender waives such Lender’s rights to any such Waivable Mandatory
Repayment, the Agent shall apply 100 per cent. of the amount so waived by such
Lenders to (x) repay the Term Facility Outstandings (excluding the C Facility
Outstandings) in accordance with paragraph (a) above and (y) to the extent in
excess of the amount to be applied pursuant to preceding clause (x), to reduce
the Available Revolving Facility on a pro rata basis
based on the relative amounts of the Available Revolving Facility and the
Revolving Facility Outstandings (in each case as in effect before giving effect
to such reduction).


 


Cash Collateral:  If the Borrower elects to give the notice
described above in this paragraph (c) with respect to any such repayment, the
amount of the respective Waivable Mandatory Repayment shall be deposited with
the Agent on the date such repayment is otherwise made pursuant to paragraph
(a) above (and held by the Agent as cash collateral for the C Facility
Outstandings and, but only to the extent Lenders with C Facility Outstandings
waive their right to receive their share of the Waivable Mandatory Repayment,
for the benefit of all Lenders in a cash collateral account which shall permit
the investment thereof in Cash Equivalents reasonably satisfactory to the Agent
until the proceeds are applied to the applicable Outstandings) and the
respective repayment shall not be required to be made until the seventh
Business Day occurring after the date the respective repayment would otherwise
have been required to be made.


 


Partial Waiver of Repayment:  Notwithstanding anything to the contrary
contained above, if one or more Lenders holding C Facility Outstandings waives
its right to receive all or any part of any Waivable Mandatory Repayment, but
less than all the Lenders holding the respective C Facility Outstandings waive
in full their right to receive 100 per cent. of the total payment otherwise
required with respect to the respective C Facility Outstandings, then of the
amount actually applied to the repayment of the respective C Facility
Outstandings of Lenders which have waived in part, but not in full, their right
to receive 100 per cent. of such repayment, such amount shall be applied to
each C Facility Advance of the respective C Facility Outstandings, on a pro rata basis (so that each Lender holding C Facility
Outstandings shall, after giving effect to the application of the respective
repayment,


 


97





















 


maintain the same percentage (as determined for such
Lender, but not the same percentage as the other Lenders hold and not the same
percentage held by such Lender prior to repayment) of each C Facility Advance
which remains outstanding after giving effect to such application).  For the avoidance of doubt any amount to be applied in accordance
with this paragraph shall only apply to such portion (if any) of the C Facility
Outstandings which such C Facility Lender has not waived.


 


(d)                                  Revolving
Facility:  Any repayment of any Revolving Facility
Outstandings under this Agreement shall be applied first against Revolving
Facility Advances and when all Revolving Facility Advances have been repaid in
full, to provide cash collateral in respect of any Outstanding L/C Amounts.


 


14.                               INTEREST ON REVOLVING AND SWINGLINE FACILITY
ADVANCES


 


14.1                        Interest Payment Date
for Revolving Facility Advances


 


On each Repayment
Date (and, if the Term of any Revolving Facility Advance exceeds 3 months, on
the expiry of each period of 3 months during such Term) the Borrower shall pay
accrued interest on each Revolving Facility Advance made to it.


 


14.2                        Interest Rate for
Revolving Facility Advances


 


The rate of
interest applicable to each Revolving Facility Advance during its Term shall be
the rate per annum which is the sum of the Applicable Margin for the Revolving
Facility, the Associated Costs Rate for such Advance at such time and EURIBOR
or, in relation to any Revolving Facility Advance denominated in an Optional
Currency, LIBOR, for the relevant Term.


 


14.3                        Interest Rate for
Swingline Facility Advances


 


The rate of
interest applicable to each Swingline Facility Advance during its Term shall be
the rate per annum which is the sum of the Associated Costs Rate for such
Advance at such time and: 


 


(a)                                  in relation to a
Dollar Swingline Facility Advance, the sum of the Applicable Margin for Dollar
Swingline Facility Advances and the higher of (i) the Prime Lending Rate at
such time and (ii) the sum of 0.50 per cent. and the Federal Funds Rate at such
time; and 


 


(b)                                  in relation to a Euro
Swingline Facility Advance, the sum of the Applicable Margin for Euro Swingline
Facility Advances and EURIBOR at such time, 


 


for the relevant Term.


 


14.4                        Applicable Margin
Ratchet for Revolving Facility Advances after Event of Default


 


Upon the occurrence
of any Event of Default, the Applicable Margin for the Revolving Facility and the
Swingline Facility shall revert to the Revolving Facility Margin so long as
such Event of Default is continuing.


 


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15.                               INTEREST ON TERM FACILITY ADVANCES


 


15.1                        Interest Periods for
Term Facility Advances


 


The period for
which a Term Facility Advance is outstanding shall be divided into successive
periods (each an “Interest Period”) each of which
(other than the first) shall start on the last day of the preceding such period
and any Interest Period which begins during or at the same time as any other
Interest Period in respect of a Term Facility Advance made under the same Term
Facility shall end at the same time as that other Interest Period.


 


15.2                        Duration


 


The duration of
each Interest Period shall, save as otherwise provided in this Agreement, be 1,
2, 3 or 6 months, in each case as the Authorised Representative of the Borrower
may by not less than three Business Days’ prior notice to the Agent select or
such other period as the Lenders may agree, provided that:


 


(a)                                  if the Borrower (or
the Parent) fails to give such notice of selection in relation to an Interest
Period, the duration of that Interest Period shall, subject to the other
provisions of this Clause 15, be 1 month;


 


(b)                                  prior to the
Syndication Date, unless the Agent otherwise specifies, the duration of each
Interest Period shall be 1 month (or, if less, such duration necessary to
ensure that such Interest Period ends on the Syndication Date); and


 


(c)                                  any Interest Period
that would otherwise end during the month preceding or extend beyond a
Repayment Date relating to the relevant Term Facility Outstandings shall be of
such duration that it shall end on that Repayment Date if necessary to ensure
that there are Advances under the relevant Facility with Interest Periods
ending on the relevant Repayment Date in a sufficient aggregate amount to make
the repayment due on that Repayment Date.


 


15.3                        Division of Term
Facility Advances


 


Subject to the requirements of Clause 15.2 (Duration) the Borrower may, by not less than 5 Business Days’
prior notice to the Agent, direct that any Term Facility Advance borrowed by it
shall, at the beginning of the next Interest Period relating to it, be divided
into (and thereafter, save as otherwise provided in this Agreement, be treated
in all respects as) two or more Advances in such amounts (equal in aggregate to
the Euro Amount of the Term Facility Advance being so divided) as shall be
specified by the Borrower in such notice provided that the Borrower shall not
be entitled to make such a direction if any Term Facility Advance thereby
coming into existence would have a Euro Amount of less than €1,000,000.


 


15.4                        Payment of Interest
for Term Facility Advances


 


On the last day of
each Interest Period (or if such day is not a Business Day, on the immediately
succeeding Business Day in the then current calendar month (if there is one) or
the preceding Business Day (if there is not)), and if the relevant Interest
Period exceeds 3 months, on the expiry of each 3 month period during that
Interest Period, the Borrower shall pay accrued interest on the Term Facility
Advance to which such Interest Period relates.


 


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15.5                        Interest Rate for
Term Facility Advances


 


The rate of interest
applicable to a Term Facility Advance at any time during an Interest Period
relating to it shall be the rate per annum which is the sum of the Applicable
Margin for the relevant Term Facilities, the Associated Costs Rate for such
Advance at such time and EURIBOR or, in relation to any Term Facility Advance
then denominated in an Optional Currency, LIBOR, for such Interest Period.


 


15.6                        Applicable Margin
Ratchet for Term Facility Advances after Event of Default


 


Upon the occurrence of any Event of Default, the
Applicable Margin with respect to the A Facility shall revert to the A Facility
Margin so long as the Event of Default is continuing.


 


16.                               MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES


 


16.1                        Market Disruption


 


If, in relation to
any Interest Period or Term:


 


(a)                                  the Relevant
Interbank Rate is to be determined by reference to the Reference Banks or
Federal Funds brokers, as the case may be, and, at or about 11.00 a.m. on the
Quotation Date for such Interest Period or Term, none or only one of the Reference
Banks or Federal Funds brokers, as the case may be, supplies a rate for the
purpose of determining the Relevant Interbank Rate for the relevant period; or


 


(b)                                  before the close of
business in London on the Quotation Date for such Interest Period or Term (or
in relation to a Swingline Advance, before 1:00 p.m. on any day), the Agent has
been notified by a Lender or each of a group of Lenders to whom in aggregate 35
per cent. or more of the relevant Advance is owed (or, in the case of an
undrawn Advance, if made, would be owed) that the cost to it of obtaining
matching deposits for the relevant Advance in the Relevant Interbank Market
would be in excess of the Relevant Interbank Rate,


 


then the Agent
shall notify the Parent and the Lenders of such event and, notwithstanding
anything to the contrary in this Agreement, Clause 16.2 (Substitute
Interest Period and Interest Rate) shall apply (if the relevant
Advance is a Term Facility Advance which is already outstanding or a Rollover
Advance).  If either paragraph (a) or (b)
applies to a proposed Advance other than a Rollover Advance, such Advance shall
not be made.


 


16.2                        Substitute Interest
Period and Interest Rate


 


(a)                                  If paragraph (a) of
Clause 16.1 (Market Disruption) applies (i) to
an Advance (other than a Swingline Advance), the duration of the relevant
Interest Period or Term shall be 1 month, (ii) to a Swingline Advance, the
duration of the relevant Term shall be 5 Business Days or (iii) in each case,
if less, such that it shall end on the next succeeding Repayment Date.


 


(b)                                  If either paragraph
of Clause 16.1 (Market Disruption) applies to an
Advance, the rate of interest applicable to each Lender’s portion of such
Advance during the relevant Interest Period or Term shall (subject to any
agreement reached pursuant to Clause 16.3 (Alternative Rate))
be the rate per annum which is the sum of:


 


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(i)                                    the Applicable Margin;


 


(ii)                                the rate per annum notified to the Agent by such Lender before the
last day of such Interest Period or Term to be that which expresses as a
percentage rate per annum the cost to such Lender of funding from whatever
sources it may select its portion of such Advance during such Interest Period
or Term; and


 


(iii)                            the Associated Costs Rate, if any, applicable to such Lender’s
participation in the relevant Advance.


 


16.3                        Alternative Rate


 


If:


 


(a)                                  Clause 16.1 (Market Disruption) applies; or


 


(b)                                  by reason of
circumstances affecting the Relevant Interbank Market during any period of 3
consecutive Business Days, the Relevant Interbank Rate (as appropriate) is not
available to prime banks in the Relevant Interbank Market,


 


then, if the Agent
or the Parent so requires, the Agent and the Parent shall enter into
negotiations with a view to agreeing an alternative basis within one month:


 


(i)                                    for determining the rate of interest from time to time applicable to
Advances; and/or


 


(ii)                                upon which the Advances may be maintained (whether in euro or some
other currency) thereafter,


 


and any such alternative
basis that is agreed shall take effect in accordance with its terms and be
binding on each party to this Agreement, provided that the Agent may not agree
any such alternative basis without the prior consent of each Lender.


 


17.                               COMMISSIONS AND FEES


 


17.1                        Commitment Fees


 


The Borrower shall
pay to the Agent for the account of each Arranger (with respect to the period
from the date of the Commitment Letter) and each Lender (with respect to the
period from the Effective Date), a commitment commission on the aggregate
amount of such Lender’s Available Commitment (if any) in respect of each
Facility, from day to day during the period beginning on the date of the
Commitment Letter and ending on the relevant Termination Date, such commitment
commission to be calculated at the applicable percentage rate per annum set out
below and payable on the Initial Borrowing Date and thereafter in arrear on the
last day of each successive period of 3 months which ends during such period
and on the Termination Date for the relevant Facility.


 




	
  Facility

  	
   

  	
  Percentage Rate

  
	
   

  	
   

  	
   

  
	
  Revolving

  	
   

  	
  0.75 per cent.

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  0.50 per cent.

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  0.50 per cent.

  
	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  0.50 per cent.

  






 


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For the purposes of this Clause 17.1, Available
Commitment shall include the commitment of the Arrangers under the Commitment
Letter (it being agreed that the undrawn and uncancelled commitment under the
Commitment Letter is for an amount not exceeding €730,000,000).


 


17.2                        Underwriting Fee


 


The Borrower shall
pay to the Arrangers the fees specified in the letter dated on or about the date of the Commitment Letter from the
Arrangers to the Parent and the Borrower at the times and in the amounts
specified in such letter.


 


17.3                        Agency Fee


 


The Borrower shall
pay to the Agent for its own account the fees specified in the letter dated on or about the date of the Commitment
Letter from the Agent to the Parent and the Borrower at the times and in
the amounts specified in such letter.


 


17.4                        Incremental Facility
Fee


 


The Borrower shall
pay to the relevant Incremental Revolving Facility Lender or Incremental Term
Facility Lender, as the case may be, for its own account the fees agreed
between the Borrower and the relevant Lender at the times and in the amount
specified in the relevant Incremental Facility Commitment Agreement.


 


17.5                        Documentary Credit
Fee


 


The Borrower shall,
in respect of each Documentary Credit, pay to the Agent for the account of each
Indemnifying Lender (for distribution in proportion to each Indemnifying Lender’s
L/C Proportion of such Documentary Credit) a documentary credit fee (a) at any
time prior to the occurrence of a Sharing Event, in the currency in which the
relevant Documentary Credit is denominated and (b) at any time on or after the
occurrence of a Sharing Event, in euros, at a rate 0.25 per cent. per annum
applied on the Outstanding L/C Amount in relation to such Documentary Credit.  Such documentary credit fee shall be paid in
arrear on the last Business Day of each March, June, September and December
which begins during the Term of the relevant Documentary Credit and on the
relevant Expiry Date.  Accrued
Documentary Credit fees shall also be payable on the cancelled amount of any
Revolving Facility Commitment at the time such cancellation is effective, if
the Revolving Facility Commitment is cancelled in full and a Documentary Credit
is repaid in full.


 


17.6                        L/C Bank Fee


 


The Borrower shall
pay to the L/C Bank a fronting fee (a) at any time prior to the occurrence of a
Sharing Event, in the currency in which the relevant Documentary Credit is
denominated and (b) at any time on or after the occurrence of a Sharing Event,
in euros, at a rate 0.25 per cent. per annum applied on the Outstanding L/C
Amount in relation to such Documentary Credit provided that in no event shall
such fronting fee be less than €500 (or its equivalent).  Such fronting fee shall be paid in arrear on
the last Business Day of each March, June,


 


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September and
December which begins during the Term of the relevant Documentary Credit and on
the relevant Expiry Date.  Accrued
fronting fees shall also be payable on the cancelled amount of any Revolving
Facility Commitment at the time such cancellation is effective, if the
Revolving Facility Commitment is cancelled in full and a Documentary Credit is
repaid in full.


 


18.                               TAXES


 


18.1                        Tax Gross-up


 


(a)                                  Except as provided in
paragraph (c) below, each payment made by an Obligor under a Finance Document
shall be made by it without reduction for any Tax Deduction.  In the event of a Tax Deduction, the amount
of the payment due shall, unless paragraph (c) below applies, be increased to
an amount so that, after the required Tax Deduction is made, the payee receives
an amount equal to the amount it would have received had no Tax Deduction been
required.


 


(b)                                  If a Tax Deduction is
required by Law to be made by the Agent or the Security Trustee from any
payment to any Finance Party which represents an amount or amounts received
from an Obligor, that Obligor shall, unless paragraph (c) below applies, pay
directly to that Finance Party an amount which, after making the required Tax
Deduction enables the payee of that amount to receive an amount equal to the
payment which it would have received if no Tax Deduction had been required.


 


(c)                                  An Obligor is not
required to make a Tax Payment to a Lender under paragraphs (a) or (b) above
for a Tax Deduction in respect of any payment to that Lender under the Finance
Documents where that Lender has not provided forms required to be provided
under paragraph (e) or (f) hereof with respect to that payment.


 


(d)                                  An Obligor shall
timely deposit any Tax Deduction it makes to the relevant taxing
authority.  Within 45 days, the Obligor
making that Tax Deduction shall deliver to the Agent for the Finance Party
entitled to the payment to which such Tax Deduction or payment relates a
certification of receipt of payment by the relevant taxing authority or other
evidence which is reasonably satisfactory to that Finance Party that the Tax
Deduction or other payment has been made to the relevant tax authority.


 


(e)                                  Each Lender (other
than a U.S. Lender) shall deliver to the Borrower and the Parent on or before
the Initial Borrowing Date (if sooner, the date of the first payment, to such
Lender under any of the Finance Documents) two accurate and complete original
signed copies of:


 


(i)                                    a duly completed United States of America Internal Revenue Service
Form W-8BEN (or such Form as may replace it) relating to exemption from
withholding in respect of payments made by the Borrower to that Lender under
the Finance Documents:


 


(A)                              claiming
that Lender’s entitlement to the United States federal “portfolio interest
exemption” in relation to payment of interest on participations in Advances to
the Borrower; or


 


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(B)                                certifying
that that Lender is entitled to a complete exemption from the United States
taxation under a Double Taxation Treaty; or


 


(ii)                                a duly completed United States of America Internal Revenue Service
Form W-8ECI (or such Form as may replace it) certifying that the payments made
by the Borrower to that Lender under the Finance Documents are effectively
connected with the conduct by that Lender of a trade or business within the
United States of America.


 


(f)                                    Each Lender agrees
that when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver
to the Borrower and the Parent two new accurate and complete original signed
copies of the relevant Internal Revenue Service Form referred to above or any
alternative certification specified above and such other forms as may be
required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under the Finance Documents, or it shall immediately notify
the Borrower and the Agent of its inability to deliver any such Form or
certification, in which case such Lender shall not be required to provide forms
described in this paragraph (f).


 


18.2                        Tax Indemnity


 


The Obligors agree jointly and severally to indemnify
and hold harmless each Lender in respect of any taxes that are described in the
definition of “Tax Deduction” and taxes imposed on or measured by the net
income or net profits of such Lender in respect of the amounts paid pursuant to
paragraphs (a) and (b) of Clause 18.1 (Tax
Gross-Up) and this Clause 18.2.


 


18.3                        Tax Credit


 


(a)                                  If an Obligor makes a
Tax Payment and the relevant Finance Party determines that:


 


(i)                                    a Tax Credit is attributable to that Tax Payment; and


 


(ii)                                that Finance Party has obtained, utilised and retained that Tax
Credit,


 


the Finance Party shall (subject to paragraph (b)
below and to the extent that such Finance Party can do so without prejudicing
the availability and/or the amount of the Tax Credit and the right of that
Finance Party to obtain any other benefit, relief or allowance which may be
available to it) pay to the Obligor such amount which that Finance Party
determines will leave it (after that payment) in the same after-tax position as
it would have been in had the Tax Payment not been made by the Obligor.


 


(b)                                  (i)                                    Each Finance Party
shall have an absolute discretion, consistent with the policies of such Finance
Party, as to the time at which and the order and manner in which it realises or
utilises any Tax Credits and shall not be obliged to arrange its business or
its tax affairs in any particular way in order to be eligible for any credit or
refund or similar benefit.


 


(ii)                                No
Finance Party shall be obliged to disclose to any other person any information
regarding its business, tax affairs or tax computations (including its tax
returns).


 


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(iii)                            If a
Finance Party has made a payment to an Obligor pursuant to this Clause 18.3 on
account of a Tax Credit and such Tax Credit is subsequently reduced or
disallowed that Obligor shall, on demand, pay to that Finance Party the amount
which that Finance Party determines will put it (after that payment is
received) in the same after-tax position as it would have been in had no such
payment been made to that Obligor.


 


(c)                                  No Finance Party
shall be obliged to make any payment under this Clause 18.3 if, by doing so, it
would contravene the terms of any applicable Law or any notice, direction or
requirement of any governmental or regulatory authority (whether or not having
the force of law).


 


19.                               INCREASED COSTS


 


19.1                        Increased Costs


 


Subject to Clause
19.3 (Exceptions), the Parent shall within 5
Business Days of a written demand by the Agent, pay for the account of a
Finance Party the amount of any Increased Cost incurred by that Finance Party
or any of its Affiliates as a result (direct or indirect) of:


 


(a)                                  the introduction or
implementation of or any change in (or in the interpretation, administration or
application of) any Law of any central bank, including the European Central
Bank, the Financial Services Authority or any other fiscal, monetary,
regulatory or other authority;


 


(b)                                  compliance with any
Law made after the date of this Agreement; or


 


(c)                                  the implementation of
economic or monetary union by any Member State which is not already a
Participating Member State.


 


19.2                        Increased Costs
Claims


 


(a)                                  A Finance Party
intending to make a claim pursuant to Clause 19.1 (Increased
Costs) shall notify the Agent of the event giving rise to the claim,
following which the Agent shall promptly notify the Parent.


 


(b)                                  Each Finance Party
shall, as soon as practicable after a demand by the Agent, provide a
certificate confirming the amount of its Increased Costs although failure to
give such certificate shall not release or diminish the Borrower’s obligations
to pay the Increased Costs.


 


19.3                        Exceptions


 


Clause 19.1 (Increased Costs) does not apply to the
extent any Increased Cost is:


 


(a)                                  attributable to a Tax
Deduction to the extent a payment is required to be made by Obligor under
Clause 18 (Taxes) or other tax
imposed on a Lender that the Lender is not otherwise entitled to have
reimbursed under this Agreement or any of the other Finance Documents;


 


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(b)                                  compensated for by
Clause 18.2 (Tax Indemnity) (or would have
been compensated for by Clause 18.2 (Tax Indemnity) but was not so compensated solely
because Clause 18.2 (Tax Indemnity)
applied);


 


(c)                                  compensated for by
the payment of the Associated Costs Rate; or


 


(d)                                  attributable to the
wilful breach by the relevant Finance Party or any of its Affiliates of any Law
or regulation.


 


20.                               ILLEGALITY


 


If it becomes
unlawful in any relevant jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its
participation in any Advance or to issue a Documentary Credit:


 


(a)                                  that Lender shall
promptly notify the Agent upon becoming aware of that event;


 


(b)                                  upon the Agent
notifying the Parent, the Available Commitments of that Lender will immediately
be cancelled and its Commitments reduced to zero and such Lender shall not
thereafter be obliged to participate in any Advance or issue or guarantee any
Documentary Credit; and


 


(c)                                  the Borrower shall
repay that Lender’s participation in the Advances made to the Borrower on the
last day of the current Interest Period or Term for each Advance occurring
after the Agent has notified the Parent or, if earlier, the date specified by
the Lender in the notice delivered to the Agent (being no earlier than the last
day of any applicable grace period permitted by Law) and, if applicable, shall
promptly reduce that Lender’s L/C Proportion of the Outstanding L/C Amount in
respect of any outstanding Documentary Credit issued by it to zero, together
with accrued interest and all other amounts owing to that Lender under the
Finance Documents.


 


21.                               REPLACEMENT AND MITIGATION


 


21.1                        Replacement of
Lenders


 


If any Lender:


 


(a)                                  refuses to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Instructing Group as (and to the
extent) provided in Clause 45.7 (Replacement
of non-Instructing Group Lender); or 


 


(b)                                  is owed any amounts
under any of Clauses 18 (Taxes),
19.1 (Increased Costs) or 20 (Illegality) in a material amount in excess
of those being generally charged by the other Lenders,


 


the Borrower shall
have the right, in accordance with the requirements of Clause 39.3 (Assignments or Transfers by Lenders), to
replace such Lender (the “Replaced Lender”)
with one or more Eligible Institution or Eligible Institutions (collectively,
the “Replacement Lender”), each of
whom shall be reasonably acceptable to the Agent or, in the case of a
replacement as provided in Clause 45.7 (Replacement
of non-Instructing Group Lender) where the consent of the respective
Lender is required with respect to less than all its


 


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Outstandings
or Commitments, at the option of the Borrower, to replace only the Commitments
and/or Outstandings of such Lender in respect of each Facility where the
consent of such Lender would otherwise be individually required, with identical
Commitments and/or Outstandings of the respective Facility provided by the Replacement
Lender, provided that:


 


(i)                                    at the
time of any replacement pursuant to this Clause 21.1, the Replacement Lender
and the Replaced Lender shall enter into one or more Transfer Certificate(s)
pursuant to Clause 39.5 (Transfer
Certificate) (and with all fees payable pursuant to Clause 39.5 (Transfer Certificate) to be paid by the
Replacement Lender) pursuant to which the Replacement Lender shall acquire all
the Commitments and all Outstandings (or, in the case of the replacement of
less than all Commitments and Outstandings of the respective Replaced Lender,
all the Commitments and all Outstandings relating to the Facility with respect
to which such Lender is being replaced) of, and all participations in all then
Outstanding L/C Amounts where the respective Lender is being replaced by, the
Replacement Lender and, in connection therewith, shall pay to (x) the Replaced
Lender in respect thereof an amount equal to the sum (in the relevant currency
or currencies) of (A) an amount equal to the principal of, and all accrued
interest on, all then Outstandings of the respective Replaced Lender under each
Facility with respect to which such Replaced Lender is being replaced, (B) all
unpaid amounts (the “Unpaid L/Cs”)
under Clause 5.5(b) (Claims under a Documentary
Credit) with respect to which the respective Replaced Lender is
being replaced, in each case that have been funded by (and not reimbursed to)
such Replaced Lender at such time, together with all then unpaid interest with
respect thereto at such time and (C) an amount equal to all accrued, but
theretofore unpaid, fees owing to the Replaced Lender (but only with respect to
the relevant Facility or Facilities, in the case of the replacement of less
than all Outstandings then held by the respective Replaced Lender) pursuant to
Clause 17 (Commissions and Fees)
and (y) in the case of the replacement of any Revolving Facility Commitment,
the respective L/C Bank amounts equal to such Replaced Lender’s Proportion of
any Unpaid L/Cs evidenced by such Commitments (which at such time remain Unpaid
L/Cs) with respect to Documentary Credits issued by such L/C Bank to the extent
such amount was not theretofore funded by such Replaced Lender, without
duplication; and


 


(ii)                                all
obligations of the Borrower owing to the Replaced Lender in respect of each
Facility where such Replaced Lender is being replaced (other than those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid) shall be paid in full
to such Replaced Lender concurrently with such replacement.


 


Upon the execution
of the respective Transfer Certificate(s), the payment of amounts referred to
in sub-paragraphs (i) and (ii) above and recordation of the transfer by the
Agent, (x) the Replacement Lender shall become a Lender hereunder and, unless
the respective Replaced Lender continues to have Term Facility Outstandings or
any Commitment hereunder, the Replaced Lender shall cease to constitute a
Lender hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Clauses 18 (Taxes), 19.1 (Increased Costs), 33 (Borrower’s
Indemnities), 37 (Sharing Among
the Finance Parties) and 40 (Costs
and Expenses)), which shall survive as to such Replaced Lender and
(y) in the case of the replacement of any Revolving Facility Commitment
pursuant to this Clause 21.1, the respective Proportions of the Lenders
relating to the


 


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Revolving
Facility shall be automatically adjusted at such time to give effect to such
replacement.  


 


21.2                        Mitigation


 


Each Finance Party
shall, if requested by and in consultation with the Parent, take all reasonable
steps to mitigate any circumstances which arise and which would result in any
amount becoming payable under, or pursuant to, or cancelled pursuant to, any of
Clause 18 (Taxes), Clause 19 (Increased Costs) or Clause 20 (Illegality) including (but not limited to)
transferring its rights and obligations under the Finance Documents to another
Affiliate or Facility Office.


 


21.3                        Limitation of
Liability


 


(a)                                  The Borrower shall
indemnify each Finance Party for all costs and expenses reasonably incurred by
that Finance Party as a result of steps taken by it under Clauses 21.1 (Replacement of Lenders) and 21.2 (Mitigation).


 


(b)                                  A Finance Party is
not obliged to take any steps under Clauses 21.1 (Replacement of Lenders) and 21.2 (Mitigation) if, in the opinion of that Finance Party (acting
reasonably), to do so might in any way be prejudicial to it.


 


22.                               REPRESENTATIONS AND WARRANTIES


 


Each Obligor (in
the case of the Parent, both in respect of itself and each member of the Group
and in the case of the other Obligors in respect of itself) makes the
representations and warranties set out in this Clause 22 to each Finance Party
on the date of this Agreement.


 


22.1                        Due Organisation


 


(a)                                  It is a corporation
duly incorporated under the laws of its jurisdiction of incorporation with
power to enter into those of the Finance Documents to which it is party and to
exercise its rights and perform its obligations under them and all corporate
and other action required to authorise its execution of those of the Finance
Documents to which it is party and its performance of its obligations under them
has been duly taken.


 


(b)                                  It is duly qualified
and is authorised to do business and, in jurisdictions having a concept of good
standing, is in good standing in each jurisdiction where the ownership, leasing
or operation of its property or the conduct of its business requires such
qualifications.


 


22.2                        No Deduction


 


Under the laws of its place of incorporation or, if
different, residence in force at the date of this Agreement, it will not be
required to make any deduction for or withholding on account of tax from any
payment it may make under any of the Finance Documents to which it is party to
any party that is a Finance Party on the date of this Agreement.


 


22.3                        Claims Pari Passu


 


Under the laws of its jurisdiction of incorporation,
and, if different, England and Wales, in force at the date of this Agreement,
the claims of the Finance Parties against it under the


 


108





















 


Finance Documents to which it is party rank and will
rank at least pari passu with the claims of all
its unsecured creditors save those whose claims are preferred by any
bankruptcy, insolvency, liquidation or similar laws of general application.


 


22.4                        No Immunity


 


In any legal proceedings taken in its jurisdiction of
incorporation and, if different, England and Wales in relation to any of the
Finance Documents to which it is party it will not be entitled to claim for
itself or any of its assets immunity from suit, execution, attachment or other
legal process.


 


22.5                        Governing Law and
Judgments


 


In any legal proceedings taken in its jurisdiction of
incorporation in relation to any of the Finance Documents to which it is party,
the choice of law expressed in such documents to be the governing law of it and
any judgment obtained in such jurisdiction will be recognised and enforced.


 


22.6                        All Actions Taken


 


All acts, conditions and things required to be done,
fulfilled and performed by it in order:


 


(a)                                  to ensure that the
obligations expressed to be assumed by it in the Finance Documents to which it
is party are legal, valid and binding; and


 


(b)                                  to make the Finance
Documents to which it is party admissible in evidence in its jurisdiction of
incorporation and, if different, England and Wales,


 


have been done, fulfilled and performed.


 


22.7                        No Filing or Stamp
Taxes


 


Under the laws of its place of incorporation and, if
different, England and Wales, in force at the date of this Agreement, it is not
necessary that any of the Finance Documents to which it is party be filed,
recorded or enrolled with any court or other authority in such jurisdiction or
that any stamp, registration or similar tax be paid on or in relation to any of
them other than those filings which are necessary to perfect the Security
created pursuant to the Security Documents and save as stated in the
reservations and qualifications expressed in the Legal Opinions.


 


22.8                        Binding Obligations


 


The obligations expressed to be assumed by it in the
Finance Documents to which it is party, are legal, valid and binding and
enforceable against it in accordance with the terms thereof and no limit on its
powers will be exceeded as a result of the borrowings, grant of security or
giving of guarantees contemplated by such Finance Documents or the performance
by it of any of its obligations thereunder.


 


22.9                        No Winding-up


 


No member of the Group has taken any corporate action
nor have any other steps been taken or legal proceedings been started or (to
the best of its knowledge and belief) threatened


 


109





















 


against any
member of the Group, for its winding-up, dissolution, administration or for the
appointment of a receiver, administrator, administrative receiver, conservator,
custodian, trustee or similar officer of it or of any or all of its assets or
revenues save for any solvent winding-up or reorganisation.


 


22.10                 No Default


 


(a)                                  No Default is
continuing or might reasonably be expected to result from the making of any
Advance or the issuing of any Documentary Credit.


 


(b)                                  No other event or
circumstance is outstanding or has occurred which constitutes or would (with
the passage of time, the giving of notice, the making of any determination or
any combination of the foregoing) constitute a default under any agreement or
instrument which is binding on it or any of its Subsidiaries or to which its
(or its Subsidiaries’) assets are subject which is reasonably likely to have a
Material Adverse Effect.


 


22.11                 No Material Proceedings


 


(a)                                  No litigation,
arbitration, action or administrative proceeding of or before any court,
arbitral body, or agency which would or is reasonably likely to have a Material
Adverse Effect has been started or, to the best of its knowledge, is threatened
or is pending against it or any member of the Group, other than litigation
action or administrative proceedings commenced prior to the date of this
Agreement, full details of which have been provided in writing to the Agent
prior to the date of this Agreement and which are set out in Part IV of
Schedule 10 (Existing Proceedings).


 


(b)                                  No labour disputes
are current or, to the best of its knowledge, threatened against it or any
member of the Group which would or is reasonably likely to have a Material
Adverse Effect.


 


22.12                 Original Financial Statements


 


Its Original Financial Statements (other than the Pro
Forma Financial Statements) were prepared in accordance with GAAP and
consistently applied (unless and to the extent expressly disclosed to the Agent
in writing to the contrary before the date of this Agreement) and in the case of audited financial
statements present a true and fair view of, or (in the case of unaudited
financial statements) fairly present, the consolidated financial position of
such Obligor or, as the case may be, the Group at the date as of which they
were prepared and/or (as appropriate) the results of operations and changes in
financial position during the period for which they were prepared.


 


22.13                 No Material Adverse Effect


 


Since publication of its Original Financial Statements
there has been no material adverse change in its business or financial
condition or, in the case of the Parent, of any member of the Group or the
Group (taken as a whole) and no event or series of events has occurred, in each
case which has or which is reasonably likely to have a Material Adverse Effect.


 


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22.14                 No Undisclosed Liabilities


 


As at the date as of
which its Original Financial Statements were prepared, neither it, its
Subsidiaries nor, as the case may be, any member of the Group had any material
liabilities (contingent or otherwise) which were not disclosed thereby (or by
the notes thereto) or reserved against therein and the Group had no material
unrealised or anticipated losses arising from commitments entered into by it
which were not so disclosed or reserved against.


 


22.15                 Information Memorandum


 


In the case of the Parent only:


 


(a)                                  to the best of its
knowledge and belief having made all reasonable and proper enquiries, all
statements of fact relating to the assets, financial condition and operations
of the Group contained in the Information Memorandum and the Agreed Business
Plan are true, complete and accurate in all material respects as at their
respective dates;


 


(b)                                  the opinions and
views expressed in the Information Memorandum and the Agreed Business Plan
represent the honestly held opinions and views of the Parent and were arrived
at after careful consideration and were based on reasonable grounds as at their
respective dates;


 


(c)                                  all projections and
forecasts contained in the Information Memorandum and the Agreed Business Plan
are based upon assumptions (including, without limitation, assumptions as to
the future performance of the business, inflation, price increases and
efficiency gains) which the Parent has carefully considered and considers to be
fair and reasonable as at their respective dates; and


 


(d)                                  the Information
Memorandum and the Agreed Business Plan did not omit to disclose or take into
account any matter known to the Parent after due and careful enquiry where
failure to disclose or take into account such matter would result in the
Information Memorandum and the Agreed Business Plan being misleading in any
material respect as at the date thereof.


 


22.16                 Projections


 


In the case of the Parent
only:


 


(a)                                  to the best of its
knowledge and belief having made all reasonable and proper enquiries, all
statements of fact relating to the assets, financial condition and operations
of the Group contained in the current Projections are true, complete and
accurate in all material respects as at their respective dates;


 


(b)                                  the opinions and
views expressed in the current Projections represent the honestly held opinions
and views of the Parent and were arrived at after careful consideration and
were based on reasonable grounds as at their respective dates;


 


(c)                                  all projections and
forecasts contained in the current Projections are based upon assumptions
(including, without limitation, assumptions as to the future performance of the
business, inflation, price increases and efficiency gains) which the Parent has



 


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carefully considered and considers to be fair
and reasonable as at their respective dates; and


 


(d)                                  the current
Projections did not omit to disclose or take into account any matter known to
the Parent after due and careful enquiry where failure to disclose or take into
account such matter would result in the current Projections being misleading in
any material respect as at the date thereof.


 


22.17                 Indebtedness and Liens


 


(a)                                  Save as permitted
under Clause 26.4 (Indebtedness),
neither it nor any member of the Group has incurred any Indebtedness.


 


(b)                                  Save as permitted
under Clause 26.1 (Liens), no Lien
exists over all or any of the present or future revenues or assets of any
member of the Group.


 


22.18                 Execution of Finance Documents


 


Its execution of the
Finance Documents to which it is party and its exercise of its rights and
performance of its obligations thereunder do not and will not conflict:


 


(a)                                  with any agreement,
mortgage, bond or other instrument or treaty which is binding upon it, any of
its Subsidiaries or any of the assets of any of its Subsidiaries or, except as
provided in the Security Documents, result in a requirement for the creation of
any Lien over any such asset, in each case, in any way;


 


(b)                                  with its or any of its
Subsidiaries’ constitutional documents; or


 


(c)                                  with any applicable
Law or regulation.


 


22.19                 Power and Authority


 


It has the power and
authority to enter into, perform and deliver, and has taken all necessary
action to authorise the entry into, performance and delivery of, the Finance
Documents to which it is a party and the transactions contemplated by those
Finance Documents.


 


22.20                 Structure


 


(a)                                  The Group Structure
Chart is a complete and accurate representation of the structure of the Group.


 


(b)                                  Each Obligor other
than the Parent is a wholly-owned Subsidiary of the Parent.


 


22.21                 Environmental Matters


 


(a)                                  It has, to the best
of its knowledge and belief:


 


(i)                                    complied with all Environmental Laws to which it may be subject;


 


(ii)                                obtained all Environmental Licences required or desirable in
connection with its business; and


 


(iii)                            complied with the terms of all such Environmental Licences,


 


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in each case where failure to do so would or would be reasonably likely
to have a Material Adverse Effect.


 


(b)                                  There is no
Environmental Claim pending or threatened against it, and to the best of its
knowledge and belief there are no past or present acts, omissions, events or
circumstances which could form the basis of any Environmental Claim against it,
which would or would be reasonably likely to have a Material Adverse Effect.


 


(c)                                  No:


 


(i)                                    property currently or previously owned, leased, occupied or
controlled by it is contaminated with any Hazardous Materials; and


 


(ii)                                discharge, release, leaking, migration or escape of any Hazardous
Materials into the Environment has occurred or is occurring on, under or from
that property,


 


in each case to the best of its knowledge and belief in circumstances
where the same would or would be reasonably likely to have a Material Adverse
Effect.


 


22.22                 Necessary Authorisations


 


The Necessary
Authorisations required by it, are in full force and effect, and it is in
compliance with the material provisions of each such Necessary Authorisation
relating to it and, to the best of its knowledge, none of the Necessary
Authorisations relating to it are the subject of any pending or threatened
proceedings or revocation.


 


22.23                 Intellectual Property


 


(a)                                  The Intellectual
Property Rights owned by or licensed to it are all the material Intellectual
Property Rights required by it in order to carry out, maintain and operate its
business, properties and assets, and so far as it is aware, it does not
infringe, in any way any Intellectual Property Rights of any third party save,
in each case, where the failure to own or license the relevant Intellectual
Property Rights or any infringement thereof will not have a Material Adverse
Effect.


 


(b)                                  So far as it is
aware, it and each of its Subsidiaries has taken all reasonable formal and
procedural actions (including payment of fees) required to maintain any
registered Intellectual Property Rights owned by it, which are material in the
context of the Group Business or which are required by it (or such Subsidiary)
in order for it (or such Subsidiary) to carry on its (or such Subsidiary’s)
business in all material respects as contemplated in the Agreed Business Plan,
in full force and effect.


 


22.24                 Ownership of Assets


 


Save to the extent
disposed of without breaching the terms of any of the Finance Documents with
effect from and after the Initial Borrowing Date and save where the contrary
would not have nor would be reasonably likely to have a Material Adverse
Effect, it and each of its Subsidiaries has good title to or valid leases or
licences of or is otherwise entitled to use and permit other members of the
Group to use all assets necessary to conduct the Group Business taken as a
whole as it is conducted at the Initial Borrowing Date.


 


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22.25                 Payment of Taxes


 


(a)                                  There is no tax audit
now pending or threatened in writing by any tax authority that may result in a
material tax liability.


 


(b)                                  It:


 


(i)                                    has paid all material taxes imposed upon it or its assets within the
time period allowed therefor without incurring tax penalties or creating any
Lien;


 


(ii)                                is not overdue in the filing of any material tax returns and such
tax returns are accurate and complete in all material respects;


 


(iii)                            has no claims which are being, or are reasonably likely to be,
asserted against it with respect to taxes; and


 


(iv)                               has not entered into an agreement or waiver or been requested to
enter into an agreement or waiver extending any statute limitations with
respect to any material tax liability,


 


except to the
extent that the same are being contested in good faith on the basis of
appropriate professional advice and for which adequate reserves have been
established on the books and records of the relevant Obligor.


 


22.26                 Non-U.S. Pension Plans


 


(a)                                  Any Non- U.S. Pension
Plan operated by it for the benefit of any member of the Group and/or any of
its employees is funded substantially in accordance with the governing
provisions of such scheme and all applicable laws based on the actuarial
assumptions used in the most recent valuation of such Non-U.S. Pension Plan and
such Non-U.S. Pension Plan does not have any material liability in respect of
any such plan and there are no circumstances that would reasonably be likely to
give rise to a Material Adverse Effect.


 


(b)                                  It is in compliance
in all material respects with all applicable laws and contracts relating to any
Non-U.S. Pension Plan operated by it or in which it participates except where
such failure to comply would not be reasonably likely to result in a Material
Adverse Effect.


 


22.27                 Compliance with ERISA


 


(a)                                  Part V of Schedule 10
(Plans) sets out each Plan.


 


(b)                                  Each of the following
statements is accurate and true except where such statement, aggregated with
all other such statements, is not reasonably likely to have a Material Adverse
Effect:


 


(i)                                    each Plan (and each related trust, insurance contract or fund, if
any) is in compliance with its terms and with all applicable laws, including
without limitation ERISA and the Code;


 


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(ii)                                each Plan (and each related trust, if any) which is intended to be
qualified under section 401(a) of the Code has received a determination
letter from the Internal Revenue Service to the effect that it meets the
requirements of sections 401(a) and 501(a) of the Code;


 


(iii)                            no Reportable Event has occurred in relation to a Plan during the
five-year period immediately preceding each Advance;


 


(iv)                               no Multiemployer Plan (as defined in section 4001(a)(3) of
ERISA) is insolvent or in reorganisation;


 


(v)                                   no Plan has an Unfunded Current Liability;


 


(vi)                               no Plan which is subject to section 412 of the Code or section 302
of ERISA has an accumulated funding deficiency (within the meaning of such
sections of the Code or ERISA) or during the five-year period immediately
preceding each Advance has applied for or received a waiver of an accumulated
funding deficiency or an extension of any amortisation period, within the
meaning of section 412 of the Code or section 303 or 304 of ERISA;


 


(vii)                           during the five-year period immediately preceding each Advance, all
contributions required to be made with respect to a Plan or Multiemployer Plan
have been timely made or accrued or otherwise properly reserved on its balance
sheet within the time limit therefor;


 


(viii)                       neither it nor any other member of the Group nor any ERISA Affiliate
has incurred during the five-year period immediately preceding the Initial
Borrowing Date any liability (including any indirect, contingent or secondary
liability) to or on account of a Plan or Multiemployer Plan pursuant to section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or section 401(a)(29),
4971 or 4975 of the Code or is reasonably likely to incur any such liability
under any of the foregoing sections with respect to any Plan or Mutliemployer
Plan;


 


(ix)                              no condition exists which presents a risk to it or any other member
of the Group or any ERISA Affiliate of incurring a liability to or on account
of a Plan or Multiemployer Plan pursuant to the foregoing provisions of ERISA
and the Code;


 


(x)                                  no proceedings instituted to terminate, or appoint a trustee to
administer, any Plan which is subject to Title IV of ERISA are pending;


 


(xi)                              no action, suit, proceeding, hearing, audit or investigation with
respect to the administration, operation or the investment of assets of any
Plan (other than routine claims for benefits) is pending, or, to the best of
its knowledge, reasonably expected or threatened;


 


(xii)                          each group health plan (as defined in section 607(1) of ERISA
or section 4980B(g)(2) of the Code) which covers or has covered employees
or former employees of any member of the Group or any ERISA Affiliate has at
all 


 


115





















 


times been
operated in compliance with the provisions of Part 6 of subtitle B of Title I
of ERISA and section 4980B of the Code; and


 


(xiii)                      no lien imposed under the Code or ERISA on its assets or the assets
of any other member of the Group or any ERISA Affiliate exists or is reasonably
likely to arise on account of any Plan or Multiemployer Plan.


 


(c)                                  Using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of any member of the Group and any
ERISA Affiliate to all Multiemployer Plans in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Multiemployer Plan ended prior to the date of the most recent Advance, would
not be reasonably expected to result in a Material Adverse Effect.


 


(d)                                  The Parent and its
Subsidiaries do not maintain or contribute to any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) which provides benefits to retired
employees or other former employees (other than as required by Section 601
of ERISA) or any Plan the obligations with respect to which is reasonably
likely to result in a Material Adverse Effect.


 


22.28                 Security


 


It is the legal and
beneficial owner of all assets and other property which it purports to charge,
mortgage, pledge, assign or otherwise secure pursuant to each Security Document
and those Security Documents to which it is a party create and give rise to
valid and effective Security having the ranking expressed in those Security
Documents.


 


22.29                 Investment Company Act


 


In the case of the
Borrower only, neither it nor any of its Subsidiaries is an “investment company”
or a company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940.


 


22.30                 Margin Stock


 


No Advance will be used
to purchase or carry any Margin Stock (as defined in Regulation U of the Board
of Governors of the Federal Reserve System) or to extend credit for the purpose
of purchasing or carrying any Margin Stock. 
Neither the making of any Advance nor the use of the proceeds of it will
violate or be inconsistent with the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.


 


22.31                 Public Utility Holding Company Act


 


Neither the Borrower nor
any of its Subsidiaries is a “holding company” or a “subsidiary company” of a “holding
company” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company” within the meaning of the Public Utility Holding Company
Act of 1935.


 


22.32                 Insurance


 


On the Initial Borrowing
Date, each member of the Group is adequately insured for the purposes of its
business with reputable underwriters or insurance companies against such 


 


116





















 


risks and to such extent
as is usual for prudent companies carrying on such a business (including, but
not limited to, loss of earnings, business interruption and directors’ and
officers’ liability).


 


22.33                 Labour Relations


 


(a)                                  Neither it nor any
other member of the Group is engaged in any unfair labour practice which might,
either individually or in aggregate, have a Material Adverse Effect.


 


(b)                                  There is (i) no
unfair labour practice complaint pending against it or any other member of the
Group, or to its knowledge, threatened against any of them, before the National
Labor Relations Board (or any non-U.S. equivalent of it), and no grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement is pending against it or any other member of the Group or, to its
knowledge, threatened against any of them, (ii) no material strike, labour
dispute, slowdown or stoppage pending against it or any other member of the
Group or, to its knowledge, threatened against it or any other member of the
Group, and (iii) no union representation question with respect to its
employees or the employees of any other member of the Group, except (with
respect to any matter specified in this paragraph (b), either individually or
in the aggregate) such as will not have a Material Adverse Effect.


 


22.34                 Subsidiaries


 


Part VI of Schedule 10
(Material Subsidiaries) correctly
sets out all the Material Subsidiaries as at the Effective Date.


 


22.35                 Benefits of Subordination
Provisions


 


(a)                                  The subordination
provisions contained in the Senior Subordinated Notes and in the other Senior
Subordinated Note Documents are enforceable against the respective Obligors
party thereto and the holders of the Senior Subordinated Notes, and all Secured
Obligations are within the definition of “Senior Debt” or “Guarantor Senior
Debt”, as the case may be, included in such subordination provisions.


 


(b)                                  The subordination
provisions contained in the Senior Subordinated Convertible Bonds and in the
other Senior Subordinated Convertible Bond Documents are enforceable against
the respective Obligors party thereto and the holders of the Senior
Subordinated Convertible Bonds, and all Secured Obligations are within the
definition of “Senior Debt” or “Guarantor Senior Debt”, as the case may be,
included in such subordination provisions.


 


(c)                                  On and after the
execution and delivery thereof, the subordination provisions contained in any
agreement or instrument relating to Permitted Subordinated Indebtedness will be
enforceable against the debtor thereunder and the holders of such Indebtedness.


 


22.36                 Repetition


 


Each Repeating Representation is deemed to be made by each Obligor
making such Repeating Representation on the date of this Agreement in relation
to itself and its 


 


117





















 


Subsidiaries and by the Parent in relation to itself and the other
members of the Group by reference to the facts and circumstances then existing
on:


 


(a)                                  each Utilisation Date
and on the first day of each Interest Period or, as the case may be, Term; and


 


(b)                                  in the case of any
Acceding Guarantor on the day the same becomes (or if earlier, is required to
have become) an Acceding Guarantor.


 


23.                               INFORMATION UNDERTAKING


 


Each Obligor hereby covenants and agrees that on and after the Initial
Borrowing Date and until the aggregate amount of all the Commitments and all
Documentary Credits have terminated and the Secured Obligations, together with
interest, fees and all other obligations incurred hereunder and thereunder
(other than indemnity and other similar obligations that are not then due and
payable), are paid in full:


 


23.1                        Information Covenants


 


Each Obligor will maintain, for itself and each of its Subsidiaries, a
system of accounting established and administered in accordance with GAAP, and
the Borrower will furnish to the Agent (with a sufficient number of copies for
each of the Agent and Lenders):


 


(a)                                  Monthly
Reports:  Within
35 days (or 50 days in the case of the last fiscal month of any fiscal quarter
of the Parent) after the end of each fiscal month of the Parent, the unaudited
accounts of the Group for that fiscal month (showing line items for revenues,
net sales, gross profit, operating profit and depreciation and amortisation),
in each case on a consolidated basis for the respective fiscal month and for
the elapsed portion of the fiscal year ended with the last day of such fiscal
month, in each case setting forth comparative figures for the related month in
the previous fiscal year and the comparable figures for such fiscal month as
set forth in the respective Projections delivered pursuant to paragraph (d) (Projections) below, all of which
statements shall be in form reasonably satisfactory to the Agent provided that
(i) in the event the Consolidated Leverage Ratio is less than or equal to
3.00:1.00, no such accounts need be furnished and (ii) in the event the
Consolidated Leverage Ratio is greater than 3.00:1.00, the above accounts shall
be, or continue to be, furnished as abovementioned from the next most recent
month end falling closest to the date of the relevant Compliance Certificate
setting out such Consolidated Leverage Ratio.


 


(b)                                  Quarterly
Financial Statements:  Within 50 days after the close of each of the
first three quarterly accounting periods in each fiscal year of the Parent:


 


(i)                     the unaudited
consolidated quarterly financial statements of the Group for that quarterly
accounting period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly accounting period including data of the Parent and
its Consolidated Subsidiaries compiled by segment relating to net sales,
operating results, operating result margins, invested capital and return on
capital employed, in each case, setting forth comparative figures for the
related periods in the prior fiscal year and the Projections relating to such
quarterly accounting period; and


 


118





















 


(ii)                  management’s
discussion and analysis of the important operational and financial developments
during the fiscal quarter and year-to-date periods, and in the event the Parent
is a Reporting Company under the Securities Exchange Act, the furnishing of the
Parent’s Form 10-Q Report filed with the SEC for such quarterly accounting period,


 


all of which shall be
certified by an Authorised Representative of the Parent, subject to normal
year-end audit adjustments.


 


(c)                                  Annual
Financial Statements:  Within 95 days after the close of each fiscal
year of the Parent:


 


(i)                                    the audited consolidated financial statements of the Parent and its
Consolidated Subsidiaries as at the end of such fiscal year setting forth
comparative figures for the preceding fiscal year and the projected figures for
such fiscal year as set forth in the respective Projections and certified (with
an unqualified audit report) by PricewaterhouseCoopers, Ernst & Young,
KPMG, Deloitte & Touche or such other independent certified public
accountants of recognised national standing reasonably acceptable to the Agent,
together with a Compliance Certificate of such accounting firm stating that in
the course of its regular audit of the financial statements of the Parent and
its Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, such accounting firm obtained no knowledge insofar
as related to accounting matters of any Default or Event of Default which has
occurred and is continuing or, if in the opinion of such accounting firm such a
Default or Event of Default has occurred and is continuing, a statement as to
the nature thereof and including data of the Parent and its Consolidated
Subsidiaries compiled by segment relating to net sales, operating results,
operating result margins, invested capital and return on capital employed; and


 


(ii)                                management’s discussions and analysis of the important operational
and financial developments during such fiscal year, and in the event the Parent
is a Reporting Company under the Securities Exchange Act, the furnishing of the
Parent’s Form 10-K Report filed with the SEC for such annual accounting
periods,


 


all of which shall be
certified by an Authorised Representative of the Parent, subject to normal
year-end audit adjustments.


 


(d)                                  Projections:  No later than (i) ten days after the
completion thereof and (ii) 95 days after the close of each fiscal year for the
Parent and its Subsidiaries, updated projections (from the Projections
contained in the Information Memorandum) prepared on a quarterly basis for the
immediately succeeding two fiscal years commencing at the close of the fiscal
year referenced above, all prepared in a manner consistent with the Projections
(prepared for the purposes of the Information Memorandum) and which in any
event shall (A) provide consolidated line items consistent with those which
will be reported in the monthly reports referenced in paragraph (a) (Monthly Reports) and (B) contain
information broken down by segment, by quarter, as is provided in the
Projections.  All Projections delivered
pursuant to this paragraph (d) shall be in form, scope and substance reasonably
satisfactory to the Agent acting reasonably and with at least the same level of
detail as 


 


119





















 


provided in the Information Memorandum.  The Parent shall further provide to the
Agent, promptly upon becoming aware, details of any material changes in the
Projections from time to time.


 


(e)                                  Officer’s
Certificates:  At the time of the delivery of the financial
statements provided for in Clauses 23.1(a) (Monthly Reports), (b) (Quarterly
Financial Statements) and (c) (Annual
Financial Statements) a Compliance Certificate of an Authorised
Representative of the Parent to the effect that, to the best of such Authorised
Representative’s knowledge, no Default or Event of Default has occurred and is
continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, which certificate shall,
in the case of any such financial statements delivered pursuant to
Clauses 23.1(b) (Quarterly Financial
Statements) and (c) (Annual
Financial Statements), set forth the calculations required to
establish whether the Parent was in compliance with the provisions of Clauses
24 (Financial Condition), 25.2 (Conduct of Business), 25.7 (Additional Security and Further Assurances),
26.2 (Consolidation, Merger, Purchase or
Sale of Assets, etc.), 26.3 (Restricted
Payments), 26.4 (Indebtedness),
26.5 (Advances, Investments and Loans)
and 26.13 (Assets and EBITDA Attributable to
Qualified Obligors)) at the end of such fiscal quarter or year, as
the case may be.


 


(f)                                    Notice of
Default or Litigation:  After an officer of
any Obligor obtains knowledge thereof, (i) promptly and in any event within
three Business Days give notice of the occurrence of any event which
constitutes a Default or an Event of Default and (ii) promptly and in any event
within five Business Days give notice of any litigation or governmental
investigation or proceeding pending (A) against the Parent or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect, (B) with respect to any Indebtedness which is individually in excess of
€15,000,000 (or its equivalent in other currencies) of the Parent or any of its
Subsidiaries or (C) with respect to any Finance Document.


 


(g)                                 Other Reports
and Filings:  Promptly, copies of all other financial
information, reports, proxy materials and other information, if any, which the
Parent or any of its Subsidiaries shall file with the SEC or deliver to holders
of its Indebtedness (with an outstanding principal amount in excess of
€25,000,000 (or its equivalent in other currencies)) pursuant to the terms of
the documentation governing such Indebtedness (or any trustee, agent or other
representative therefor).


 


(h)                                 New Subsidiaries;
Etc:  As soon as practicable and in any event
within 50 days after the close of each of the first three fiscal quarters of
each fiscal year of the Parent and within 95 days after the close of each
fiscal year of the Parent:


 


(i)                                    a list showing each Subsidiary of the Parent established, created or
acquired during the respective fiscal quarter or year, and each Subsidiary
which has had any Equity Interests transferred during the respective fiscal
quarter or year (in each case describing in reasonable detail the respective
transfer of Equity Interests), in each case naming the direct owner of all
Equity Interests in such Subsidiary and describing such Equity Interests in
reasonable detail, and certifying that each such Subsidiary, and each Obligor
which owns any Equity Interests therein, has taken all actions, if any,
required pursuant to Clause 25.7 (Additional
Security and Further Assurance) and the relevant Security 


 


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Documents and
certifying the Parent’s compliance with the provisions of Clause 25.2 (Conduct of Business); and


 


(ii)                                a list of Material Subsidiaries stating that the Subsidiaries so
listed constitute Material Subsidiaries and certifying that such person has
acceded or will in accordance with Clause 25.7 (Additional Security and Further Assurances) accede as a
Guarantor.


 


(i)                                    Annual Meetings
with Lenders:  At the request of the Agent, the Parent
shall, within 120 days after the close of each fiscal year (beginning with the
fiscal year ending in 2003) of the Parent, hold a meeting, at a time and place
selected by the Parent and acceptable to the Agent, with all of the Lenders
(then available) to review the financial results of the previous fiscal year
and the financial condition of the Parent and its Subsidiaries and the budgets
presented for the current fiscal year of the Parent and its Subsidiaries.


 


(j)                                    Other
Information:  From time to time, such other information or
documents (financial or otherwise) with respect to the Parent or its Subsidiaries
as the Agent (whether acting on its own or at the request of any Lender) may
reasonably request in writing.


 


23.2                        Books, Records and
Inspections


 


Each Obligor shall (and
the Parent shall procure that each member of the Group will), at reasonable
times, on reasonable prior notice and to a reasonable extent subject only to
the provision of any confidentiality undertaking required by such Obligor
(acting reasonably), afford (a) at any time before a Default or Event of
Default has occurred, and is continuing, the Agent or any professional adviser
to the Agent or representative of the Agent or (b) at any time after a Default
or Event of Default has occurred or is continuing, any Finance Party, any
professional advisor to such Finance Party, or representative of such Finance
Party (an “Inspecting Party”)
access to, and permit such Inspecting Party to inspect or observe, such part of
the Group Business as is owned or operated by such Obligor and to have access
to books, records, accounts, documents, computer programmes, data or other
information in the possession of or available to such Obligor or member of the
Group and to take such copies as may be considered appropriate by such
Inspecting Party.


 


23.3                        Insurance


 


The Parent shall (if so
requested by the Agent) supply the Agent with copies of all material insurance
policies or certificates of insurance in respect thereof or (in the absence of
the same) such other evidence of the existence of such policies as may be
reasonably acceptable to the Agent and shall, in any event, notify the Agent of
any material changes to its insurance cover made from time to time.


 


23.4                        ERISA


 


(a)                                  As soon as possible
and, in any event, within 15 days after the Parent, any Subsidiary of the
Parent or any ERISA Affiliate knows or has reason to know of the occurrence of
any of the following, the Parent will deliver to the Agent a certificate of the
chief financial officer or treasurer of the Parent setting forth details as to
such occurrence and the action, if any, that the Parent, such Subsidiary or
such ERISA Affiliate is 


 


121





















 


required or proposes to take, together with
any notices required or proposed to be given to or filed with or by the Parent,
such Subsidiary, such ERISA Affiliate, the PBGC, a Plan or Multiemployer Plan
participant or the Plan administrator with respect thereto:


 


(i)                                    that a Reportable Event has occurred;


 


(ii)                                that a contributing sponsor (as defined in section 4001(a)(13)
of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance
reporting requirement of PBGC Regulation section 4043.61 (without regard
to subparagraph (b)(1) thereof), and an event described in subsection .62
(unless such reporting requirement is waived), .63, .64, .65, .66, .67 or .68
of PBGC Regulation Section 4043 is reasonably expected to occur with
respect to such Plan within the following 30 days;


 


(iii)                            that an accumulated funding deficiency (within the meaning of section 412
of the Code or section 302 of ERISA) has been incurred or an application
is reasonably likely to be or has been made to the Secretary of the Treasury
for a waiver or modification of the minimum funding standard (including any
required instalment payments) or an extension of any amortisation period under section 412
of the Code or section 303 or 304 of ERISA with respect to a Plan or
Multiemployer Plan;


 


(iv)                               that a contribution required to be made by the Parent or a
Subsidiary or an ERISA Affiliate to a Plan or Multiemployer Plan or Non-U.S.
Pension Plan has not been timely made except where any such failure to make a
timely contribution is not reasonably likely to result in a material liability;


 


(v)                                   that a Plan or Multiemployer Plan has been or is reasonably likely
to be terminated (other than a standard termination pursuant to section 4041(b)
of ERISA), reorganised, partitioned or declared insolvent under Title IV of
ERISA;


 


(vi)                               that a Plan or Multiemployer Plan has an Unfunded Current Liability
giving rise to a lien under ERISA or the Code;


 


(vii)                           that proceedings are reasonably likely to be or have been instituted
to terminate or appoint a trustee to administer a Multi Employer Plan;


 


(viii)                       that a proceeding has been instituted pursuant to Section 515
of ERISA to collect a delinquent contribution to a Plan;


 


(ix)                              that the Parent, any Subsidiary of the Parent or any ERISA Affiliate
is reasonably likely to incur a material liability (including any indirect,
contingent, or secondary liability) to or on account of the termination of or
withdrawal from a Plan or Multiemployer Plan or otherwise under section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan or
otherwise under section 401(a)(29), 4971, 4975 or 4980 of the Code or section 409
or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined
in section 607(1) of ERISA or section 4980B(g)(2) of the Code) under section 4980B
of the Code; or


 


122





















 


(x)                                  that the Parent or any Subsidiary of the Parent is reasonably likely
to incur a liability that, when aggregated with all other such liabilities,
will exceed $5,000,000 pursuant to any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) that provides benefits to retired
employees or other former employees (other than as required by Section 601
of ERISA) or pursuant to any Plan or Non-U.S. Pension Plan in addition to any
liability existing on the Effective Date pursuant to any such welfare or
pension plan or plans.


 


(b)                                  The Parent will
deliver to the Agent copies of any records, documents or other information that
must be furnished to the PBGC with respect to any Plan pursuant to Section 4010
of ERISA.


 


(c)                                  The Parent will
deliver to the Agent a complete copy of the annual report (Form 5500) of each
Plan (including, to the extent required, the related financial and actuarial
statements and opinions and other supporting statements, certifications,
schedules and information) required to be filed with the Internal Revenue
Service.


 


(d)                                  In addition to any
certificates or notices delivered to the Agent pursuant to paragraph (a) above
copies of annual reports and any records, documents or other information
required to be furnished to the PBGC or any other government agency, and any
material notices received by the Parent, any Subsidiary of the Parent or any
ERISA Affiliate (i) from any government agency with respect to any Plan or
Non-U.S. Pension Plan or (ii) received from any government agency or plan
administrator or sponsor or trustee with respect to any Multiemployer Plan,
shall be delivered to the Agent no later than 15 days after the date such
notice has been received by the Parent, such Subsidiary or such ERISA
Affiliate, as applicable.


 


23.5                        “Know Your Client
Checks”


 


Each Acceding Guarantor or existing Obligor shall promptly upon the
request of the Agent or any Lender (and in any event within 90 days of such
request) and each Lender shall promptly upon the request of the Agent supply,
or procure the supply of, such documentation and other evidence as is reasonably
requested by the Agent (for itself or on behalf of any Lender) or any Lender
(for itself or on behalf of any prospective new Lender) in order for the Agent,
such Lender or any prospective new Lender to carry out and be satisfied with
the results of all necessary “know your client” or other checks in relation to
the identity of any person that it is required to carry out in relation to the
transactions contemplated in the Finance Documents.


 


24.                               FINANCIAL
CONDITION


 


24.1                        Capital Expenditures


 


(a)                                  The Parent and the
Borrower will not permit any of its Subsidiaries (other than a member of the
CEAL Group to which the CEAL Exception Conditions apply) to, make any Capital
Expenditures, except that the Parent and its Subsidiaries may make Capital
Expenditures (in each fiscal year of the Parent, a “Capital Expenditure Allowance”) in aggregate not
exceeding for any fiscal year of the Parent (beginning with its fiscal year
ended closest to 31 December 2004) the amount (as adjusted as provided in
paragraph (c)) set forth below opposite such fiscal year: 


 


123





















 




	
  Fiscal Year of Parent

  Ended In

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  €

  	
  92,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2005

  	
   

  	
  €

  	
  96,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2006

  	
   

  	
  €

  	
  108,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  €

  	
  120,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  €

  	
  124,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  €

  	
  128,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  €

  	
  132,000,000

  	
   

  






 


provided that, in any fiscal year of the Parent, up to 25 per cent. of
the unutilised amount of the Capital Expenditure Allowance for such fiscal year
may be carried forward to the following fiscal year and aggregated with the
Capital Expenditure Allowance of that following fiscal year, such aggregated
amount being the Capital Expenditure Allowance for that following fiscal year.


 


(b)                                  In addition to the
Capital Expenditures Allowances permitted pursuant to paragraph (a) above, the
Parent and its Subsidiaries may make additional Capital Expenditures as
follows:


 


(i)                                    the reinvestment of proceeds of Recovery Events that are not
required to be applied to prepay the Outstandings pursuant to paragraph (d) (Insurance Claims) of Clause 13.1 (Repayment from Net Proceeds); and


 


(ii)                                the reinvestment of Net Sale Proceeds from asset sales pursuant to
the first proviso to paragraph (b) (Asset
Sale) of Clause 13.1 (Repayment
from Net Proceeds).


 


(c)                                  At the time any €5
Million Permitted Acquisition is consummated, the respective Capital
Expenditure Allowances shall be deemed automatically adjusted on a prospective
basis as follows:


 


(i)                                    for each fiscal year which begins and ends after the date on which a
€5 Million Permitted Acquisition has been consummated, the Capital Expenditure
Allowance for that fiscal year shall be increased by an amount equal to 110 per
cent. of the Capital Expenditures actually made by the entity being acquired
pursuant to the respective €5 Million Permitted Acquisition for the twelve
months prior to the date of the consummation of the respective €5 Million
Permitted Acquisition; and


 


(ii)                                for each fiscal year of the Parent during which a €5 Million
Permitted Acquisition is being consummated, the Capital Expenditure Allowance
for that fiscal year shall be increased by an amount equal to the product of
(x) the 


 


124





















 


amount of the
increase for a given fiscal year of the Parent beginning and ending after the
date which the respective €5 Million Permitted Acquisition was consummated as
provided in sub-paragraph (i) above and (y) a fraction the numerator of
which is the number of days remaining in the fiscal year of the Parent during
which the respective €5 Million Permitted Acquisition was consummated and the
denominator of which is 365 or 366, as the case may be.


 


24.2                        Ratios


 


(a)                                  Consolidated
Interest Coverage Ratio.


 


The Parent and the Borrower agree that it will not permit the Consolidated
Interest Coverage Ratio for any Test Period, in each case taken as one
accounting period, ended on the last day of a fiscal quarter of the Parent
described below to be less than the amount set forth opposite such fiscal
quarter below:


 




	
  Fiscal Quarter Ended
  Closest To

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2004

  	
   

  	
  2.40:1.00

  	
   

  
	
  30
  June 2004

  	
   

  	
  2.40:1.00

  	
   

  
	
  30
  September 2004

  	
   

  	
  2.40:1.00

  	
   

  
	
  31
  December 2004

  	
   

  	
  2.40:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2005

  	
   

  	
  2.40:1.00

  	
   

  
	
  30
  June 2005

  	
   

  	
  2.45:1.00

  	
   

  
	
  30
  September 2005

  	
   

  	
  2.55:1.00

  	
   

  
	
  31
  December 2005

  	
   

  	
  2.65:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2006

  	
   

  	
  2.75:1.00

  	
   

  
	
  30
  June 2006

  	
   

  	
  2.90:1.00

  	
   

  
	
  30
  September 2006

  	
   

  	
  3.05:1.00

  	
   

  
	
  31
  December 2006

  	
   

  	
  3.20:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2007

  	
   

  	
  3.30:1.00

  	
   

  
	
  30
  June 2007

  	
   

  	
  3.35:1.00

  	
   

  
	
  30
  September 2007

  	
   

  	
  3.45:1.00

  	
   

  
	
  31
  December 2007

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2008 and thereafter.

  	
   

  	
  3.50:1.00

  	
   

  






 


(b)                                  Consolidated
Fixed Charge Coverage Ratio


 


The Parent and the Borrower agree that it will not permit the
Consolidated Fixed Charge Coverage Ratio for any Test Period, in each case
taken as one accounting period, ended on the last day of any fiscal quarter of
the Parent described below to be less than the amount set forth opposite such
fiscal quarter below:


 


125





















 




	
  Fiscal Quarter Ended
  Closest To

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2004

  	
   

  	
  1.05:1.00

  	
   

  
	
  30
  June 2004

  	
   

  	
  1.05:1.00

  	
   

  
	
  30
  September 2004

  	
   

  	
  1.05:1.00

  	
   

  
	
  31
  December 2004

  	
   

  	
  1.05:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2005

  	
   

  	
  1.05:1.00

  	
   

  
	
  30
  June 2005

  	
   

  	
  1.05:1.00

  	
   

  
	
  30
  September 2005

  	
   

  	
  1.05:1.00

  	
   

  
	
  31
  December 2005

  	
   

  	
  1.10:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2006

  	
   

  	
  1.10:1.00

  	
   

  
	
  30
  June 2006

  	
   

  	
  1.10:1.00

  	
   

  
	
  30
  September 2006

  	
   

  	
  1.15:1.00

  	
   

  
	
  31
  December 2006

  	
   

  	
  1.15:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2007

  	
   

  	
  1.15:1.00

  	
   

  
	
  30
  June 2007

  	
   

  	
  1.15:1.00

  	
   

  
	
  30
  September 2007

  	
   

  	
  1.15:1.00

  	
   

  
	
  31
  December 2007

  	
   

  	
  1.15:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2008 and thereafter

  	
   

  	
  1.15:1.00

  	
   

  






 


(c)                                  Maximum
Consolidated Leverage Ratio


 


The Parent and the Borrower agree that it will not permit the
Consolidated Leverage Ratio for any Test Period ended on the last day of any
fiscal quarter of the Parent described below to be greater than the ratio set
forth opposite such period below:


 




	
  Fiscal Quarter Ended
  Closest To

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  December 2003

  	
   

  	
  4.45:1.00

  	
   

  
	
  31
  March 2004

  	
   

  	
  4.45:1.00

  	
   

  
	
  30
  June 2004

  	
   

  	
  4.45:1.00

  	
   

  
	
  30
  September 2004

  	
   

  	
  4.45:1.00

  	
   

  
	
  31
  December 2004

  	
   

  	
  4.45:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2005

  	
   

  	
  4.45:1.00

  	
   

  
	
  30
  June 2005

  	
   

  	
  4.35:1.00

  	
   

  
	
  30
  September 2005

  	
   

  	
  4.20:1.00

  	
   

  
	
  31
  December 2005

  	
   

  	
  4.10:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2006

  	
   

  	
  4.00:1.00

  	
   

  
	
  30
  June 2006

  	
   

  	
  3.90:1.00

  	
   

  
	
  30
  September 2006

  	
   

  	
  3.80:1.00

  	
   

  
	
  31
  December 2006

  	
   

  	
  3.70:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2007

  	
   

  	
  3.55:1.00

  	
   

  
	
  30
  June 2007

  	
   

  	
  3.45:1.00

  	
   

  
	
  30
  September 2007

  	
   

  	
  3.35:1.00

  	
   

  
	
  31
  December 2007

  	
   

  	
  3.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31
  March 2008 and thereafter

  	
   

  	
  3.00:1.00

  	
   

  






 


126





















 


25.                               POSITIVE
UNDERTAKINGS


 


25.1                        Use of Proceeds


 


The Borrower will, and will cause each of its Subsidiaries to, use the
proceeds of the Utilisations for the purposes specified in Clause 2.2 (Purpose).


 


25.2                        Conduct of Business


 


The Obligors shall, and will procure that their respective Subsidiaries
will from time to
time (directly or indirectly) engage in the Group Business and reasonable
extensions thereof.


 


25.3                        Taxes


 


Each Obligor will, and will procure each of its Subsidiaries to, file
all material tax returns on time and pay and discharge all material taxes and
governmental charges payable by or assessed upon it prior to the date on which
the same became overdue and without causing any Lien to be created, except
those that are being contested in good faith by appropriate proceedings and for
which adequate reserves have been established on the books and records of the relevant
Obligor in accordance with GAAP.


 


25.4                        Compliance with Laws


 


Each Obligor will, and will procure each of its Subsidiaries to, comply
with all applicable laws to which it may be subject, if failure to comply with
which would reasonably be expected to have a Material Adverse Effect.


 


25.5                        End of Fiscal Years;
Fiscal Quarters


 


Each Obligor will ensure that (a) each of its, and each of its
Subsidiaries’, fiscal years (for accounting and SEC disclosure purposes) end on
31 December and (b) itself, and each of its Subsidiaries, maintain fiscal
quarters consistent therewith.


 


25.6                        Ranking of Claims


 


Each Obligor shall ensure
that at all times the claims of the Finance Parties against it under the
Finance Documents rank at least pari passu
with the claims of all its unsecured creditors save those whose claims are
preferred by any bankruptcy, insolvency, liquidation or similar laws of general
application.


 


25.7                        Additional Security
and Further Assurances


 


(a)                                  Each Obligor shall,
and the Parent shall procure that each member of the Group shall, at its own
expense, promptly take all such action as the Agent or the Security Trustee 


 


127





















 


may reasonably require for the purpose of
perfecting or protecting any Finance Party’s rights with respect to the
Security intended to be created or evidenced by the Security Documents.


 


(b)                                  The Parent shall
procure that:


 


(i)                                    any Material Subsidiary (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) which has not entered into a
Security Document over all or substantially all of its assets; or


 


(ii)                                any member of the Group (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) which owns or acquires an asset the
fair market value of which exceeds €5,000,000 (or its equivalent in other
currencies) or which is, in the opinion of the Agent (acting reasonably)
material in the context of the Group and which is not subject to a first
priority security interest in favour of the Security Trustee,


 


in each case to ensure that Clause 25.2 (Conduct of Business) and Clause 26.13 (Assets and EBITDA Attributable to Qualified Obligors)
are complied with,


 


shall (unless prohibited by Law or unless the Agent, acting reasonably,
is satisfied that the costs and time involved in effecting the relevant Lien
would be excessive in comparison with the benefit gained by the Finance Parties
as a result of that security interest being effected), within 30 days after
being required to do so by the Agent, accede as a Guarantor (if not already a
Guarantor in accordance with Clause 27 (Accession
of New Guarantors)) and execute such additional Security Documents
in favour of the Security Trustee (in form and substance satisfactory to the
Security Trustee, but containing provisions on substantially the same terms as
any corresponding Security which is then already in place over the relevant
type of asset under the Security Documents) as the Security Trustee may
require.


 


(c)                                  At any time whilst
there is a continuing Event of Default each Obligor shall execute and deliver
to the Security Trustee such additional Security Documents in such form and in
relation to such assets as the Security Trustee may require.


 


(d)                                  The Parent shall
procure that, following the irrevocable payment and cancellation in full of the
Permitted Receivables Facility in existence as at the Initial Borrowing Date,
each of Buhrman Office Products Nederland BV, Buhrmann Silver SA and Buhrmann
Silver US LLC shall pledge all its receivables in favour of the Security
Trustee in form and substance reasonably satisfactory to the Agent within 30
days after being required to do so by the Agent.


 


25.8                        Stock Pledges in
Non-U.S. Subsidiaries of the Borrower Which Are Not Guarantors


 


(a)                                  If following a change
(the “Deemed Dividend Rule Change”) in Section 956 of the
Code or the regulations, rules, rulings, notices or other official
pronouncements issued or promulgated thereunder, counsel for the Parent
reasonably acceptable to the Agent does not within 45 days after a request from
the Agent or the Instructing Group deliver evidence, in form, scope and
substance reasonably satisfactory to the Agent, with respect to any Non-U.S.
Subsidiary of the Borrower which has share capital 


 


128





















 


owned directly by the Borrower or one or more
U.S. Subsidiaries of the Borrower and which has not already had all of its
stock pledged pursuant to the relevant Pledge Agreements that a pledge of
66-2/3 per cent. or more of the total combined voting power of all classes of
share capital of such Non-U.S. Subsidiary entitled to vote, would cause the
undistributed earnings of such Non-U.S. Subsidiary as determined for U.S.
federal income tax purposes to be treated as a deemed dividend to such Non-U.S.
Subsidiary’s United States shareholder for U.S. federal income tax purposes,
then that portion of such Non-U.S. Subsidiary’s outstanding share capital not
theretofore pledged pursuant to the relevant Pledge Agreements shall be pledged
to the Security Trustee for the benefit of the Finance Parties pursuant to the
Pledge Agreement set out in paragraph 2 of Section A of Part III of Schedule 3
(Security Documents) (or another
pledge agreement in substantially similar form, if needed), with all documents
delivered pursuant to this Clause 25.8 to be in form and substance reasonably
satisfactory to the Agent and the Instructing Group.


 


(b)                                  Notwithstanding
anything to the contrary contained above, in the circumstances otherwise
contemplated above, the pledge specified above (so long as such Non-U.S.
Subsidiary does not accede as a Guarantor) shall not be required if, following
a Deemed Dividend Rule Change, the taking of the action otherwise required
above would result in other material negative tax consequences to the Parent
and/or its Subsidiaries, and so long as the Parent or the Borrower delivers
notification to the Agent to such effect (showing in reasonable detail the
material negative tax consequences which would result therefrom).  It is understood and agreed that,
notwithstanding anything to the contrary contained above, the restrictions on
the percentage of voting stock of Non-U.S. Subsidiaries required to be pledged
shall not apply to (i) any Subsidiaries of the Parent which are not Non-U.S.
Subsidiaries of the Borrower and (ii) any Non-U.S. Subsidiaries of the Borrower
which are Guarantors or are Subsidiaries of a Non-U.S. Subsidiary of the
Borrower which is a Guarantor.


 


25.9                        Necessary
Authorisations


 


Each Obligor shall (and
the Parent shall procure that each member of the Group shall) obtain, comply
with and do all that is necessary to maintain in full force and effect all
Necessary Authorisations.


 


25.10                 Insurance


 


Each Obligor shall (and
the Parent shall procure that each member of the Group shall) effect and
maintain insurances on and in relation to its business and assets with
reputable underwriters or insurance companies against such risks (including,
but not limited to, loss of earnings, business interruption, directors’ and
officers’ liability cover) and to such extent as is usual for prudent companies
carrying on a business such as that carried on by such member of the Group.


 


25.11                 Infringement of Intellectual
Property


 


Each Obligor shall (and
the Parent shall procure that each member of the Group will):


 


(a)                                  notify the Agent
promptly of any infringement or suspected infringement or any challenge to the
validity of any of the present or future Intellectual Property Rights owned,
used or exploited by it which may come to its notice if the same would be 


 


129





















 


reasonably likely to have a Material Adverse
Effect and take all necessary steps (including, without limitation, the
institution of legal proceedings) to prevent third parties infringing such Intellectual
Property Rights to the extent that failure to do so would be reasonably likely
to have a Material Adverse Effect;


 


(b)                                  take all necessary
action to safeguard and maintain its rights, present and future, in or relating
to all Intellectual Property Rights owned, used or exploited by it to the
extent that failure to do so would be reasonably likely to have a Material
Adverse Effect (in each case including, without limitation, paying all
applicable renewal fees, licence fees and other outgoings); and


 


(c)                                  not enter into any
licence or other agreement or arrangement in respect of Intellectual Property
Rights other than between members of the Group and/or on normal arm’s length
commercial terms and will comply with all licences to it of any Intellectual Property
Rights in each case to the extent that failure to do so would be reasonably
likely to have a Material Adverse Effect.


 


25.12                 Interest Rate Protection


 


The Borrower shall (or
shall procure that a member of the Group shall):


 


(a)                                  within 2 months of the
Initial Borrowing Date enter into and maintain interest rate hedging
arrangements with Hedge Counterparties to limit the Group’s exposure to adverse
movements in interest rates and/or currency exchange in relation to the Term
Facilities (other than the Incremental Term Facility);


 


(b)                                  ensure that such
arrangements are entered into in the form of Hedging Agreements or, as the case
may be, Other Hedging Agreement in accordance with the policy set out in the
Hedging Letter; and


 


(c)                                  promptly provide the
Agent with certified true copies of each such Hedging Agreement or, as the case
may be, Other Hedging Agreement entered into which are necessary for the Agent
to monitor compliance with this Clause 25.12.


 


25.13                 Non-U.S. Pension Plans


 


The Parent shall ensure
that all Non-U.S. Pension plans maintained by or for the benefit of any member
of the Group and/or any of its employees:


 


(a)                                  are maintained and
operated in all material respects in accordance with all applicable laws from
time to time except where the failure to do so is not reasonably likely to
result in a Material Adverse Effect; and


 


(b)                                  are funded
substantially in accordance with the governing provisions of such schemes and
all laws applicable thereto with any shortfall in funding advised by actuaries
of recognised standing being rectified in accordance with such governing
procedures and applicable laws except where the failure to do so is not
reasonably likely to result in a Material Adverse Effect.


 


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25.14                 Regulation U


 


The Parent shall ensure
that on each Utilisation Date, less
than 25 per cent. of the value (as determined by any reasonable method) of the
assets of the Group taken as a whole will constitute Margin Stock (as defined
in Regulation U referred to below).  The
Parent shall ensure that no Advance will be used to purchase or carry any
Margin Stock and neither the making of any Advance nor the use of the proceeds
of it will violate or be inconsistent with the provisions of Regulations T, U or
X of the Board of Governors of the Federal Reserve System of the United States.


 


25.15                 Ownership of Subsidiaries


 


(a)                                  Notwithstanding
anything to the contrary contained in this Agreement, (i) the Parent shall at
all times own directly or indirectly (through one or more Wholly-Owned
Subsidiaries that are Obligors) 100 per cent. of the share capital of the
Borrower and (ii) the Borrower shall at all times own directly or indirectly
(through one or more Wholly-Owned U.S. Subsidiaries) 100 per cent. of the capital
stock of CEXP.


 


(b)                                  The Parent and the
Borrower shall at all times own, directly or indirectly, 100 per cent. of the
share capital or other Equity Interests of each of their respective
Subsidiaries except to the extent:


 


(i)                                    with respect to Non-U.S. Subsidiaries, directors’ qualifying shares
and other nominal amounts of shares required by applicable law to be held by
persons (other than directors) are issued from time to time (so long as the
respective Subsidiary continues to constitute a Wholly-Owned Subsidiary of the
Parent);


 


(ii)                                100 per cent. of the share capital of any such Subsidiary is sold,
transferred or otherwise disposed of pursuant to a transaction permitted by
Clause 26.2 (Consolidation, Merger, Purchase
or Sale of Assets, etc.);


 


(iii)                            less than 100 per cent. of the share capital or other Equity
Interests are acquired in the respective Subsidiary pursuant to a Permitted
Acquisition which meets the criteria specified in the definition of Permitted
Acquisition and Permitted Acquisition Conditions; or


 


(iv)                               set forth on Part VII of Schedule 10 (Existing Investments).


 


(c)                                  One or more Obligors
shall at all times directly own 100 per cent. of the outstanding capital of
each Receivables Subsidiary.


 


25.16                 Financial Assistance and
Fraudulent Conveyance


 


The Parent will ensure that all payments and provision of guarantees,
security and other assistance by and between members of the Group have been and
will be made in compliance with applicable local laws and regulations
concerning fraudulent conveyance, financial assistance by a company for the
acquisition of or subscription for its own shares or the shares of its parent
or any other company or concerning the protection of shareholders’ capital.


 


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25.17                 Tax Consolidation


 


The Parent will procure that the Borrower and each of its subsidiaries
organised under the laws of the United States of America shall be included in a
group that files a U.S. federal consolidated income tax return as soon as practicable
if it has not already done so as at the Initial Borrowing Date.


 


26.                               NEGATIVE
UNDERTAKINGS


 


26.1                        Liens


 


Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) to, create or
permit to exist any Lien upon or with respect to any of its respective property
or assets, whether now owned or hereafter acquired other than the following
(Liens described below are herein referred to as “Permitted Liens”):


 


(a)                                  inchoate Liens for
taxes, assessments or governmental charges or levies on its property if the
same shall not at the time be delinquent or thereafter can be paid without
penalty, or are being contested in good faith and by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books;


 


(b)                                  Liens imposed by law
and other similar Liens arising in the ordinary course of business which (i)
secure the payment of obligations not more than 90 days past due, (ii) are
being contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books or
(iii) in aggregate are immaterial;


 


(c)                                  encumbrances or
charges against Real Property as are of a nature generally existing with
respect to properties of a similar character and which do not in any material
way affect or interfere with the use thereof in the business of such Obligor or
such Subsidiaries;


 


(d)                                  Liens existing on the
date hereof which (i) are described in Part I of Schedule 10 (Existing Liens) or (ii) secure Capitalised
Lease Obligations described in Part I of Schedule 10 (Existing Liens), to the extent consisting
of lessors’ rights in property subject to Capitalised Leases, which Liens may
not be renewed, extended or granted to secure refunding or refinancing
Indebtedness, except (x) for renewals, extensions, refundings or refinancings
of Third Party Existing Indebtedness effected pursuant to Clause 26.4(b) (Indebtedness) and (y) so long as the
principal amount of the Indebtedness secured is not increased as a result of
such renewal, extension, refunding, or refinancing and the Liens do not extend
to property or assets not originally subject to the Liens securing the
respective issue of Third Party Existing Indebtedness as originally permitted
pursuant to this paragraph (d);


 


(e)                                  Liens created
pursuant to the Finance Documents;


 


(f)                                    Liens in or upon
Receivables Facility Assets sold or otherwise transferred pursuant to a
Permitted Receivables Transaction;


 


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(g)                                 licenses,
sublicenses, leases or subleases granted to other persons in the ordinary
course of business not materially interfering with the conduct of the business
of the Parent and its Subsidiaries taken as a whole;


 


(h)                                 Liens upon assets of
the Parent and its Subsidiaries subject to Capitalised Lease Obligations to the
extent permitted by Clause 26.4(c) (Indebtedness),
provided that (i) such Liens only serve to secure the payment of Indebtedness
arising under such Capitalised Lease Obligation and (ii) the Lien encumbering
the asset giving rise to the Capitalised Lease Obligation does not encumber any
other asset (other than proceeds thereof) of the Parent or any Subsidiary of
the Parent;


 


(i)                                    Liens placed upon
assets used in the ordinary course of business of the Parent or any of its
Subsidiaries (other than any Receivables Subsidiary) (i) at the time of
acquisition thereof by the Parent or any such Subsidiary or within 120 days
thereafter in the case of property other than Real Property and (ii) within 180
days after the completion of the construction or substantial improvements in
the case of Real Property, in each case to secure Indebtedness incurred
pursuant to Clause 26.4(c) (Indebtedness)
to pay all or a portion of the purchase price thereof or the cost of the
substantial improvements thereto, provided that, in all events, the Lien
encumbering the assets so acquired does not encumber any other asset (other
than proceeds thereof) of the Parent or such Subsidiary;


 


(j)                                    Liens arising from
precautionary UCC financing statement filings regarding operating leases
entered into by the Parent or any of its Subsidiaries (other than any
Receivables Subsidiary) in the ordinary course of business;


 


(k)                                Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the
sale of goods entered into by the Parent or any of its Subsidiaries in the
ordinary course of business in accordance with the past practices of the Parent
and its Subsidiaries prior to the Initial Borrowing Date;


 


(l)                                    Liens on assets of
any Subsidiary of the Parent acquired as a result of a Permitted Acquisition
and securing only Permitted Acquired Debt of such Subsidiary;


 


(m)                              Liens which may be
deemed to exist as a result of the consummation of one or more sale-leaseback
transactions effected in accordance with the requirements of paragraph (c) of
Clause 26.2 (Consolidation, Merger, Purchase
or Sale of Assets, etc.);


 


(n)                                 Liens arising out of
the existence of judgments or awards not constituting an Event of Default under
Clause 28.8 (Execution or Distress),
provided that no cash or property is deposited or delivered to secure
the respective judgment or award (or any appeal bond in respect thereof), except
as permitted by the following paragraph (o);


 


(o)                                  Liens (other than any
Lien imposed by ERISA) (i) incurred or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance, old
age pensions and other types of social security, (ii) to secure the performance
of tenders, statutory obligations (other than excise taxes), surety, stay,
customs and appeal bonds, statutory bonds, bids, leases, government contracts,
trade contracts, utility payments, performance and return of money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed
money) or (iii) arising by virtue of deposits made in the ordinary course of
business 


 


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and consistent with past practice to secure
the performance by the Parent and its Subsidiaries of obligations arising under
leases of Real Property, provided that the aggregate amount of deposits
at any time pursuant to sub-paragraph (ii) and sub-paragraph (iii) shall not
exceed €10,000,000 (or its equivalent in other currencies) in the aggregate;


 


(p)                                  bankers’ liens,
rights of setoff and other similar liens existing solely with respect to cash
and Cash Equivalents on deposit in one or more of the accounts described below,
in each case granted in the ordinary course of business in favour of the bank
or banks with which the accounts are maintained, securing amounts owing to such
bank with respect to cash management and operating account arrangements,
including those involving pooled accounts and netting arrangements; and


 


(q)                                  Liens not otherwise
permitted by the foregoing clauses (a) through (p) to the extent attaching to
properties and assets (but not Equity Interests in any person) with an
aggregate fair value not in excess of, and securing liabilities not in excess
of, €35,000,000 (or its equivalent other currencies) in the aggregate at any
time outstanding.


 


In connection
with the granting of Liens of the type described in paragraphs (d), (f), (h),
(i), (k), (l), (m) and (q) of this Clause 26.1 by the Parent or any of its
Subsidiaries, the Agent and the Security Trustee shall be authorised, at the
request of the Parent or the Borrower, to take any actions deemed appropriate
by it in connection therewith (including, without limitation, by executing
appropriate lien releases or lien subordination agreements in favour of the
holder or holders of such Liens, in either case solely with respect to the
assets subject to such Liens).


 


26.2                        Consolidation,
Merger, Purchase or Sale of Assets, etc.


 


Each Obligor will not, and will not permit any of its Subsidiaries to
enter into any transaction of merger or consolidation, or convey, sell, lease
or otherwise dispose of (or agree to do any of the foregoing at any future
time) all or any part of its property or assets, or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment and
intangible assets in the ordinary course of business) of any person, except
that:


 


(a)                                  save in respect of
any sales, leases or disposals described in paragraph (c)(iii) below, this
Clause 26.2 does not apply to a member of the CEAL Group to which the CEAL
Exception Conditions apply;


 


(b)                                  Capital Expenditures
by the Parent and its Subsidiaries (other than any Receivables Subsidiary)
shall be permitted to the extent permitted by Clause 24.1 (Capital Expenditures);


 


(c)                                  each of the Parent
and its Subsidiaries (other than any Receivables Subsidiary) may:


 


(i)                                    in the ordinary course of business, sell, lease or otherwise dispose
of any equipment which, in the reasonable judgment of such person, is obsolete,
worn out or otherwise no longer used or useful in the conduct of such person’s
business;


 


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(ii)                                so long as no Default or Event of Default then exists or would
result therefrom, sell, lease or otherwise dispose of any other assets (other
than the assets described in sub-paragraph (iii) below), provided that:


 


(A)                               Fair Market
Value:  each such sale, lease or disposition shall be
in an arm’s-length transaction and for Fair Market Value;


 


(B)                               75% Cash
Payment:  excluding asset sales the Fair Market Value
of which, in the aggregate, does not exceed €5,000,000 (or equivalent in other
currencies) in any fiscal year of the Parent, at least 75 per cent. of the
consideration for all assets sold, leased or otherwise disposed of pursuant to
this sub-paragraph (ii) shall be in the form of cash and paid at the time of
closing of such sale, lease or other disposition; and


 


(C)                               Cap Net Sale
Proceeds:  the aggregate Net Sale Proceeds of all assets
subject to sales or other dispositions pursuant to this sub-paragraph (ii) (for
purposes of this proviso only, excluding asset sales or other dispositions
where the Net Sale Proceeds therefrom are less than €500,000 (or its equivalent
in other currencies)) shall not exceed (x) in the event the Consolidated
Leverage Ratio is greater than 3.75:1.00, €15,000,000 (or its equivalent in
other currencies) in aggregate in any fiscal year of the Parent and (y) in the
event the Consolidated Leverage Ratio is less than or equal to 3.75:1.00,
€50,000,000 (or its equivalent in other currencies) in aggregate in any fiscal
year of the Parent,


 


provided further, that in addition to the
above sales, leases and dispositions, the Parent and its Subsidiaries shall be
permitted to effect one or more additional sales or assets so long as (aa) each
such sale shall be on an arm’s-length transaction and for Fair Market Value,
(bb) at least 90 per cent. of the consideration for all such additional assets
sold shall be in the form of cash paid at the time of closing of the respective
sale and (cc) the aggregate gross sale proceeds of all such additional assets
sold after the Initial Borrowing Date shall not exceed €50,000,000 (or
equivalent in other currencies) in aggregate;


 


(iii)                            so long as no Default or Event of Default then exists or would
result therefrom, sell, lease or otherwise dispose of CEAL or all or
substantially all of the assets of the CEAL Group, provided that:


 


(A)                               Fair Market
Value:  any such sale, lease or disposition shall be
in an arm’s-length transaction and for Fair Market Value;


 


(B)                               75% Cash
Payment:  at least 75 per cent. of the consideration
for all assets sold, leased or otherwise disposed of pursuant to this
sub-paragraph (iii) shall be in the form of cash and paid at the time of
closing of such sale, lease or other disposition; and


 


(C)                               Consolidated
Leverage Ratio: the Consolidated Leverage Ratio as set out in
Clause 24.2(c) (Maximum Consolidated
Leverage Ratio) shall, at the time of such sale, lease and/or
disposition be complied with on a Pro Forma Basis.


 


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provided further that no sale-leaseback
transactions shall be permitted to be made pursuant to the foregoing provisions
of this paragraph (c);


 


(d)                                  Investments may be
made to the extent permitted by Clause 26.5 (Advances,
Investments and Loans);


 


(e)                                  each of the Parent
and its Subsidiaries (other than any Receivables Subsidiary) may lease (as
lessee) real or personal property in the ordinary course of business (so long
as any such lease does not create a Capitalised Lease Obligation except to the
extent permitted by Clause 26.4) (Indebtedness);


 


(f)                                    each of the Parent
and its Subsidiaries (other than any Receivables Subsidiary) may make sales or
transfers of inventory in the ordinary course of business;


 


(g)                                 each of the Parent
and its Subsidiaries (other than any Receivables Subsidiary) may sell or
discount, in each case without recourse and in the ordinary course of business,
overdue accounts receivable arising in the ordinary course of business, but
only in connection with the compromise or collection thereof consistent with
customary practice (and not as part of any bulk sale or financing of
receivables);


 


(h)                                 transfers of
condemned property to the respective governmental authority or agency that has
condemned same (whether by deed in lieu of condemnation or otherwise), and
transfers of properties that have been subject to a casualty to the respective
insurer of such property as part of an insurance settlement, shall be
permitted;


 


(i)                                    each of the Parent
and its Subsidiaries may license, sublicense or transfer software, trademarks
and other intellectual property which (i) do not materially interfere with the
business of the Parent and its Subsidiaries taken as a whole and (ii) could not
reasonably be expected to have a Material Adverse Effect;


 


(j)                                    so long as no Default
or Event of Default exists at the time of the respective transfer of assets or
immediately after giving effect thereto, (i) the Parent and its Subsidiaries
may transfer assets to the Parent or the Borrower or any Wholly-Owned
Subsidiary of either of them which is a Qualified Obligor at such time, (ii) in
the ordinary course of its business and consistent with past practice, the
Parent and its Subsidiaries may transfer inventory and equipment to
Wholly-Owned Subsidiaries of the Parent or the Borrower which are not Qualified
Obligors and which are not inactive Non-Material Subsidiaries and (iii) any
Wholly-Owned Subsidiary of the Parent or the Borrower which is neither a
Guarantor nor an inactive Non-Material Subsidiary may transfer assets to any
other Wholly-Owned Subsidiary of the Parent which is neither a Guarantor nor an
inactive Non-Material Subsidiary, in each case so long as (x) if the respective
transfer is being made to any Obligor, all actions needed to maintain the
perfection and priority of the security interests, if any, of the Lenders in
the assets so transferred are taken at the time of the respective transfer and
(y) the Parent reasonably determines that the transfer is not reasonably likely
to be adverse to the Lenders in any material respect, provided always that in
all cases, no such transfer shall result in the reduction in the value of the
Security subject to the Security Documents as at the Initial Borrowing Date
and/or would have a Material Adverse Effect;


 


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(k)                                so long as no Default
or Event of Default exists at the time of the respective transfer of assets or
immediately after giving effect thereto, (i) any Non-U.S. Subsidiary of the
Parent which is a Wholly-Owned Subsidiary of the Parent may merge with or into
the Parent or any other Non-U.S. Subsidiary of the Parent which is also a
Wholly-Owned Subsidiary of the Parent and is a Qualified Guarantor at such time
(so long as (A) in the case of any such merger with or into the Parent, the
Parent is the survivor of such merger and (B) in the case of any other such
merger, the survivor is a Wholly-Owned Subsidiary of the Parent which is a
Qualified Guarantor), (ii) any Wholly-Owned U.S. Subsidiary of the Parent may
be merged into the Borrower (as long as the Borrower is the surviving
corporation of such merger as a Wholly-Owned Subsidiary of the Parent) or any
other Wholly-Owned U.S. Subsidiary of the Borrower which is a Qualified
Guarantor at such time (so long as the surviving company of such merger remains
a Wholly-Owned U.S. Subsidiary of the Borrower which is a Qualified Guarantor)
and (iii) any Non-Guarantor Subsidiary may merge with or into any other
Non-Guarantor Subsidiary, provided always that in all cases, no such transfer
shall result in the reduction in the value of the Security subject to the
Security Documents as at the Initial Borrowing Date and/or would have a
Material Adverse Effect;


 


(l)                                    in addition to
transfers permitted above, and so long as no Default or Event of Default exists
at the time of the respective transfer or immediately after giving effect
thereto, the Obligors shall be permitted to transfer assets (other than cash,
Cash Equivalents and Equity Interests in any Obligor) to the Parent or other
Subsidiaries of the Parent so long as cash in an amount at least equal to the
Fair Market Value of the assets so transferred is received by the respective
transferor, provided always that in all cases, no such transfer shall result in
the reduction of the value of the Security subject to the Security Documents as
at the Initial Borrowing Date and/or would have a Material Adverse Effect;


 


(m)                              so long as no Default
or Event of Default then exists (and would not exist immediately after giving
effect thereto), the Parent shall be permitted to repurchase Equity Interests
in Subsidiaries of the Parent which are not Wholly-Owned Subsidiaries of the
Parent (before giving effect to the respective purchase) at prices not to
exceed the Fair Market Value thereof, provided that, (i) after giving
effect to each purchase pursuant to this paragraph (m), the financial covenants
in Clause 24 (Financial Condition)
are in compliance on a Pro Forma Basis and (ii) at the date of the declaration
of each purchase (and if such purchase is consummated within 30 days of such declaration)
pursuant to this paragraph (m), the Borrower shall have Available Liquidity of
at least €50,000,000;


 


(n)                                 inactive Non-Material
Subsidiaries of the Borrower or the Parent (excluding in any event the
Borrower) may be liquidated from time to time, so long as the Parent or the
Borrower, as the case may be, determines that such liquidation is not
reasonably likely to be adverse in any material respect (including, without
limitation, as a result of any assumption of liabilities) to the Parent or the
Borrower;


 


(o)                                  sales, contributions
and other transfers by the Receivables Sellers of Receivables Facility Assets
to the respective Receivables Subsidiary and sales and other transfers of
Receivables Facility Assets by a Receivables Subsidiary to one or more purchasers
pursuant to the respective Permitted Receivables Facility, and purchases and
acquisitions of Receivables Facility Assets by the Receivables Subsidiaries, in
each 


 


137





















 


case pursuant to the terms of the respective
Permitted Receivables Facility, shall be permitted;


 


(p)                                  so long as no Default
or Event of Default then exists, and so long as no Default or Event of Default
will exist after giving effect to the respective Permitted Acquisition, the Parent
and its Wholly-Owned Subsidiaries (other than any Receivables Subsidiary) may
from time to time make Permitted Acquisitions, so long as the requirements
contained in the definitions of “Permitted Acquisition” and “Permitted
Acquisition Conditions” are satisfied;


 


(q)                                  to the extent the
Parent or any of its Subsidiaries acquires (but not pursuant to a Permitted
Acquisition) or constructs any Real Property or acquires (but not pursuant to a
Permitted Acquisition) any equipment, in each case after the Initial Borrowing
Date, then (i) in the case of Real Property, within 180 days of the acquisition
thereof (or in the case of Real Property being constructed or upon which
substantial improvements are being made, within 180 days after the completion
of such construction or substantial improvements) and (ii) in the case of
equipment, within 120 days of the acquisition thereof, the Parent or the
respective Subsidiary owning same may sell the respective Real Property or
equipment pursuant to a sale-leaseback transaction so long as (A) there shall
exist no Default or Event of Default (both before and after giving effect
thereto), (B) the sale is on an arm’s-length transaction and for Fair Market
Value, (C) at least 75 per cent. of the aggregate consideration therefor shall
be in the form of cash and is paid at the time of consummation of sale and (D)
to the extent Capitalised Lease Obligations result from the respective
sale-leaseback, such Capitalised Lease Obligations shall be permitted pursuant
to Clause 26.4 (Indebtedness);


 


(r)                                  each of the Parent
and its Subsidiaries may sell or liquidate, in each case for cash at fair
market value (as reasonably determined by the Parent or the respective
Subsidiary), Cash Equivalents;


 


(s)                                  so long as no Default
or Event of Default is then in existence (or shall exist after giving effect
thereto), the Parent and its Subsidiaries may effect one or more Sales In Lieu
of Liquidation in accordance with the definition thereof contained herein; and


 


(t)                                    acquisitions for
value of Senior Subordinated Notes and Senior Subordinated Convertible Bonds
may be made to the extent permitted by Clause 26.8(a)(iv) (Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements).


 


Notwithstanding
anything to the contrary contained above, in no event shall the Parent or any
of its Subsidiaries (x) sell, transfer or dispose of any Equity Interests in
the Borrower or any Subsidiary of the Parent which owns Equity Interests, in
the Borrower or (y) sell any Equity Interests in any other Subsidiary of the
Parent unless, in the case of this clause (y), the respective sale or
disposition meets the requirements of one or more of the paragraphs of this
Clause 26.2 unless all Equity Interests in the respective Subsidiary owned by
Parent and its Subsidiaries are sold pursuant to the respective sale.  Furthermore, the foregoing provisions of this
Clause 26.2 are subject to continued compliance by the Obligors and their
Subsidiaries with the requirements of Clauses 25.2 (Conduct of Business) and 26.13 (Assets and EBITDA Attributable to Qualified Obligors).  To the extent the Instructing Group waive the
provisions of this Clause 26.2 with respect to the sale of any Collateral, or any
Collateral is sold as 


 


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permitted by
this Clause 26.2, such Collateral (unless sold to the Parent or a Subsidiary of
the Parent) shall be sold free and clear of the Liens created by the Security
Documents, and the Agent and Security Trustee shall be authorised to take any
actions deemed appropriate in order to effect the foregoing.


 


26.3                        Restricted Payments


 


Each Obligor will not, and will not permit any of its Subsidiaries to
make any Restricted Payment, except that:


 


(a)                                  any Subsidiary of the
Borrower may pay Dividends to its shareholders, in each case so long as the
Borrower or any Subsidiary of the Borrower which owns an Equity Interest in
such Subsidiary receives a percentage of any such Dividends which is at least
equal to its percentage Equity Interest in the respective Subsidiary paying the
Dividend;


 


(b)                                  any Subsidiary of the
Parent (other than the Borrower and its Subsidiaries if any Default or Event of
Default is then in existence) may declare and pay Dividends or make
distributions to the Parent or a Wholly-Owned Subsidiary of the Parent;


 


(c)                                  payments may be made
from time to time with respect to Affiliate Debt permitted to be incurred and
remain outstanding in accordance with the terms of this Agreement, in each case
so long as (x) the respective payment is permitted to be made in accordance
with the terms of the Intercreditor Deed and (y) other than in the case of
payments made by any Non-U.S. Subsidiary of the Parent (which is not also a Subsidiary
of the Borrower) to the Parent and payments made by any person to the Borrower
(or to any person which then transmits such payments to the Borrower or one or
more other persons who immediately transmit such payments to the Borrower), no
Default or Event of Default then exists (both before and after giving effect to
the respective payment);


 


(d)                                  the Parent may (i)
repurchase the Parent Common Stock and/or options to purchase the Parent Common
Stock held by or (ii) make payments pursuant to equity appreciation rights
agreements to, directors, executive officers, members of management or
employees of the Parent or any of its Subsidiaries upon the death, disability,
retirement or termination of such director, executive officers, member of
management or employee, so long as (A) no Default or Event of Default then
exists or would exist after giving effect thereto and (B) the aggregate amount
of cash expended by the Parent pursuant to this paragraph (d) shall not exceed
€10,000,000 in any fiscal year of the Parent plus the net cash proceeds
of Parent Common Stock sold to directors, executive officers, members of
management or employees of the Parent and its Subsidiaries in such fiscal year;


 


(e)                                  the Parent may pay
regularly accruing Dividends with respect to Parent Preference Shares C through
the issuance of additional shares of Parent Preference Shares C in accordance
with the terms of the Preferred Equity Financing Documents governing same or
from the proceeds (if any) of any Cumulative Excess Cash Flow, provided that at
the date of the declaration of payment of such Dividend (and if such payment is
made within 30 days of such declaration), after giving effect to the payment of
such Dividends, the Borrower shall have Available Liquidity of at least €50,000,000.  For the purposes of this paragraph (e), “Cumulative
Excess Cash Flow”
means, at any 


 


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time, as determined on each Excess Cash Flow
Payment Date the aggregate amount of (i) Excess Cash Flow after applying the
provisions of Clause 13.3 (Application of
Mandatory Prepayments) on such Excess Cash Flow Payment Date and
(ii) the aggregate Excess Cash Flow for each previous Excess Cash Flow Payment
Date not utilised during their respective Excess Cash Flow Payment Period;


 


(f)                                    if any Parent
Preference Shares B are issued after the Initial Borrowing Date in accordance
with the terms of the Parent’s Articles of Association as the terms of the
Parent Preference Shares B thereunder are in effect on the Initial Borrowing
Date or as thereafter amended in a manner no less favorable to the Lenders,
then at any time and from time to time thereafter, so long as no Default or
Event of Default then exists, and so long as no Default or Event of Default
will exist after giving effect to the respective redemption of Parent
Preference Shares B, the Parent may redeem its outstanding Preference Shares B,
at their issue price plus any accrued and unpaid dividends thereon, provided
that at the date of the declaration of the respective redemption of the Parent
Preference Shares B (and if such redemption is consummated within 30 days of
such declaration), after giving effect to the respective redemption, the
Borrower shall have Available Liquidity of at least €50,000,000; and


 


(g)                                 so long as no Default
or Event of Default then exists, and so long as no Default or Event of Default
will exist after giving effect to the respective payment of Dividends, the
Parent may pay, during the first six months of any fiscal year of the Parent
regularly accruing Dividends based on the Parent’s Consolidated Net Income for
the immediately preceding fiscal year:


 


(i)                                    with respect to Parent Preference Shares A (so long as there is no
increase to the number of shares of outstanding Parent Preference Shares A
after the Initial Borrowing Date), in an aggregate amount not to exceed that
amount determined in accordance with the Articles of Association of the Parent
(as in effect on the Initial Borrowing Date or as thereafter amended in a
manner no less favorable to the Lenders) and the resolution of the Executive
Board of the Parent providing for the first issuance of Parent Preference
Shares A, it being understood and agreed that the aggregate amount of Dividends
paid in respect of the Parent Preference Shares A in each fiscal year of the
Parent pursuant to this sub-paragraph (i) shall not exceed €11,200,000 for the
fiscal years ending closest to 31 December 2003 through till 2008, and
thereafter in such amount as calculated in accordance with the Articles of Association
of the Parent (referred to as the “Applicable
Preference Share A Dividend”) provided that
to the extent the aggregate amount of Dividends paid pursuant to this
sub-paragraph (i) are less than the Applicable Preference Share A Dividend in
any fiscal year of the Parent (beginning with fiscal year 2006), the difference
between the amount paid in such fiscal year and the Applicable Preference Share
A Dividend, may be carried forward and used to pay Dividends in respect of the
Parent Preference Shares A in succeeding fiscal years;


 


(ii)                                with respect to Parent Preference Shares B, if any, issued after the
Initial Borrowing Date in accordance with the terms of the Parent’s Articles of
Association as the terms of such Parent Preference Shares B thereunder are in
effect on the Initial Borrowing Date or as thereafter amended in a manner no
less favorable to the Lenders, in amounts determined in accordance with the
Articles of Association of the Parent (as in effect on the Initial Borrowing 


 


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Date or as
thereafter amended in a manner no less favorable to the Lenders); and


 


(iii)                            with respect to Parent Common Stock, provided that the
aggregate amount of all Dividends paid during any fiscal year of the Parent pursuant
to this sub-paragraph (iii) shall not exceed 35 per cent. of the Consolidated
Net Income Available to Common (calculated before deducting any non-cash
exceptionals accrued during such period) for the immediately preceding fiscal
year,


 


provided further, that (A) in the case of each of
foregoing sub-paragraphs (i), (ii) and (iii) (including the provisos thereto),
at the date of the declaration of the payment of such Dividends (and if such
payment is made within 30 days of such declaration), after giving effect to the
payment of such Dividends, the Borrower shall have Available Liquidity of at
least €50,000,000 and (B) in the case of the foregoing sub-paragraph (iii)
(including the provisos thereto), after giving effect to the respective payment
of Dividends, the Consolidated Leverage Ratio shall be less than or equal to
3.75:1:00.


 


Notwithstanding anything to
the contrary contained above, in the case of Dividends to be paid at any time
pursuant to this paragraph (g), if on the date the payment and amount of the
respective Dividends are announced, so long as the respective announcement is
made within 90 days prior to the payment of the respective Dividends, no
Default or Event of Default then exists, and no Default or Event of Default
would exist if Dividends in the respective amount announced (when added to any
other amounts of Dividends announced but not yet paid) were paid on such date
(including, without limitation, pursuant to Clause 24.2(c) (Maximum Consolidated Leverage Ratio) after
giving effect to the incurrence of any Indebtedness needed to finance same) and
so long as the amount of Dividends to be paid complies with the requirements of
this paragraph (g), as the case may be, and so long as the Available Liquidity
requirements sets forth in said paragraphs would be satisfied if the Dividends
so announced (when added to any other amounts of Dividends announced but not
yet paid) were actually paid on the date of the respective announcement (after
giving effect thereto), then the respective Dividends (in the aggregate amounts
so announced) may be paid within 90 days after such announcement, so long as no
Default or Event of Default then exists or would exist after giving effect to
the payment of such Dividends, notwithstanding the failure to satisfy the
Available Liquidity requirements on the date the respective Dividends are
actually paid.


 


The foregoing provisions of this Clause 26.3 shall in no event restrict
or limit the ability of any Obligor to make payments owing by them pursuant to
the terms of any Finance Document.


 


26.4                        Indebtedness


 


Each Obligor will not, and will not permit any of its Subsidiaries (other than a
member of the CEAL Group to which the CEAL Exception Conditions apply (save in
respect of paragraph (q) below)) to, contract, create, incur, assume or suffer
to exist any Indebtedness, except:


 


(a)                                  Indebtedness incurred
pursuant to this Agreement and the other Finance Documents;


 


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(b)                                  Existing Indebtedness
outstanding on the Initial Borrowing Date, without giving effect to any
subsequent extension, renewal or refinancing thereof, except that the
Third Party Existing Indebtedness as set out in Section A of Part II of Schedule 10
(Existing Indebtedness) may be
Refinanced, or successively Refinanced, through one or more issues of Permitted
Refinancing Indebtedness;


 


(c)                                  Indebtedness
(including, without limitation, Indebtedness of such persons evidenced by
Capitalised Lease Obligations entered into in accordance with the relevant
requirements of Clause 26.8 (Limitation on
Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-laws and Certain Other Agreements; etc.),
Indebtedness of such persons of the type described in Clause 26.1(i) (Liens), Permitted Acquired Debt and Seller
Debt and such other Indebtedness as is incurred pursuant to this paragraph (c))
of (i) the Parent, the Borrower and one or more Qualified Guarantors or (ii) in
the case of Permitted Acquired Debt only, the respective Subsidiary or
Subsidiaries acquired pursuant to such Permitted Acquisition, provided that:


 


(A)                               no Default or Event of Default shall
exist at the time of the incurrence of such Indebtedness and immediately after
giving effect thereto; and


 


(B)                               the aggregate principal amount of
Indebtedness at any time outstanding pursuant to this paragraph (c) does not
exceed €160,000,000 (or its equivalent in other currencies), of which no more
than €60,000,000 (or its equivalent in other currencies) shall at any time
outstanding constitute Indebtedness other than Permitted Subordinated
Indebtedness, with the balance required at all times to constitute Permitted
Subordinated Indebtedness;


 


(d)                                  Indebtedness under
non-speculative Other Interest Hedging Agreements;


 


(e)                                  Indebtedness of any
Guarantor owed to the Parent or any other Subsidiary of the Parent (not an
inactive Material Subsidiary), provided that (i) any such Indebtedness
(unless owed to the Borrower) shall be subordinated as, and to the extent,
required by the last sentence of this Clause 26.4 and (ii) at the first time that
any person other than the Parent or any Subsidiary of the Parent (not an
inactive Material Subsidiary) owns or holds any such Indebtedness or any person
other than the Borrower or (other than in the case of Indebtedness owed by the
Borrower) any Qualified Obligor holds a Lien in respect of such Indebtedness,
the debtor of such Indebtedness shall be deemed to have incurred at such time
Indebtedness not permitted by this paragraph (e);


 


(f)                                    Indebtedness of any
Subsidiary of the Parent which is not a Guarantor owed to the Parent or any
other Subsidiary of the Parent, provided that (i) any such
Indebtedness owed to any Qualified Obligor shall (except as otherwise provided
in the Intercreditor Deed) be unsubordinated and (ii) at the first time
that any person other than the Parent or any Subsidiary thereof owns or holds
any such Indebtedness or any person (other than the Borrower or any Qualified
Obligor) holds a Lien in respect of such Indebtedness, the respective debtor
shall be deemed to have incurred at such time Indebtedness not permitted by
this paragraph (f);


 


(g)                                 in addition to any
Indebtedness permitted by paragraph (f) above, Indebtedness of the Parent or
any Wholly-Owned Subsidiary of the Parent to the Parent or another Wholly-Owned
Subsidiary of the Parent constituting the purchase price in respect of


 


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intercompany transfers of assets made in the
ordinary course of business to the extent not constituting Indebtedness for
borrowed money;


 


(h)                                 Indebtedness
evidenced by Other Currency/Commodities Hedging Agreements entered into
pursuant to Clause 26.5(e) (Advances,
Investments and Loans);


 


(i)                                    Indebtedness of the
Parent and its Subsidiaries under performance bonds, documentary credit
obligations to provide security for workers’ compensation claims and bank
overdrafts, in each case incurred in the ordinary course of business, provided
that any obligations arising in connection with such bank overdraft
Indebtedness is extinguished within five Business Days;


 


(j)                                    Indebtedness incurred
by the Parent or any of its Subsidiaries arising from agreements providing for
indemnification related to sales of goods or adjustment of purchase price or
similar obligations in any case incurred in connection with the disposition of
any business, assets or Subsidiary of the Parent;


 


(k)                                accounts payable to
vendors for goods and services obtained in the normal course of business and
under customary terms and conditions;


 


(l)                                    Indebtedness of the
Borrower, and subordinated guarantees thereof by the Parent and the Guarantors,
under the Senior Subordinated Notes, the other Senior Subordinated Note
Documents, the Senior Subordinated Convertible Bonds and the other Senior
Subordinated Convertible Bond Documents in an aggregate principal amount not to
exceed $350,000,000 and €114,819,000 (as (x) increased, as a result of the
issuance of any additional Senior Subordinated Notes to pay-in-kind any
regularly accruing interest on any outstanding Senior Subordinated Notes (or
any Permitted Refinancing Indebtedness, other than the Senior Subordinated
Notes, issued to refinance same) in accordance with the terms applicable to the
Senior Subordinated Notes and (y) reduced by any repayments of principal
thereof except for any such repayments to the extent made as a result of the
issuance of refinancing Senior Subordinated Notes in accordance with the
definition of Senior Subordinated Notes contained herein);


 


(m)                              Indebtedness which
may be deemed to exist pursuant to one or more Permitted Receivables
Transactions;


 


(n)                                 obligations incurred
in the ordinary course of business in respect of bank overdrafts and with
respect to cash management and operating account arrangements, provided that
such arrangements are not the functional equivalent of extensions of
Indebtedness for borrowed money;


 


(o)                                  additional unsecured
Indebtedness of the Parent or the Borrower consisting of (x) unsecured
guarantees by the Parent or the Borrower of obligations (which guaranteed
obligations do not themselves constitute Indebtedness) of one or more
Wholly-Owned Subsidiaries of the respective guarantor that are themselves
Qualified Obligors, and (y) unsecured guarantees by the Parent or the Borrower
of leases pursuant to which one or more Wholly-Owned Subsidiaries of the respective
guarantors that are themselves Qualified Obligors are the respective lessee;


 


(p)                                  unsecured
Indebtedness of Subsidiaries of the Parent (which are not Subsidiaries of the
Borrower) incurred from local banks which are supported by one or more 


 


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Documentary Credit, provided that
Indebtedness shall be permitted to be incurred, and remain outstanding,
pursuant to this paragraph (p) only to the extent that the aggregate
outstanding principal amount thereof is at all times supported by a Documentary
Credit issued pursuant to this Agreement with a face amount equal to or greater
than the principal amount of the Indebtedness outstanding pursuant to this
paragraph (p); and


 


(q)                                  Indebtedness incurred
by the members of the CEAL Group for the purposes of the day-to-day running of
its business provided that:


 


(i)                                    no Default or Event of Default shall exist at the time of the
incurrence of each Indebtedness and immediately after giving effect thereto;


 


(ii)                                the Parent and its Subsidiaries will be in compliance with Clause 24
(Financial Condition) on a Pro
Forma Basis after giving effect to each incurrence of such Indebtedness; and


 


(iii)                            the ratio of consolidated total net debt to consolidated EBITDA of
the CEAL Group shall not be equal to or greater than 2.00:1.00, both before and
after the incurrence of such Indebtedness.


 


Notwithstanding anything to the contrary contained above or elsewhere in
this Agreement, (y) in no event shall the Parent or the Borrower permit any
Subsidiary of the Parent other than the Borrower or any Qualified Guarantor to
incur any Indebtedness or any other obligation having any element of recourse
to any Obligor or to any of its assets or property and (z) Affiliate Debt
(excluding only Affiliate Debt where each obligee and obligor (including any
guarantors) thereof are Subsidiaries of the Parent none of which are Obligors)
shall only be permitted to be incurred and to remain outstanding if each
obligee and each obligor (including any guarantors) with respect to such
Affiliate Debt shall have become parties to the Intercreditor Deed in
accordance with the terms thereof.


 


26.5                        Advances, Investments
and Loans


 


Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) to, directly or
indirectly, lend money or credit or make advances to any person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other person (all of the foregoing, “Investments”), except that the following
shall be permitted:


 


(a)                                  the Parent and its
Subsidiaries may acquire and hold accounts receivables arising in the ordinary
course of business and owing to any of them;


 


(b)                                  the Parent and its
Subsidiaries may acquire and hold Cash Equivalents, provided that at any
time there are Revolving Facility Outstandings and/or Swingline Facility
Outstandings, the aggregate amount of Cash Equivalents permitted to be held by
Parent and its Subsidiaries shall not exceed €50,000,000 (or its equivalent in
other currencies) for any period of five (5) consecutive Business Days;


 


(c)                                  the Parent and its
Subsidiaries may make loans and advances in the ordinary course of business to
their respective employees so long as the aggregate principal amount 


 


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thereof at any time outstanding (determined
without regard to any write-downs or write-offs of such loans and advances)
shall not exceed €10,000,000 (or its equivalent in other currencies);


 


(d)                                  the Parent and its
Subsidiaries may enter into Other Interest Hedging Agreements to the extent
permitted in Clause 26.4(d) (Indebtedness);


 


(e)                                  the Parent and its
Subsidiaries may enter into and perform their obligations under Other
Currency/Commodity Hedging Agreements entered into in the ordinary course of
business so long as any such Other Currency/Commodity Hedging Agreement is not
speculative in nature and is (i) related to income derived from foreign sales
or operations of the Parent or any Subsidiary or otherwise related to purchases
permitted hereunder from foreign suppliers, (ii) entered into to protect the
Parent and/or its Subsidiaries against fluctuations in the prices of raw materials
used in their businesses or (iii) entered into to protect the Group’s exposure
to adverse movements in foreign exchange in relation to the Facilities and any
Permitted Subordinated Indebtedness;


 


(f)                                    loans may be made as
expressly permitted by paragraphs (e) and (f) of Clause 26.4 (Indebtedness);


 


(g)                                 the Parent and its
Subsidiaries may (i) sell or transfer assets to the extent permitted by Clause
26.2 (Consolidation, Merger, Purchase or
Sale of Assets, etc.), and may acquire non-cash consideration in respect
thereof to the extent permitted by Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.) and
(ii) repurchase Equity Interests in certain of its Subsidiaries to the extent
expressly permitted pursuant to Clause 26.2(m) (Consolidation, Merger, Purchase or Sale of Assets, etc.);


 


(h)                                 the Parent may effect
Permitted Acquisitions in accordance with the requirements of Clause 26.2(p) (Consolidation, Merger, Purchase or Sale of Assets,
etc.) and an amount equal to the cash consideration therefor may be
contributed, loaned or advanced to, or invested in, the respective person
(which must be the Parent or a Wholly-Owned Subsidiary thereof) making such
Permitted Acquisition by the Parent or any of its Wholly-Owned Subsidiaries so
long as all amounts so invested are in fact used within ten days of the
respective payment to pay such consideration owing in connection with the
respective Permitted Acquisition (or if not so used, are returned to the Parent
or its respective Wholly-Owned Subsidiary at the end of such five-day period);


 


(i)                                    Investments
consisting of guarantees in existence on the Initial Borrowing Date as
disclosed in Clause 26.4 (Indebtedness)
or arising thereafter as a result of guarantees permitted pursuant to Clause
26.4 (Indebtedness);


 


(j)                                    the Parent and its
Subsidiaries may, in the ordinary course of business, acquire and own
investments (including debt obligations) received in connection with the
bankruptcy or reorganisation of, or in settlement of delinquent obligations of,
their suppliers and customers;


 


(k)                                in addition to
Investments otherwise permitted above, the Parent and its Subsidiaries may hold
(i) their interests in their respective Subsidiaries and (ii) Investments as
are in effect on the Initial Borrowing Date which are set out in Part VII of Schedule 10
(Existing Investments);


 


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(l)                                    (i) the Parent and
the Qualified Obligors may make cash common equity contributions to the capital
of Wholly-Owned Subsidiaries of the Parent which are also Qualified Obligors, provided
that in the event that any Qualified Obligor in which an investment is made
pursuant to this paragraph (l) ceases to constitute a Wholly-Owned Subsidiary
of the Parent which is a Qualified Obligor, any remaining Investment therein by
the Parent or any of its Subsidiaries will be required to be independently
justified under another clause of this Clause 26.5 and (ii) Wholly-Owned
Subsidiaries may make cash equity investments (including, for this purpose,
preferred equity investments) in Non-Guarantor Subsidiaries (A) to the extent
all proceeds of such equity investment are immediately thereafter used by such
Non-Guarantor Subsidiary to repay in cash outstanding Intercompany Loans in a
like amount previously made by a Qualified Obligor (and otherwise permitted
hereunder) to such Non-Guarantor Subsidiary and (B) so long as any Equity
Interest issued as consideration for such equity investment is promptly pledged
to the Security Trustee for the benefit of the Finance Parties to the extent
required by Clause 25.7 (Additional Security
and Further Assurances) or
any Security Document;


 


(m)                              Non-Guarantor
Subsidiaries may make cash common equity contributions to the capital of other
Non-Guarantor Subsidiaries, provided that in the event that any
Non-Guarantor Subsidiary which has received a common equity contribution
pursuant to this paragraph (m) ceases to constitute a Subsidiary of the Parent,
any remaining Investment therein by the Parent or any of its Subsidiaries will
be required to be independently justified under another clause of this Clause
26.5; and


 


(n)                                 so long as no Default
or Event of Default then exists or would exist after giving effect thereto, the
Parent and its Subsidiaries may make additional Investments (which remain
outstanding on any date of determination) (i) in the event that the
Consolidated Leverage Ratio is greater than 3.75:1.00, not exceeding in
aggregate €15,000,000 (or its equivalent in other currencies) and (ii) in the
event the Consolidated Leverage Ratio is less than or equal to 3.75:1.00, not
exceeding in aggregate €40,000,000 (or its equivalent in other currencies),
(and will remain so after the making of each Investment made pursuant to this
proviso), it being understood and agreed that, at any time (ii) above is not
applicable, Investments made pursuant thereto shall be permitted to remain outstanding,
but shall be taken into account in determining whether additional Investments
may be made pursuant to this paragraph (n) (without the benefits of (ii)
above)).


 


26.6                        Transactions with
Affiliates


 


Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) to, enter into any
transaction or series of related transactions, with any Affiliate of the Parent
or any of its Subsidiaries, other than in the ordinary course of business and
on terms and conditions substantially as favorable to the Parent or such
Subsidiary as would reasonably be obtained by the Parent or such Subsidiary at
that time in a comparable arm’s-length transaction with a person other than an
Affiliate, except that:


 


(a)                                  Restricted Payments may be paid to the
extent provided in Clause 26.3 (Restricted
Payments);


 


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(b)                                 loans may be made and other transactions
may be entered into between the Parent and its Subsidiaries to the extent
expressly permitted by Clauses 26.2 (Consolidation,
Merger, Purchase or Sale of Assets, etc.), 26.4 (Indebtedness) and 26.5 (Advances, Investments and Loans);


 


(c)                                  customary fees may be paid to directors
of the Parent and its Subsidiaries;


 


(d)                                 the Parent and its Subsidiaries may enter
into employment arrangements with respect to the procurement of services of
their respective officers and employees in the ordinary course of business,
including executive compensation arrangements;


 


(e)                                  the Transaction shall be permitted;


 


(f)                                    the Parent and its Subsidiaries may enter
into the transactions contemplated by the Permitted Receivables Facility
Documentation;


 


(g)                                 the Parent and its Subsidiaries may enter
into Tax Sharing Agreements; and


 


(h)                                 the Parent may issue Parent Preference
Shares B to the Permitted Holder thereof in accordance with the terms of the
Parent’s Articles of Association as the terms of the Parent Preference Shares B
thereunder are in effect on the Initial Borrowing Date or as thereafter amended
in a manner no less favorable to the Lenders.


 


In addition to the applicable requirements provided above, any
transaction or series of related transactions (other than as described in
sub-paragraphs (a) through (h) above and excluding transactions between the
Parent and/or one or more Wholly-Owned Subsidiaries of the Parent) between or
among the Parent and/or any of its Subsidiaries (other than the members of the
CEAL Group to which the CEAL Exception Conditions apply), on the one hand, and
any of their respective Affiliates, on the other hand, with a value in excess
of (A) €5,000,000 shall only be permitted if a majority of the disinterested
directors of the Parent approve the transaction as meeting the standard set
forth above in this Clause 26.6 and (B) €25,000,000 shall only be permitted if
the parties thereto provide a fairness opinion from a person, and in form,
scope and substance, reasonably satisfactory to the Agent.


 


26.7                        Business


 


(a)                                  The Obligors will
not, and will not permit any of their Subsidiaries to, engage (directly or
indirectly) in any business other than the Group Business and reasonable
extensions thereof, provided that, for a period not extending beyond the date
which occurs one year after the date the respective Permitted Acquisition is
consummated, any Subsidiary of the Parent which was acquired by the Parent or
any of its Wholly-Owned Subsidiaries (other than the Receivables Subsidiary)
pursuant to a Permitted Acquisition shall be permitted to engage in a business
other than the Group Business and reasonable extensions thereof to the extent
so engaged by it immediately prior to such Permitted Acquisition (so long as
such other business was not undertaken in contemplation of the respective
Permitted Acquisition).


 


(b)                                  The Parent will cause
each Receivables Subsidiary to comply with the requirements of Clause 26.11 (Receivables Subsidiary and Permitted Receivables
Facility).


 


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26.8                        Limitation on
Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.


 


(a)                                  Each Obligor will
not, and will not permit any of its Subsidiaries (other than a member of the
CEAL Group to which the CEAL Exception Conditions apply) to:


 


(i)                                    amend or modify, or permit the amendment or modification of, any
provision of any Preferred Equity Financing Documents or, after the incurrence
or issuance thereof, any Permitted Subordinated Indebtedness or Qualified
Preferred Stock, or of any agreement (including, without limitation, any
purchase agreement, indenture, loan agreement or security agreement) relating
thereto other than any amendments or modifications to any Preferred Equity
Financing Documents, any Permitted Subordinated Indebtedness or any Qualified
Preferred Stock or of any agreement relating thereto which do not in any way
adversely affect the interests of the Lenders;


 


(ii)                                after entering into any Senior Subordinated Note Document or Senior
Subordinated Convertible Bond Document, amend or modify, or permit the
amendment or modification of, any provision of such Senior Subordinated Note
Document or Senior Subordinated Convertible Bond Document (except for
immaterial modifications to the Senior Subordinated Note Documents or Senior
Subordinated Convertible Bond Documents, which could not be adverse to the
interests of the Lenders in any respect, and which do not modify the
subordination provisions applicable thereto);


 


(iii)                            after entering into any Permitted Receivables Transaction, amend or
modify, or permit the amendment or modification of, any provision of the
documentation relating thereto, except for amendments or modifications which
are not in any way adverse to the interests of the Lenders or that are
determined to be immaterial by the Agent;


 


(iv)                               make (or give any notice in respect of) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of (including,
without limitation, by way of depositing with the trustee with respect thereto
or any person, money or securities before due for the purpose of paying when
due), exchange or purchase, redeem or acquire for value (whether as a result of
a change of control, the consummation of asset sales or otherwise) the Senior
Subordinated Notes (including, for the avoidance of doubt, any Senior
Subordinated Notes constituting Permitted Refinancing Indebtedness) and Senior
Subordinated Convertible Bonds (except for repayments, prepayments, redemptions
or acquisitions for value to the extent resulting from (1) the issuance of
replacement Senior Subordinated Notes and Senior Subordinated Convertible Bonds
and/or (2) the proceeds from the Incremental Term Facility) or, after the
incurrence or issuance thereof, any Permitted Subordinated Indebtedness;


 


(v)                                   amend, modify or change its certificate of incorporation (including,
without limitation, by the filing or modification of any certificate of
designation) articles of association or by-laws (or analogous organisational
documents), or any agreement entered into by it, with respect to its share
capital (including 


 


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any
Shareholders’ Agreement), or enter into any new agreement with respect to its
share capital, other than any amendments, modifications or changes pursuant to
this sub-paragraph (v) or any such new agreements pursuant to this
sub-paragraph (v) which the Parent reasonably concludes do not in any way
adversely affect the interests of the Lenders, provided that nothing in this
sub-paragraph (v) shall prevent the Parent or any of its Subsidiaries from
amending its certificate of incorporation or by-laws to permit the Parent to
issue such share capital as is provided in Clause 26.9 (Limitation on Issuance of Share Capital)
or to permit the issuance of share capital otherwise permitted to be issued
pursuant to the terms of this Agreement; or


 


(vi)                               amend or modify, or permit the amendment or modification of, the
Intercreditor Deed (except for the addition of parties thereto as contemplated
by this Agreement and the Intercreditor Deed).


 


(b)                                  Neither the Parent
nor any of its Subsidiaries shall designate any Indebtedness, other than the
Facilities Obligations, as “Designated Senior Debt” for purposes of the Senior
Subordinated Notes, the other Senior Subordinated Note Documents, the Senior
Subordinated Convertible Bonds or the other Senior Subordinated Convertible
Bond Documents or, on and after the execution and delivery thereof, in any
agreement relating to Permitted Subordinated Indebtedness and Permitted
Refinancing Indebtedness.


 


26.9                        Limitation on
Issuance of Share Capital


 


(a)                                  The Parent shall not
issue (i) any preferred stock (other than (x) Qualified Preferred Stock,
(y) Parent Preference Shares B in accordance with the applicable
provisions set forth in the Articles of Association of the Parent to Stichting
Preferente Aandelen Buhrmann N.V. and (z) Parent Preference Shares C
issued in accordance with the requirements of the Preferred Equity Financing
Documents and the issuance of additional shares of Parent Preference Shares C
in payment of regularly accruing dividends on theretofore outstanding shares of
Parent Preference Shares C) or any options, warrants or rights to purchase
preferred stock or (ii) any redeemable (except at the option of the
Parent) ordinary share capital unless, in either case, all terms thereof are
satisfactory to the Instructing Group in their sole discretion.


 


(b)                                  The Borrower will not
issue, and the Parent and the Borrower shall not permit any of their
Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception
Conditions apply) to issue, any share capital (including by way of sales of
treasury stock) or any options or warrants to purchase, or securities
convertible into, share capital, except (i) for transfers and replacements of
then outstanding share capital, (ii) for stock splits, stock dividends and
additional issuances which do not decrease the direct or indirect, as the case
may be, percentage ownership of the Parent in any class of the share capital of
the Borrower or such Subsidiary, (iii) in the case of Non-U.S. Subsidiaries of
the Parent, to qualify directors to the extent required by applicable law and
(iv) Subsidiaries of the Parent formed after the Initial Borrowing Date may
issue share capital to the Parent or the respective Subsidiary of the Parent
which is to own such stock.  All share
capital issued in accordance with this paragraph (b) shall, to the extent
required by the Security Documents, be delivered to the Security Trustee for
pledge pursuant to the Security Documents.


 


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26.10                 ERISA Compliance


 


With respect to any Plan, the Parent shall not, nor shall it permit any
of its Subsidiaries (other
than a member of the CEAL Group to which the CEAL Exception Conditions apply) or
ERISA Affiliates to:


 


(a)                                  engage in any “prohibited
transaction” (as such term is defined in Section 406 of ERISA or Section 4975
of the Code) for which a civil penalty pursuant to Section 502(i) of ERISA
or a tax pursuant to Section 4975 of the Code may arise;


 


(b)                                  incur an “accumulated
funding deficiency” (as such term is defined in Section 302 of ERISA),
whether or not waived, or permit any Unfunded Current Liability;


 


(c)                                  permit the occurrence
of any Termination Event;


 


(d)                                  except as discussed
in Part V of Schedule 10 (Plans),
be an “employer” (as such term is defined in Section 3(5) of ERISA)
required to contribute to any Multiemployer Plan or a “substantial employer”
(as such term is defined in Section 4001(a)(2) of ERISA) required to contribute
to any Multiemployer Plan; or


 


(e)                                  permit the
establishment or amendment of any plan or fail to comply with the applicable
provisions of ERISA and the Code with respect to any Plan which could result in
liability to the Parent, any Subsidiary of the Parent or any ERISA Affiliate,


 


in each case which,
individually or in the aggregate, is reasonably likely to result in a Material
Adverse Effect.


 


26.11                 Receivables Subsidiary and
Permitted Receivables Facility


 


(a)                                  After the
establishment thereof, each Receivables Subsidiary shall engage in no business
activities other than the purchase, acquisition, sale and pledge of receivables
(or interest therein) and related Receivables Facility Assets pursuant to
Permitted Receivables Facility and borrowings thereunder and any business
activities reasonably incidental thereto, all in accordance with the terms of
the Permitted Receivables Facility, and shall have no assets or liabilities
other than Receivables Facility Assets, cash collections therefrom, any investments
of such cash collections and other assets and liabilities reasonably incidental
to the foregoing activities.


 


(b)                                  The Parent and its
Subsidiaries shall not cause, permit or suffer to exist (including as a result
of actions taken by the respective receivables purchasers) any termination of a
Permitted Receivables Facility on any date prior to the Final Maturity Date
relating to the C Facility, except in the event the Permitted Receivables
Facility is repaid, refinanced or otherwise replaced in accordance with the
terms hereof by a replacement Permitted Receivables Facility.


 


26.12                 Limitation on Creation of
Subsidiaries


 


(a)                                  Except as otherwise
specifically provided in paragraph (b) below, the Parent will not, and will not
permit any of its Subsidiaries (other than a member of the CEAL Group to which
the CEAL Exception Conditions apply) to, establish, create or acquire after the
Initial Borrowing Date any Subsidiary, provided that the Parent and its
Wholly-Owned Subsidiaries shall be permitted to establish or create
Wholly-Owned


 


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Subsidiaries so long as (i) subject to
Clauses 25.7 (Additional Security and
Further Assurances) and 25.8 (Stock
Pledges in Non-U.S. Subsidiaries of the Borrower Which Are Not Guarantors),
the Equity Interests of each such new Wholly-Owned Subsidiary is pledged
pursuant to, and to the extent required by, the applicable Security Documents
and, if such Equity Interests constitute certificated stock, the certificates
representing such Equity Interests, together with stock or other powers duly
executed in blank, are delivered to the Security Trustee for the benefit of the
Finance Parties and (ii) to the extent such new Wholly-Owned Subsidiary is
required, in accordance with the applicable provisions of Clause 25.7 (Additional Security and Further Assurances),
to become a Guarantor, (A) such new Wholly-Owned Subsidiary executes and
delivers an Accession Notice and, in each case unless the Agent otherwise
agrees based on advice of local counsel, the Intercreditor Deed and such other
Security Documents as would have been entered into by the respective Subsidiary
if same had been an Original Guarantor, and takes all action in connection
therewith as would otherwise have been required to be taken if such new
Wholly-Owned Subsidiary had been an Original Obligor and (B) such new
Wholly-Owned Subsidiary, to the extent requested by an Agent or the Instructing
Group, takes all other actions required pursuant to Claus 25.7 (Additional Security and Further Assurances)  (including, without limitation, to, at its
own expense, execute, acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter register, file or record in any
appropriate governmental office, any document or instrument reasonably deemed
by the Security Trustee to be necessary or desirable for the creation and
perfection of the Liens on its assets intended to be created pursuant to the
applicable Security Documents).


 


(b)                                  In addition to
Subsidiaries of the Parent created pursuant to preceding clause (a), the Parent
and its Subsidiaries may establish, acquire or create, and make Investments in,
Non-Wholly Owned Subsidiaries after the Initial Borrowing Date as a result of
any Permitted Acquisition (subject to the limitations contained in the
definition thereof) and Investments expressly permitted to be made pursuant to
Clause 26.5 (Advances, Investments and Loans),
provided that, and other than in relation to a member of the CEAL Group
to which the CEAL Exception Conditions apply, (i) each such Non-Wholly
Owned Subsidiary shall not have been wholly-owned, directly or indirectly,
immediately prior to the consummation of the respective Permitted Acquisition,
(ii) all Equity Interests in each such Non-Wholly Owned Subsidiary shall be
pledged by the Obligors which own same to the extent required by the relevant
Security Document and (iii) any actions required to be taken pursuant to Clause
25.7 (Additional Security and Further
Assurances) in connection with the establishment, acquisition or
creation of, or Investments in, the respective Subsidiaries are taken in
accordance with the requirements of said Clause 25.7 (Additional Security and Further Assurances).


 


26.13                 Assets and EBITDA Attributable
to Qualified Obligors


 


(a)                                  Each Obligor agrees
that it shall not permit, for any Test Period ended after the Initial Borrowing
Date, that portion of Consolidated EBITDA for such Test Period directly
attributable to the Qualified Obligors (determined on a Pro Forma Basis to include
any Qualified Obligors which became such, or were acquired, established or
created, after the first day of the respective Test Period) to be less than
66-2/3 per cent. of Adjusted Consolidated EBITDA for such Test Period.  For purposes of all


 


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determinations pursuant to the immediately
preceding sentence, the Consolidated EBITDA directly attributable to the
Qualified Obligors shall be that portion of Consolidated EBITDA directly
attributable to, and generated by, the Qualified Obligors, calculated by
excluding all amounts (including without limitation all amounts representing
earnings on investments or intercompany loans made to the persons hereinafter
described, as well as any Consolidated EBITDA directly attributable to such
persons) attributable to any person which is not a Qualified Obligor.


 


(b)                                  Each Obligor agrees
that it shall not at any time permit that portion of Consolidated Tangible
Assets directly owned by the Qualified Obligors (and not by their Subsidiaries
or any other person who is not a Qualified Obligor) to be less than 66-2/3 per
cent. of Adjusted Consolidated Tangible Assets at such time.


 


26.14                 Accounting Policy


 


The Parent agrees that it
will not adopt any accounting policy or change the consistency of application
of its accounting principles from GAAP (a) unless the revised policy and
practice adopted from time to time is generally accepted in The Netherlands
and/or in accordance with International Accounting Standards and (b) provided
that prior to any revised policy and practice being adopted the Parent will
notify the Agent thereof and, if required by the Agent, will either (i)
negotiate in good faith with the Agent in order that the provisions of Clause
24 (Financial Condition) may be
amended as may be necessary to grant to the Lenders protection comparable to
that granted on the Effective Date or (ii) provide either financial statements
on the same basis as before or provide financial statements containing a
statement reconciling the previous and the then current accounting policy in
order that the Agent may determine the financial condition of the Group having
regard to the terms of this Agreement.


 


27.                               ACCESSION OF NEW GUARANTORS


 


(a)                                  The Parent will
procure that from time to time, there is delivered to the Agent in accordance
with Clause 25.7 (Additional Security and
Further Assurances) in respect of a Subsidiary of the Parent after
the Effective Date, an Accession Notice duly executed by itself and the
relevant Subsidiary together with the documents set out in Part II of Schedule 7
(Accession Documents), as required by
Clause 25.7 (Additional Security and Further
Assurances) and such other documents (including any new Security
Documents) as the Agent may reasonably require, in relation to such Subsidiary
all in form and substance satisfactory to the Agent.


 


(b)                                  Upon delivery of a
duly executed Accession Notice to the Agent, the Subsidiary party to it, the
other Obligors and the Finance Parties, will assume such obligations towards
one another and/or acquire such rights against each other as they would each
have assumed or acquired had such Subsidiary been an original party to this
Agreement as an Original Guarantor, and such Subsidiary shall become a party to
this Agreement as an Acceding Guarantor.


 


28.                               EVENTS
OF DEFAULT


 


Each of Clause 28.1 (Non-Payment) to Clause 28.15 (Receivables
Facility) describes the circumstances which constitute an Event of
Default for the purposes of this Agreement.


 


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28.1                        Non-Payment


 


An Obligor fails to pay
any sum due from it under any Finance Document at the time, in the currency and
in the manner specified in this Agreement (a) in the case of any principal
amount of any Utilisation, in such time, currency and manner as so specified
and (b) in any other case, in such time, currency and manner as so specified
unless failure to pay was due solely to technical or administrative error in
the transmission of funds and the relevant sum is paid in full within 3
Business Days of the due date.


 


28.2                        Covenants


 


(a)                                  An Obligor fails duly
to perform or comply with any provision of Clause 26 (Negative Undertakings) (other than Clause 26.10 (ERISA Compliance));


 


(b)                                  The financial
condition of the Group fails to comply with any provision of Clause 24 (Financial Condition) or any other requirement of Clause 24 (Financial Condition) is not satisfied.


 


28.3                        Other Obligations


 


An Obligor fails duly to
perform or comply with any of the obligations expressed to be assumed by it in
any of the Finance Documents (other than any of those referred to in Clauses
28.1 (Non-Payment) and 28.2 (Covenants)) and such failure, if capable of remedy, is not
so remedied within 30 Business
Days after written notice to the Parent from the Agent.


 


28.4                        Misrepresentation


 


Any representation or
statement made or deemed to have been made by an Obligor in any Finance
Document or in any notice or other document, certificate or statement delivered
by it, pursuant to it or in connection therewith is or proves to have been
incorrect or misleading in any material respect when made or deemed to have
been made.


 


28.5                        Cross Default


 


(a)                                  Any Primary
Indebtedness of any member of the Group is not paid when due or within any
originally applicable grace period;


 


(b)                                  Any Primary
Indebtedness of any member of the Group is declared (or is capable of being
declared) to be or otherwise becomes due and payable prior to its specified
maturity as a result of an event of default (however described); or


 


(c)                                  Any commitment for
any Primary Indebtedness of any member of the Group is cancelled or suspended
by a creditor of any member of the Group as a result of an event of default
(however described).


 


Provided that no Event of
Default will occur under this Clause 28.5 if the aggregate amount of Primary
Indebtedness and/or commitment for Primary Indebtedness falling within
paragraphs (a) to (c) above is less than €15,000,000 (or its equivalent in other currencies).


 


For
the purposes of this Clause 28.5 only, “Primary Indebtedness” shall mean each of the
items as set out in paragraphs (a), (b), (c), (d), (f) and (g) of the
definition of “Indebtedness”.


 


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28.6                        Insolvency


 


Any member of the Group
is unable to pay its debts as they fall due, ceases or suspends generally
payment of its debts or announces an intention to do so, or commences
negotiations with, or makes a proposal to do so, any one or more of its
creditors (other than any of the Finance Parties) with a view to the general
readjustment or rescheduling of its Indebtedness or makes a general assignment
for the benefit of or a composition with its creditors or a moratorium is
declared in respect of the Indebtedness of any member of the Group.


 


28.7                        Winding-up


 


Any member of the Group
takes any corporate action or other steps are taken or legal proceedings are
started (other than legal proceedings of a frivolous or vexatious nature which
are being contested in good faith and are stayed or discharged within 21 days)
for its winding-up, dissolution, administration or re-organisation or for the
appointment of a liquidator, receiver, administrator, administrative receiver,
conservator, custodian, trustee or similar officer of it or of any or all of
its revenues and assets other than in connection with an amalgamation or
re-organisation on a solvent basis.


 


28.8                        Execution or Distress


 


Any execution,
expropriation, attachment, sequestration or distress is levied against, or an
encumbrancer takes possession of, the whole or any part of, the property,
undertaking or assets of any member of the Group having an aggregate value of
more than €15,000,000 (or its
equivalent in other currencies) and the same is not discharged within 60 days.


 


28.9                        Similar Events


 


Any event occurs which,
under the laws of any jurisdiction, has a similar or analogous effect to any of
those events mentioned in Clause 28.6 (Insolvency),
28.7 (Winding-up) or Clause 28.8 (Execution or Distress).


 


28.10                 Change of Control


 


(a)                                  After the Initial
Borrowing Date, the Borrower ceases to be a Wholly-Owned Subsidiary of Parent.


 


(b)                                  There is a Change of
Control.


 


28.11                 Repudiation


 


Any Obligor repudiates
any of the Finance Documents to which it is party or does or causes to be done
any act or thing evidencing an intention to repudiate any of the Finance
Documents to which it is party.


 


28.12                 Illegality


 


At any time it is or
becomes unlawful for an Obligor to perform or comply with any or all of its
obligations under any of the Finance Documents to which it is party or any of
the obligations of an Obligor under any of the Finance Documents to which it is
party are not or cease to be legal, valid and binding.


 


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28.13                 Qualifications of Financial
Statements


 


The auditors qualify
their report on any audited consolidated financial statements of the Group in
any regard which, in the opinion of the Agent acting on the instructions of an
Instructing Group, is material in the context of the Finance Documents and the
transactions contemplated thereby.


 


28.14                 Guarantee


 


The Guarantee or any
provision thereof shall cease to be in full force or effect as to the relevant
Guarantor (unless such Guarantor (other than the Parent) is no longer a
Subsidiary by virtue of a liquidation, sale, merger or consolidation permitted
by Clause 26.2 (Consolidation, Merger,
Purchase or Sale of Assets, etc.)), or any Guarantor or person
acting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor’s
obligations under the Guarantee, or any Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to the Guarantee.


 


28.15                 Receivables Facility


 


Any default resulting in
an early amortisation event or event permitting any receivables purchaser or
receivables purchasers to effect an early termination of any Permitted
Receivables Facility (or a portion thereof) shall have occurred and be
continuing (after giving effect to any legally valid written waivers of such events
adopted by the relevant receivables purchasers).


 


28.16                 Acceleration


 


Upon the occurrence of an Event of Default and while the same is
continuing at any time thereafter, the Agent may (and, if so instructed by an
Instructing Group, shall) by written notice to the Borrower:


 


(a)                                  declare all or any
part of the Outstandings to be immediately due and payable (whereupon the same
shall become so payable together with accrued interest thereon and any other
sums then owed by any Obligor under the Finance Documents) or declare all or
any part of the Outstandings to be due and payable on demand of the Agent;
and/or


 


(b)                                  require the Borrower
to procure that the Outstanding L/C Amount are promptly reduced to zero and/or
provide cash collateral therefore by deposit in such interest bearing account
as the Agent may specify, in an amount specified by the Agent and in the
currency of such Outstanding L/C Amount (whereupon the Parent shall do so);
and/or


 


(c)                                  declare that any
unutilised portion of the Facilities shall be cancelled, whereupon the same
shall be cancelled and the corresponding Commitments of each Lender shall be
reduced to zero; and/or


 


(d)                                  exercise or direct
the Security Trustee to exercise any rights and remedies (including any right
to demand cash collateral by deposit in such interest-bearing account as the
Agent may specify).


 


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28.17                 Repayment on Demand


 


If, pursuant to paragraph (a) of Clause 28.16 (Acceleration), the Agent declares all or
any part of the Outstandings to be due and payable on demand of the Agent,
then, and at any time thereafter, the Agent may (and, if so instructed by an
Instructing Group, shall) by written notice to the Parent:


 


(a)                                  require repayment of
all or the relevant part of the Advances on such date as it may specify in such
notice (whereupon the same shall become due and payable on such date together
with accrued interest thereon and any other sums then owed by any Obligor under
the Finance Documents) or withdraw its declaration with effect from such date
as it may specify in such notice; and/or


 


(b)                                  select as the
duration of any Interest Period or Term which begins whilst such declaration
remains in effect a period of 3 months or less.


 


28.18                 Sharing Events: Special Sharing
and Conversion Provisions Applicable to Revolving Facility Lenders


 


(a)                                  On the date of the
occurrence of a Sharing Event, automatically (and without the taking of any
action):


 


(i)                                    all then Revolving Facility Outstandings then maintained in, and all
Outstanding L/C Amounts owed in, one or more currencies other than euros shall
be automatically converted into Outstandings maintained in, or owing in, euros
(in an amount equal to the Euro Amount of the aggregate principal amount of the
respective Outstandings on the date such Sharing Event first occurred, which
such Outstandings shall continue to be owed by the Borrower and shall be
immediately due and payable on the date such Sharing Event has occurred); and


 


(ii)                                all principal, accrued and unpaid interest and other amounts owing
with respect to such Outstandings or Documentary Credit (except in respect of
Utilisations which have not yet occurred) shall be immediately due and payable
in euros, taking the Euro Amount of such principal, accrued and unpaid interest
and other amounts.


 


The occurrence of any conversion of Revolving Facility Advances as
provided above in this Clause 28.18 shall be deemed to constitute, for purposes
of Clause 33.2 (Break Costs), a
prepayment of the respective Revolving Facility Outstandings before the last
day of any Term relating thereto.


 


(b)                                  Upon the occurrence
of a Sharing Event, automatically (and without the taking of any action):


 


(i)                                    all then Swingline Facility Outstandings then maintained in one or
more currencies other than euros shall be automatically converted into
Swingline Facility Outstandings maintained in euros (in an amount equal to the
Euro Amount of the aggregate principal amount of the respective Swingline
Facility Outstandings on the date such Sharing Event first occurred, which such
Outstandings shall continue to be owed by the Borrower and shall be


 


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immediately
due and payable on the date such Sharing Event has occurred); and


 


(ii)                                all accrued and unpaid interest and other amounts owing with respect
to such Outstandings shall be immediately due and payable in euros, taking the
Euro Amount of such accrued and unpaid interest and other amounts.


 


(c)                                  Upon the occurrence
of a Sharing Event, each Revolving Facility Lender shall (and hereby
unconditionally and irrevocably agrees to) purchase and sell (in each case in
euro) undivided participating interests in the Revolving Facility Outstandings
and Outstanding L/C Amounts, in such amounts so that each Revolving Facility Lender
shall have a share of each such Outstandings equal to its Proportion of the
Revolving Facility prior to the incurrence of such Outstandings.


 


Upon any such occurrence the Agent shall
notify each Revolving Facility Lender and shall specify the amount of euros
required from such Revolving Facility Lender in order to effect such purchases
and sales in the amounts required above (together with accrued interest with
respect to the period for the last interest payment date through the date of
the Sharing Event plus any additional amounts payable by the Borrower
pursuant to Clause 18 (Taxes) in
respect of such accrued but unpaid interest), provided that, in the
event that a Sharing Event shall have occurred, each such Revolving Facility
Lender shall be deemed to have purchased, automatically and without request,
such participating interests (and, as a result thereof, shall be entitled to
receive from, or shall owe to, the other Revolving Facility Lenders the
respective amounts owing as a result of the purchases and sales of
participations contemplated herein). 
Promptly upon receipt of such request, each Revolving Facility Lender
shall deliver to the Agent (in immediately available funds in euros) the net
amounts as specified by the Agent.  The
Agent shall promptly deliver the amounts so received to the various Lenders in
such amounts as are needed to effect the purchases and sales of participations
as provided above.  Promptly following
receipt thereof, each Revolving Facility Lender which has sold participations
in any of its Revolving Facility Outstandings and Outstanding L/C Amounts
(through the Agent) will deliver to each Revolving Facility Lender (through the
Agent) which has so purchased a participating interest a participation
certificate dated the date of receipt of such funds and in such amount.  It is understood that the amount of funds
delivered by each Revolving Facility Lender shall be calculated on a net basis,
giving effect to both the sales and purchases of participations by the various
Revolving Facility Lenders as required above.


 


(d)                                  Upon, and after, the
occurrence of a Sharing Event:


 


(i)                                    no further Utilisations shall be made or occur;


 


(ii)                                all amounts from time to time accruing with respect to, and all
amounts from time to time payable on account of, the Revolving Facility
Advances and Swingline Facility Outstandings (including, without limitation,
any interest and other amounts which were accrued but unpaid on the date of
such purchase) shall be payable in euros as if each such Outstandings had
originally been made in euros and shall be distributed by the relevant
Revolving Facility Lenders (or their Affiliates) to the Agent for the account
of the Revolving


 


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Facility
Lenders which made available such Facilities or are participating therein; and


 


(iii)                            the Revolving Facility Commitments shall be automatically
terminated.


 


Notwithstanding
anything to the contrary contained above, the failure of any Revolving Facility
Lender to purchase its participating interest as required above in any
extensions of credit upon the occurrence of a Sharing Event shall not relieve
any other Revolving Facility Lender of its obligation hereunder to purchase its
participating interests in a timely manner, but no Revolving Facility Lender
shall be responsible for the failure of any other Revolving Facility Lender to
purchase the participating interest to be purchased by such other Revolving
Facility Lender on any date.


 


(e)                                  If any amount
required to be paid by any Revolving Facility Lender pursuant to paragraph (c)
above is not paid to the Agent on the date upon which such Revolving Facility
Lender receives notice from the Agent of the amount of its participations
required to be purchased pursuant to paragraph (c) above, such Revolving
Facility Lender shall also pay to the Agent on demand an amount equal to the
product of (i) the amount so required to be paid by such Revolving Facility
Lender for the purchase of its participations, (ii) the daily average rate
which the Agent is offering overnight deposits in euro, during the period from
and including the date of request for payment to the date on which such payment
is immediately available to the Agent and (iii) a fraction the numerator of
which is the number of days that elapsed during such period and the denominator
of which is 360.  If any such amount
required to be paid by any Revolving Facility Lender pursuant to paragraph (c)
is not in fact made available to the Agent within two Business Days following
the date upon which such Revolving Facility Lender receives notice from the
Agent as to the amount of participations required to be purchased by it, the
Agent shall be entitled to recover from such Revolving Facility Lender on
demand, such amount with interest thereon calculated from such request date at
the rate per  annum applicable to Revolving Facility
Advances.  A certificate of the Agent
submitted to any Revolving Facility Lender with respect to any amounts payable
under this Clause 28.18 shall be conclusive in the absence of manifest
error.  Amounts payable by any Revolving
Facility Lender pursuant to this Clause 28.18 shall be paid to the Agent for
the account of the relevant Revolving Facility Lenders, provided that,
if the Agent (in its sole discretion) has elected to fund on behalf of such
Revolving Facility Lender the amounts owing to such Revolving Facility Lenders,
then the amounts shall be paid to the Agent for its own account.


 


(f)                                    Whenever, at any time
after the relevant Revolving Facility Lenders have received from any Revolving
Facility Lenders purchases of participations pursuant to this Clause 28.18, the
various Revolving Facility Lenders receive any payment on account thereof, such
Revolving Facility Lenders will distribute to the Agent, for the account of the
various Revolving Facility Lenders participating therein, such Revolving
Facility Lenders’ participating interests in such amounts (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such participations were outstanding) in like funds as received, provided,
however, that in the event that such payment received by any Revolving
Facility Lenders is required to be returned, the Revolving Facility Lenders who
received previous distributions in respect of their participating interests
therein will return to the respective Revolving


 


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Facility Lenders any portion thereof
previously so distributed to them in like funds as such payment is required to
be returned by the respective Revolving Facility Lenders.


 


(g)                                 Each Revolving
Facility Lender’s obligation to purchase participating interests pursuant to
this Clause 28.18 shall be absolute and unconditional and shall not be affected
by any circumstance including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Revolving Facility
Lender may have against any other Revolving Facility Lender, the Parent, the
Borrower or any other person for any reason whatsoever, (ii) the occurrence or
continuance of an Event of Default, (iii) any adverse change in the condition
(financial or otherwise) of the Parent, the Borrower or any other person, (iv)
any breach of this Agreement by the Parent, the Borrower or any Lender or any other
person, or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.


 


(h)                                 Notwithstanding
anything to the contrary contained elsewhere in this Agreement, upon any
purchase of participations as required above, each Revolving Facility Lender
which has purchased such participations shall be entitled to receive from the
Borrower any increased costs and indemnities (including, without limitation,
pursuant to Clauses 33 (Borrower’s
Indemnities), 19 (Increased Costs)
and 18 (Taxes)) directly from the
Borrower to the same extent as if it were the direct Lender as opposed to a
participant therein.  The Borrower
acknowledges and agrees that, upon the occurrence of a Sharing Event and after
giving effect to the requirements of this Clause 28.18, increased taxes may be
owing by it pursuant to Clause 18 (Taxes),
which taxes shall be paid (to the extent provided in Clause 18 (Taxes)) by the Borrower, without any claim
that the increased taxes are not payable because same resulted from the
participations effected as otherwise required by this Clause 28.18.


 


29.                               DEFAULT
INTEREST


 


29.1                        Consequences of
Non-Payment


 


If any sum due and payable by an Obligor under this Agreement is not
paid on the due date therefor in accordance with the provisions of Clause 35 (Payments) or if any sum due and payable by an Obligor
pursuant to a judgment of any court in connection with this Agreement is not
paid on the date of such judgment, the period beginning on such due date or, as
the case may be, the date of such judgment and ending on the Business Day which
the obligation of such Obligor to pay the Unpaid Sum is discharged shall be
divided into successive periods, each of which (other than the first) shall
start on the last day of the preceding such period (which shall be a Business
Day) and the duration of each of which shall (except as otherwise provided in
this Clause 29) be selected by the Agent.


 


29.2                        Default Rate


 


During each such period relating thereto as is mentioned in Clause 29.1
(Consequences of Non-Payment) an
Unpaid Sum shall bear interest at the rate per annum which is the sum from time
to time of 2 per cent., the Applicable Margin (provided that if any Unpaid Sum
is not directly referable to a particular Facility the Applicable Margin shall
be the B Facilities Margin), the
Associated Costs Rate at such time and the Relevant Interbank Rate, on the Quotation
Date therefor, provided that:


 


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(a)                                  if, for any such
period, the Relevant Interbank Rate, cannot be determined, the rate of interest
applicable to each Lender’s portion of such Unpaid Sum shall be the rate per
annum which is the sum of 2 per cent., the Applicable Margin, and the
Associated Costs Rate at such time and the rate per annum shall be that
notified to the Agent by such Lender as soon as practicable after the beginning
of such period as being that which expresses as a percentage rate per annum the
cost to such Lender of funding from whatever sources it may select its portion
of such Unpaid Sum during such period; and


 


(b)                                  if such Unpaid Sum is
all or part of an Advance which became due and payable on a day other than the
last day of an Interest Period or Term relating thereto, the first Interest
Period applicable to it shall be of a duration equal to the unexpired portion
of that Interest Period or Term and the rate of interest applicable thereto
from time to time during such Interest Period shall be that which exceeds by 2
per cent. the rate which would have been applicable to it had it not so fallen
due.


 


29.3                        Maturity of Default
Interest


 


Any interest which shall have accrued under Clause 29.2 (Default Rate) in respect of an Unpaid Sum shall be due and
payable and shall be paid by the Obligor owing such sum at the end of the
period by reference to which it is calculated or on such other dates as the
Agent may specify by written notice to such Obligor.


 


29.4                        Construction of
Unpaid Sum


 


Any Unpaid Sum shall (for the purposes of this Clause 29 (Default Interest), Clause 19 (Increased
Costs), Clause 33 (Borrower’s Indemnities)
and Schedule 6 (Associated Costs Rate))
be treated as an advance and accordingly in those provisions the term “Advance”
includes any Unpaid Sum and the term “Interest Period” and “Term”, in relation
to an Unpaid Sum, includes each such period relating thereto as is mentioned in
Clause 29.1 (Consequences of Non-Payment).


 


30.                               GUARANTEE AND INDEMNITY


 


30.1                        Guarantee


 


Each Guarantor irrevocably and unconditionally guarantees, jointly and
severally, to each of the Finance Parties the due and punctual payment by the
Borrower of all sums payable under each of the Finance Documents and agrees
that promptly on demand it will pay to the Agent each and every sum of money
which the Borrower is at any time liable to pay to any Finance Party under or
pursuant to any Finance Document which is due but unpaid.


 


30.2                        Indemnity


 


Each Guarantor irrevocably and unconditionally agrees, jointly and
severally, as primary obligor and not only as surety, to indemnify and hold harmless
each Finance Party on demand by the Agent from and against any loss incurred by
such Finance Party as a result of any of the obligations of the Borrower under
or pursuant to any Finance Document being or becoming void, voidable, unenforceable or
ineffective as against the Borrower for any reason whatsoever (whether or not
known to that Finance Party or any other person) the amount of 


 


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such loss being the amount which the Finance Party suffering it would
otherwise have been entitled to recover from the Borrower.


 


30.3                        Continuing and
Independent Obligations


 


The obligations of each Guarantor under this Agreement shall constitute
and be continuing obligations which shall not be released or discharged by any
intermediate payment or settlement of all or any of the obligations of the
Borrower under the Finance Documents, shall continue in full force and effect
until the unconditional and irrevocable payment and discharge in full of all
amounts owing by the Borrower under each of the Finance Documents and are in
addition to and independent of, and shall not prejudice or merge with, any
other security (or right of set-off) which any Finance Party may at any time
hold in respect of such obligations or any of them.


 


30.4                        New Accounts


 


If the Agent makes demand of the Guarantors or any of them pursuant to
this Clause 30:


 


(a)                                  the Agent may open a
new account or accounts in respect of the liabilities of the Borrower to which
this guarantee relates or any of them (and if it does not do so it shall be
treated as if it had done so at the time it made such demand); and


 


(b)                                  thereafter any
amounts paid by the Borrower (or any other person) to the Agent in respect of
the liabilities of the Borrower under any of the Finance Documents shall be
credited (or be treated as having been credited) to a new account and not as
having been applied in or towards payment of such liabilities or any of them.


 


30.5                        Avoidance of Payments


 


Where any release, discharge or other arrangement in respect of any
obligation of the Borrower, or any Security any Finance Party may hold
therefor, is given or made in reliance on any payment or other disposition which
is avoided or must be repaid (whether in whole or in part) in an insolvency,
liquidation or otherwise and whether or not any Finance Party has conceded or
compromised any claim that any such payment or other disposition will or should
be avoided or repaid (in whole or in part), the provisions of this Clause 30
shall continue as if such release, discharge or other arrangement had not been
given or made.


 


30.6                        Immediate Recourse


 


None of the Finance Parties shall be obliged, before exercising or
enforcing any of the rights conferred upon them in respect of the Guarantors by
this Agreement or by Law, to seek to recover amounts due from the Borrower or
to exercise or enforce any other rights or Security any of them may have or
hold in respect of any of the obligations of the Borrower under any of the
Finance Documents.


 


30.7                        Waiver of Defences


 


Neither the obligations of the Guarantors contained in this Agreement
nor the rights, powers and remedies conferred on the Finance Parties in respect
of the Guarantors by this Agreement or by Law shall be discharged, impaired or
otherwise affected by:


 


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(a)                                  the winding-up,
dissolution, administration or re-organisation of the Borrower or any other
person or any change in the status, function, control or ownership of the
Borrower or any such person;


 


(b)                                  any of the
obligations of the Borrower or any other person under any Finance Document or
any security held by any Finance Party therefor being or becoming illegal, invalid,
unenforceable or ineffective in any respect;


 


(c)                                  any time or other
indulgence being granted to or agreed (i) to or with the Borrower or any other
person in respect of its obligations or (ii) in respect of any security granted
under any Finance Documents;


 


(d)                                  any amendment to, or
any variation, waiver or release of, any obligation of, or any security granted
by, the Borrower or any other person under any Finance Document;


 


(e)                                  any total or partial
failure to take, or perfect, any security proposed to be taken in respect of
the obligations of the Borrower or any other person under the Finance
Documents;


 


(f)                                    any total or partial
failure to realise the value of, or any release, discharge, exchange or
substitution of, any security held by any Finance Party in respect of the
Borrower’s obligations under any Finance Document; or


 


(g)                                 any other act, event
or omission which might operate to discharge, impair or otherwise affect any of
the obligations of any of the Guarantors under this Agreement or any of the
rights, powers or remedies conferred upon the Finance Parties or any of them by
this Agreement or by Law.


 


30.8                        No Competition


 


Any rights which any Guarantor may at any time have by way of
contribution or indemnity in relation to any of the obligations of the Borrower
under any of the Finance Documents or to claim or prove as a creditor of the
Borrower or any other person or its estate in competition with the Finance
Parties or any of them, shall be exercised by such Guarantor only if and to the
extent that the Agent so requires and in such manner and upon such terms as the
Agent may specify and each Guarantor shall hold any moneys, rights or Security
held or received by it as a result of the exercise of any such rights on trust
for the Agent for application in or towards payment of any sums at any time
owed by the Borrower under any of the Finance Documents as if such moneys,
rights or Security were held or received by the Agent under this Agreement.


 


30.9                        Appropriation


 


No Finance Party shall be obliged to apply any sums held or received by
it in respect of the obligations of the Borrower under any of the Finance
Documents in or towards payment of amounts owing under any of the Finance
Documents, and any such sum may, in the relevant Finance Party’s discretion, be
credited to a suspense or impersonal account and held in such account pending
the application from time to time (as the relevant Finance Party may think fit)
of such sums in or towards the discharge of such liabilities owed to it under
the Finance Documents as such Finance Party may select.


 


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30.10                 Limitation of Liabilities


 


Notwithstanding that the guarantees of the Guarantors contained in this
Clause 30 are guarantees of the whole of each and every sum payable by the
Borrower under each of the Finance Documents, it is agreed and acknowledged
that the maximum amount recoverable from each Guarantor under Clauses 30.1 (Guarantee) and 30.2 (Indemnity)
shall be limited to the extent set out in this Clause 30 or otherwise, as
agreed by the Agent and set out in an Accession Notice executed by an Acceding
Guarantor; for this purpose, any amount due to a Finance Party under a Finance
Document in a currency other than euro shall be converted into euro at the
Agent’s Spot Rate of Exchange on the date on which a demand is made pursuant to
either or both of such Clauses.


 


30.11                 Matters relating to U.S. law


 


Each U.S. Guarantor hereby confirms that the Guarantee shall not
constitute a fraudulent transfer or conveyance for purposes of the United
States Bankruptcy Code, the United States Uniform Fraudulent Conveyance Act or
any similar federal or state law.  To
effectuate the foregoing intention, each U.S. Guarantor hereby irrevocably
agrees that the obligations guaranteed by each such Guarantor shall be limited
to such amount as will, after giving effect to such maximum amount and all
other (contingent or otherwise) liabilities of such Guarantor that are relevant
under such laws, result in the obligations of such Guarantor in respect of such
maximum amount not constituting a fraudulent transfer or conveyance.


 


30.12                 Matters relating to Dutch law


 


Each Dutch Guarantor hereby confirms that the Guarantee and any other
acts constituted by any of the Finance Documents to which it is a party will
not or is not intended to constitute unlawful financial assistance within the
meaning of Section 2.207c or 2.98c of the Dutch Civil Code which could be
invoked by such Dutch Guarantor.  Such
acts are deemed to be restricted or not entered into, as appropriate, if and to
the extent required not to cause such unlawful financial assistance and this
Agreement and the relevant Finance Documents shall be construed accordingly.


 


30.13                 Matters relating to Belgian law


 


Anything herein or in the Finance Documents to the contrary
notwithstanding, the maximum liability of the Belgian Guarantor hereunder shall
be limited to the highest of (a) the Net Assets of the Belgian Guarantor at the
date hereof, (b) the Net Assets of the Belgian Guarantor at the date of the
enforcement of such liability and (c) the total of all amounts borrowed under the
Finance Documents which have been on-lent to the Belgian Guarantor. For these
purposes, “Net Assets” shall have the meaning given to such term (“l’actif
net/netto-actief”) in Article 617 of the Belgian Company Code.


 


30.14                 Matters relating to Luxembourg
law


 


Notwithstanding anything
to the contrary in the Guarantee, the payment undertaking of the Luxembourg
Guarantor shall be limited at any time to an aggregate amount not exceeding 85
per cent. of the greater of the Luxembourg Guarantor’s own funds (“capitaux
propres”) as mentioned in its then most recently approved financial statements,
or as mentioned in its last filed financial statements.


 


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30.15                 Matters relating to Australian
law


 


Notwithstanding anything
to the contrary contained elsewhere in this Agreement (including without
limitation in this Clause 30) or any Finance Document, it is acknowledged and
agreed that, in the case of the pledge of Equity Interests in CEAL only, the
aggregate amount secured by said Equity Interests is, until such time as
otherwise required by the immediately succeeding sentence, limited to
€10,000,000.  The purpose of this
provision is to ensure that the Finance Parties remain fully secured after the
date of the pledge of Equity Interests. 
Notwithstanding anything to the contrary in this Clause 30.15, if at any
time, or from time to time, the Instructing Group specify, by written notice to
the Parent, Buhrmann International B.V. and the Security Trustee, that the amount
secured by the Equity Interests in CEAL be increased to a specified amount,
such increase shall automatically occur in accordance with the share mortgage
of CEAL between Buhrmann International BV and the Security Trustee.  In connection with any notice given in
accordance with the immediately preceding sentence, the Lenders hereby agree
that they shall not specify that the amount secured by the Equity Interests in
CEAL be increased above an amount which is equal to 120 per cent. of the
reasonable estimate (by the Instructing Group) of the maximum fair market value
of Equity Interest so pledged, in each case as reasonably determined by the
Instructing Group; provided that the Parent and its Subsidiaries shall be bound
by any determination of such maximum fair market value by the Instructing Group
and shall have no rights against any Finance Party whatsoever for any error by
the Instructing Group in arriving at such amount.  In connection with such increase, the Parent
shall, and shall cause its respective Subsidiaries to, execute and deliver such
modifications or supplements to the Security Documents as may be requested by
the Security Trustee to evidence the increase of the amount so secured and
shall pay all stamp tax (and any other amounts) owing in connection with the
increase in the amount secured.  All
actions required in accordance with this Clause 30.15 shall be taken within 20
days after the Parent’s receipt of any such specification.  It is understood that all stamp tax and other
charges, expenses or duties payable in connection with any of the actions taken
as described above shall be for the joint and several account of the
Obligors.  If for any reason the Parent
does not cause the actions required to be taken as described above to be taken
in accordance with any request from the Instructing Group, the Instructing
Group (or the Security Trustee at their direction) may (but shall not be
required to) take any such actions (and pay any stamp duties, taxes or charges
owing in connection therewith) and shall be entitled to immediate reimbursement
from the Obligors for any such amounts expended by them.


 


31.                               AGENT AND OBLIGORS’ AGENT


 


31.1                        Appointment of the
Agent


 


Each of the other Finance Parties appoints the Agent to act as its agent
under and in connection with the Finance Documents and authorises the Agent to
exercise the rights, powers, authorities and discretions specifically delegated
to it under or in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions.


 


31.2                        Duties of the Agent


 


(a)                                  The Agent shall
promptly inform each Lender of the contents of any notice or document received
by it in its capacity as Agent from any of the Obligors under this Agreement.


 


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(b)                                  The Agent shall
promptly notify the Lenders of the occurrence of any Event of Default or any
default by an Obligor in the due performance of or compliance with its
obligations under any Finance Document upon becoming aware of the same.


 


(c)                                  If so instructed by
an Instructing Group, the Agent shall refrain from exercising any power or
discretion vested in it as agent under any Finance Document.


 


(d)                                  The duties of the
Agent under the Finance Documents are, save to the extent otherwise expressly
provided, solely mechanical and administrative in nature.


 


31.3                        Role of the Arrangers


 


Except as specifically provided in the Finance Documents, the Arrangers
shall have no obligations of any kind to any other party under or in connection
with any Finance Document.


 


31.4                        No Fiduciary Duties


 


(a)                                  Nothing in the
Finance Documents constitutes the Agent or any of the Arrangers as a trustee or
fiduciary of any other person.


 


(b)                                  Neither the Agent nor
any of the Arrangers shall be bound to account to any Lender for any sum or the
profit element of any sum received by it for its own account.


 


31.5                        Business with the
Group


 


The Agent and the Arrangers may accept deposits from, lend money to and
generally engage in any kind of banking or other business with any member of
the Group.


 


31.6                        Discretion of the
Agent


 


(a)                                  The Agent may rely
on:


 


(i)                                    any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and


 


(ii)                                any statement made by a director, authorised signatory or employee
of any person regarding any matters which may reasonably be assumed to be
within his knowledge or within his power to verify.


 


(b)                                  The Agent may assume,
unless it has received notice to the contrary in its capacity as agent for the
Lenders, that:


 


(i)                                    no Default has occurred;


 


(ii)                                any right, power, authority or discretion vested in this Agreement
upon any party, the Lenders or an Instructing Group has not been exercised; and


 


(iii)                            any notice or request made by the Parent is made on behalf of and
with the consent and knowledge of all the Obligors.


 


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(c)                                  The Agent may engage,
pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.


 


(d)                                  The Agent may act in
relation to the Finance Documents through its personnel and agents.


 


(e)                                  The Agent may execute
on behalf of any L/C Bank any Documentary Credit issued under this Agreement.


 


31.7                        Instructing Group’s
Instructions


 


(a)                                  Unless a contrary
indication appears in a Finance Document, the Agent shall (i) act in
accordance with any instructions given to it by an Instructing Group (or, if so
instructed by an Instructing Group, refrain from acting or exercising any
right, power, authority or discretion vested in it as Agent) and (ii)
shall not be liable for any act (or omission) if it acts (or refrains from
taking any action) in accordance with such an instruction of an Instructing
Group.


 


(b)                                  Unless a contrary
indication appears in a Finance Document, any instructions given by an
Instructing Group will be binding on all the Finance Parties.


 


(c)                                  The Agent may refrain
from acting in accordance with the instructions of an Instructing Group (or, if
appropriate, the Lenders) until it has or received such security or collateral
as it may require for any cost, loss or liability which it may incur in
complying with such instructions.


 


(d)                                  In the absence of
instructions from an Instructing Group (or, if appropriate, the Lenders), the
Agent may act (or refrain from taking action) as it considers to be in the best
interest of the Lenders.


 


(e)                                  The Agent is not
authorised to act on behalf of a Lender in any legal or arbitration proceedings
relating to any Finance Document without first obtaining the Lender’s consent
to do so.


 


31.8                        No Responsibility


 


The Agent and the Arrangers are not:


 


(a)                                  responsible for the
adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by any Finance Party or an Obligor or any other person in or
in connection with any Finance Document, including the Information Memorandum
and the Agreed Business Plan; or


 


(b)                                  responsible for the
legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or any other agreement, arrangement or document entered into, made or
executed in anticipation of or in connection with any Finance Document.


 


31.9                        Exclusion of
Liability


 


(a)                                  Without limiting
paragraph (b) of this Clause, the Agent will not be liable for any action taken
by it under or in connection with any Finance Document, unless directly caused
by its gross negligence or wilful misconduct.


 


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(b)                                  Each of the Lenders
agrees that it will not take any proceedings, or assert or seek to assert any claim,
against any officer, employee or agent of the Agent in respect of any claim it
might have against the Agent or in respect of any act or omission of any kind
by that officer, employee or agent in relation to any Finance Document and
agrees that any officer, employee or agent of the Agent may enforce this
provision.


 


(c)                                  The Agent will not be
liable for any delay (or any related consequences) in crediting an account with
an amount required under the Finance Documents to be paid by it if it has taken
all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement
system used by it for that purpose.


 


31.10                 Lender’s Indemnity


 


Each Lender shall (in its relevant Proportion (as determined at all
times for these purposes in accordance with paragraph (c) of the definition of “Proportion”),
indemnify the Agent from time to time on demand by the Agent against any cost,
loss or liability incurred by the Agent (otherwise than by reason of its gross
negligence or wilful misconduct) in acting as Agent under the Finance Documents
(unless it has been reimbursed therefor by an Obligor pursuant to the terms of
the Finance Documents).


 


31.11                 Resignation


 


(a)                                  The Agent may resign
and appoint one of its Affiliates acting through an office in the United
Kingdom as successor Agent by giving notice to the Lenders and the Parent.


 


(b)                                  Alternatively the
Agent may resign without having designated a successor as agent under paragraph
(a) above (and shall do so if so required by an Instructing Group) by giving
notice to the Lenders and the Parent, in which case an Instructing Group (after
consultation with the Parent) may appoint a successor Agent.


 


(c)                                  If an Instructing
Group has not appointed a successor Agent in accordance with paragraph (b)
above within 30 days after notice of resignation was given, the Agent (after
consultation with the Parent) may appoint a successor Agent (acting through an
office in the United Kingdom).


 


(d)                                  The retiring Agent shall,
at the Parent’s cost, make available to its successor such documents and
records and provide such assistance as its successor may reasonably request for
the purposes of performing its functions as Agent under the Finance Documents.


 


(e)                                  The resignation
notice of the Agent shall only take effect upon the appointment of a successor
Agent.


 


(f)                                    Upon the appointment
of a successor, the retiring Agent shall be discharged from any further
obligation in respect of the Finance Documents but shall remain entitled to the
benefit of this Clause 31.  The Agent’s
successor and each of the other parties to this Agreement shall have the same
rights and obligations amongst themselves as they would have had if such
successor Agent had been an original party as Agent.


 


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31.12                 Confidentiality


 


(a)                                  The Agent (in acting
as agent for the Finance Parties) shall be regarded as acting through its
respective agency division which in each case shall be treated as a separate
entity from any other of its divisions or departments.


 


(b)                                  If information is
received by another division or department of the Agent, it may be treated as
confidential to that division or department and the Agent shall not be deemed
to have notice of it.


 


(c)                                  Notwithstanding any
other provision of any Finance Document to the contrary, the Finance Parties
are not obliged to disclose to any other person (i) any confidential
information or (ii) any other information if the disclosure would, or might in
its reasonable opinion, constitute a breach of any Law.


 


31.13                 Facility Office


 


The Agent may treat each Lender as a Lender, entitled to payments under
this Agreement and acting through its Facility Office unless it has received
not less than 5 Business Days’ prior notice from that Lender to the contrary in
accordance with the terms of this Agreement.


 


31.14                 Lenders’ Associated Costs
Details


 


Each Lender shall supply the Agent with any information required by the
Agent in order to calculate the Associated Costs Rate in accordance with Schedule 6
(Associated Costs Rate).


 


31.15                 Credit Appraisal by the Lenders


 


Without affecting the responsibility of any Obligor for information
supplied by it or on its behalf in connection with any Finance Document, each
Lender confirms to the Agent and the Arrangers that it has been, and will
continue to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance
Document including but not limited to:


 


(a)                                  the financial
condition, status and nature of each member of the Group;


 


(b)                                  the legality,
validity, effectiveness, adequacy or enforceability of any Finance Document and
any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;


 


(c)                                  whether that Lender
has recourse, and the nature and extent of that recourse, against any party or
any of its respective assets under or in connection with any Finance Document,
the transactions contemplated by the Finance Documents or any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document; and


 


(d)                                  the adequacy,
accuracy and/or completeness of the Information Memorandum and the Agreed
Business Plan and any other information provided by the Agent, the Arrangers or
by any other person under or in connection with any Finance Document, the
transactions contemplated by the Finance Documents or any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document.


 


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31.16                 Deduction from Amounts Payable
by the Agent


 


If any party owes an amount to the Agent under any Finance Document the
Agent may, after giving notice to that party, deduct an amount not exceeding
that amount from any payment to that party which the Agent would otherwise be
obliged to make under the Finance Documents and apply the amount deducted in or
towards satisfaction of the amount owed. 
For the purposes of the Finance Documents that party shall be regarded
as having received such payment without any such deduction.


 


31.17                 Obligors’ Agent


 


(a)                                  Each Obligor (other than
the Parent) irrevocably authorises the Parent to act on its behalf as its agent
in relation to the Finance Documents and irrevocably authorises:


 


(i)                                    the Parent on its behalf to supply all information concerning
itself, its financial condition and otherwise to the relevant persons
contemplated under this Agreement and to give all notices and instructions to
execute on its behalf any Finance Document and to enter into any agreement in
connection with the Finance Documents notwithstanding that the same may affect
such Obligor, without further reference to or the consent of such Obligor; and


 


(ii)                                each Finance Party to give any notice, demand or other communication
to be given to or served on such Obligor pursuant to the Finance Documents to
the Parent on its behalf,


 


and in each such case such
Obligor will be bound thereby as though such Obligor itself had supplied such
information, given such notice and instructions, executed such Finance Document
and agreement or received any such notice, demand or other communication.


 


(b)                                  Every act, omission,
agreement, undertaking, settlement, waiver, notice or other communication given
or made by the Obligors’ Agent under any Finance Document, or in connection
with this Agreement (whether or not known to any other Obligor and whether
occurring before or after such Obligor became an Obligor under this Agreement),
shall be binding for all purposes on all other Obligors as if the other
Obligors had expressly made, given or concurred with the same.  In the event of any conflict between any
notices or other communications of the Obligors’ Agent and any other Obligor,
those of the Obligors’ Agent shall prevail.


 


31.18                 Co-operation with the Agent


 


Each Lender and each Obligor will co-operate with the Agent to complete
any legal requirements imposed on the Agent in connection with the performance
of its duties under this Agreement and shall supply any information requested
by the Agent in connection with the proper performance of those duties.


 


32.                               SECURITY
TRUSTEE


 


32.1                        Declaration of Trust


 


To the extent the Security Trustee does not hold the Trust Property on
trust pursuant to the terms of the Security Documents, and subject to the
provisions of Clause 32.6 (Non-Trust 


 


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Jurisdictions), the Security
Trustee hereby declares itself trustee of the Trust Property for the purpose of
securing the Secured Obligations on the terms and conditions set out in this
Agreement.


 


32.2                        Rights, Duties,
Powers, Discretions and Remuneration of the Security Trustee


 


(a)                                  The Security Trustee
shall have such rights, powers, authorities and discretions as are conferred on
it by this Agreement (including those set out in Part I of Schedule 5 (Supplementary Security Trustee Provisions) to this Agreement)
and the Security Documents together with such rights, powers and discretions as
are reasonably incidental thereto.


 


(b)                                  (i)                                    The Security Trustee
may, in its absolute discretion refrain from taking any (or any further) action
or exercising any right, power, authority or discretion under or in respect of
this Agreement or any Security Document until it has received instructions from
the Agent as to whether (and/or the way in which) such action, right, power,
authority or discretion is to be taken or exercised.


 


(ii)                                The
Security Trustee shall act in accordance with any instructions from the Agent
in respect of this Agreement or any of the Security Documents provided that it
has been indemnified and/or provided with security to its satisfaction against
all actions, proceedings, claims and demands to which it may render itself
liable and all costs, charges, damages, expenses and liabilities which it may
incur by so doing.


 


(c)                                  The Security Trustee
shall be entitled to such remuneration as it may from time to time agree with
the Parent and have approved by the Agent. 
The Security Trustee shall not by virtue of receiving any such
remuneration or other payment be deprived of any rights, powers, privileges or
immunities which a gratuitous trustee would have had in relation to this
Agreement or any of the Security Documents.


 


32.3                        Indemnity to Security
Trustee


 


Each Finance Party hereby severally agrees to indemnify the Security
Trustee on demand against any action, charge, claim, cost, damage, demand,
expense (including legal fees), liability, loss or proceeding which may be
brought, made or preferred against or suffered, sustained or incurred by the
Security Trustee in complying with any instructions from the Finance Parties or
otherwise sustained or incurred by the Security Trustee in connection with this
Agreement or any Finance Document or its rights, powers, authorities,
discretions, duties, obligations and responsibilities under any such document
except to the extent that the liability or loss arises directly from the
Security Trustee’s gross negligence, breach of a Finance Document or wilful
misconduct.


 


32.4                        Appointment and
Retirement of the Security Trustee


 


The appointment and retirement of the Security Trustee shall be governed
by the provisions set out in Part II of Schedule 5 (Appointment
and Retirement of Security Trustee).


 


32.5                        Release of Guarantees


 


The Security Trustee shall and is hereby authorised by each of the
Finance Parties (and to the extent it may have any interest therein, every
other party hereto) to execute on behalf of itself


 


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and each Finance Party and other party hereto where relevant, without
the need for any further referral to, or authority from, any Finance Party or
other person, all necessary releases of any guarantees or security given by any
Obligor under any Finance Document in relation to the disposal of any asset
which is permitted under or consented to in accordance with the relevant
Finance Documents, including without limitation any release of any guarantee or
security given under any Finance Document or any other document referred to
therein where all the shares in the capital of the party giving such guarantee
or security are so disposed of in accordance with the terms of and without any
breach of the Finance Documents.


 


32.6                        Non-Trust
Jurisdictions


 


It is hereby agreed that, in relation to any jurisdiction the courts of
which would not recognise or give effect to the trusts expressed to be created
by this Agreement, the relationship of the Finance Parties to the Security
Trustee shall be construed as one of principal and agent but, to the extent
permissible under the Laws of such jurisdiction, all the other provisions of
this Agreement shall have full force and effect between the parties hereto.


 


32.7                        Parallel Debt


 


(a)                                  Each Obligor (in this
Clause, each a “Security Party” and together the “Security Parties”) agrees, as primary
obligor and not as a surety, that promptly on demand of the Security Trustee it
will pay to the Security Trustee any Secured Obligation which is due and unpaid
from time to time in accordance with the Finance Documents (the “Parallel Debt”) provided that:


 


(i)                                    any payment by a Security Party to the Security Trustee pursuant to
this Clause 32.7 shall satisfy pro tanto
the amounts due and payable to the Finance Parties;


 


(ii)                                any payment by a Security Party to the Finance Parties shall satisfy
pro tanto the amounts due and
payable to the Security Trustee pursuant to this Clause 32.7; and


 


(iii)                            any payment by a Security Party to the Security Trustee or the
Finance Parties, as the case may be, shall satisfy such Obligor’s obligation
under this Clause 32.7 unless such payment is subsequently avoided or reduced
by virtue of any bankruptcy, insolvency, liquidation or similar laws.


 


(b)                                  Each Security Party,
the Security Trustee and each Finance Party acknowledges that the Parallel Debt
is enforceable by the Security Trustee on its own behalf.  For the avoidance of doubt, each of the
parties hereto agree that this Clause 32.7 shall continue to apply
notwithstanding there has been a change in the Security Trustee in accordance
with Schedule 5 (Security Trustee
Provisions).


 


(c)                                  Neither the
obligations of the Security Parties contained in this Agreement nor the rights,
powers and remedies conferred on the Security Trustee and/or the Finance
Parties in respect of the Security Parties by this Agreement or by Law shall be
discharged, impaired or otherwise affected by:


 


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(i)                                    the winding-up, dissolution, administration or re-organisation of
any Security Party or any other person or any change in the status, function,
control or ownership of any Security Party or any such person;


 


(ii)                                any of the obligations of any Security Party or any other person
under any of the Finance Documents or any security held by the Security Trustee
and/or any Finance Party therefor being or becoming illegal, invalid,
unenforceable or ineffective in any respect;


 


(iii)                            any time or other indulgence being granted to or agreed (i) to or
with any Security Party or any other person in respect of its obligations or
(ii) in respect of any security granted under any of the Finance Documents;


 


(iv)                               any amendment to, or any variation, waiver or release of, any
obligation of, or any security granted by, any Security Party or any other
person under any of the Finance Documents;


 


(v)                                   any total or partial failure to take, or perfect, any security
proposed to be taken in respect of the obligations of any Security Party or any
other person under any of the Finance Documents;


 


(vi)                               any total or partial failure to realise the value of, or any
release, discharge, exchange or substitution of, any security held by the
Security Trustee and/or any Finance Party in respect of any Security Party’s
obligations under any of the Finance Documents; or


 


(vii)                           any other act, event or omission which might operate to discharge,
impair or otherwise affect any of the obligations of any of the Security
Parties under this Agreement or any of the rights, powers or remedies conferred
upon the Security Trustee and/or any Finance Party or any of them by this
Agreement, any of the Finance Documents or by Law.


 


(d)                                  For the avoidance of
doubt, the Parallel Debt of each Security Party shall be deemed to constitute a
single obligation of such Security Party.


 


33.                               BORROWER’S
INDEMNITIES


 


33.1                        General Indemnities


 


The Borrower undertakes to indemnify:


 


(a)                                  each of the Finance
Parties against any cost, claim, loss, expense (including legal fees) or liability,
which any of them may sustain or incur as a consequence of the occurrence of
any Default; and


 


(b)                                  each Lender against
any loss it may suffer or incur as a result of (i) its funding or making
arrangements to fund its portion of an Advance or (ii) its issuing or making
arrangements to issue a Documentary Credit, in each case requested by the
Borrower under this Agreement but not made by reason of the operation of any
one or more of the provisions of this Agreement (save as a result of its own
gross negligence, breach of a Finance Document or wilful default).


 


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33.2                        Break Costs


 


(a)                                  The Borrower shall,
upon demand by a Finance Party, pay to that Finance Party its Break Costs
attributable to all or any part of any Advance or Unpaid Sum being paid by the
Borrower on a day other than the last day of an Interest Period or Term for
that Advance or Unpaid Sum.


 


(b)                                  Each Lender shall, as
soon as reasonably practicable after a demand by the Agent, provide a certificate
confirming the amount of its Break Costs for any Interest Period or Term in
which they accrue.


 


34.                               CURRENCY
OF ACCOUNT


 


34.1                        Currency


 


Euro is the currency of account and payment for each and every sum at
any time due from any Obligor under this Agreement provided that:


 


(a)                                  each repayment of any
Outstandings or Unpaid Sum (or part of it) shall be made in the currency in
which those Outstandings or Unpaid Sum are denominated on their due date;


 


(b)                                  interest shall be
payable in the currency in which the sum in respect of which such interest is
payable was denominated when that interest accrued;


 


(c)                                  each payment in
respect of costs and expenses shall be made in the currency in which the same
were incurred; and


 


(d)                                  each payment pursuant
to Clause 18.2 (Tax Indemnity) or Clause 19.1 (Increased Costs) shall be made in the currency specified by
the Finance Party claiming under it.


 


34.2                        Currency Indemnity


 


If any sum due from an Obligor under this Agreement or any order or
judgment given or made in relation to this Agreement has to be converted from
the currency (the “first currency”)
in which the same is payable under this Agreement or under such order or
judgment into another currency (the “second
currency”) for the purpose of (a) making or filing a claim or
proof against such Obligor, (b) obtaining an order or judgment in any
court or other tribunal or (c) enforcing any order or judgment given or
made in relation to this Agreement, the Parent shall indemnify and hold
harmless each of the persons to whom such sum is due from and against any loss
suffered or incurred as a result of any discrepancy between (x) the rate
of exchange used for such purpose to convert the sum in question from the first
currency into the second currency and (y) the rate or rates of exchange at
which such person may in the ordinary course of business purchase the first
currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.


 


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35.                               PAYMENTS


 


35.1                        Payment to the Agent


 


On each date on which this Agreement requires an amount to be paid by an
Obligor or any of the Lenders under this Agreement, such Obligor or, as the
case may be, such Lender shall make the same available to the Agent by payment
in same day funds (or such other funds as may for the time being be customary
for the settlement of transactions in the relevant currency) to such account or
bank as the Agent may have specified for this purpose and any such payment
which is made for the account of another person shall be made in time to enable
the Agent to make available such person’s portion of it to such other person in
accordance with Clause 35.2 (Same Day Funds).


 


35.2                        Same Day Funds


 


Save as otherwise provided in this Agreement, each payment received by
the Agent for the account of another person shall be made available by the
Agent to such other person (in the case of a Lender, for the account of its
Facility Office) for value the same day by transfer to such account of such
person with such bank in a Participating Member State or London (or for
payments in Optional Currencies, in the applicable financial centre) as such
person shall have previously notified to the Agent for this purpose.


 


35.3                        Clear Payments


 


Any payment required to be made by an Obligor under this Agreement shall
be calculated without reference to any set-off or counterclaim and shall be
made free and clear of, and without any deduction for or on account of, any set-off
or counterclaim.


 


35.4                        Partial Payments


 


If the Agent receives a payment that is insufficient to discharge all
the amounts then due and payable by an Obligor under the Finance Documents, the
Agent shall, unless otherwise instructed by an Instructing Group, apply that
payment towards the obligations of that Obligor under the Finance Documents in
the following order:


 


(a)                                  first, in payment in
or towards payment pro rata of any
unpaid fees, costs and expenses incurred by the Agent and the L/C Bank under
the Finance Documents;


 


(b)                                  secondly, in or
towards payment pro rata of any accrued interest
or commission due but unpaid under any Finance Document;


 


(c)                                  thirdly, in or
towards payment pro rata of any principal due but
unpaid under any Finance Document; and


 


(d)                                  fourthly, in or
towards payment pro rata of any other sum due but
unpaid under the Finance Documents,


 


and such application shall override any appropriation made by an
Obligor.


 


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35.5                        Indemnity


 


Where a sum is to be paid under this Agreement to the Agent for the
account of another person, the Agent shall not be obliged to make the same
available to that other person (or to enter into or perform any exchange
contract in connection therewith) until it has been able to establish to its
satisfaction that it has actually received such sum, but if it does so and it
proves to be the case that it had not actually received such sum, then the
person to whom such sum (or the proceeds of such exchange contract) was (or
were) so made available shall on request refund the same to the Agent together
with an amount sufficient to indemnify and hold harmless the Agent from and
against any cost or loss it may have suffered or incurred by reason of its
having paid out such sum (or the proceeds of such exchange contract) prior to
its having received such sum.


 


36.                               SET-OFF


 


36.1                        Right to Set-off


 


Each of the Obligors authorises each Lender to apply any credit balance
to which such Obligor is entitled on any account of such Obligor with that
Lender in satisfaction of any sum due and payable from such Obligor to such
Lender under this Agreement but unpaid; for this purpose, each Lender is
authorised to purchase with the moneys standing to the credit of any such
account such other currencies as may be necessary to effect such application,
provided that any Finance Party may not apply any sums owed by such Finance
Party to an Obligor in connection with any supply of graphical systems, office
products or services directly relating to either of them to such Finance Party
towards satisfaction of any debt owed by such Obligor to that Finance Party or
any other Finance Party under the Finance Documents.  Each Finance Party and each Obligor undertakes
not to enter into any arrangements between each other in contravention of this
Clause 36.1.


 


36.2                        No Obligation


 


No Lender shall be obliged to exercise any right given to it by Clause
36.1 (Right to Set-Off).


 


37.                               SHARING AMONG THE FINANCE PARTIES


 


37.1                        Payments to Finance
Parties


 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor
other than in accordance with Clause 35 (Payments) and
applies that amount to a payment due under the Finance Documents then:


 


(a)                                  the Recovering
Finance Party shall, within 3 Business Days, notify details of the receipt or
recovery to the Agent;


 


(b)                                  the Agent shall
determine whether the receipt or recovery is in excess of the amount the
Recovering Finance Party would have been paid had the receipt or recovery been received
or made by the Agent and distributed in accordance with Clause 35.4 (Partial Payments), without taking account of any tax which
would be imposed on the Agent in relation to the receipt, recovery or
distribution; and


 


(c)                                  the Recovering
Finance Party shall, within 3 Business Days of demand by the Agent, pay to the
Agent an amount (the “Sharing Payment”) equal to such receipt or 


 


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recovery less any amount which the Agent
determines may be retained by the Recovering Finance Party as its share of any
payment to be made, in accordance with Clause 35.4 (Partial
Payments).


 


37.2                        Redistribution of
Payments


 


The Agent shall treat the Sharing Payment as if it had been paid by the
relevant Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 35.4 (Partial
Payments).


 


37.3                        Recovering Finance
Party’s Rights


 


(a)                                  On a distribution by
the Agent under Clause 37.2 (Redistribution of Payments),
the Recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in the redistribution.


 


(b)                                  If and to the extent
that the Recovering Finance Party is not able to rely on its rights under
paragraph (a) above, the relevant Obligor shall be liable to the Recovering
Finance Party for a debt equal to the Sharing Payment which is immediately due
and payable.


 


37.4                        Reversal of
Redistribution


 


If any part of the Sharing Payment received or recovered by a Recovering
Finance Party becomes repayable and is repaid by that Recovering Finance Party,
then:


 


(a)                                  each Finance Party
which has received a share of the relevant Sharing Payment pursuant to Clause
37.2 (Redistribution of Payments) shall, upon the request of the Agent, pay to the Agent for
account of that Recovering Finance Party an amount equal to its share of the
Sharing Payment (together with an amount as is necessary to reimburse that
Recovering Finance Party for its share of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay); and


 


(b)                                  that Recovering
Finance Party’s rights of subrogation in respect of any reimbursement shall be
cancelled and the relevant Obligor will be liable to the reimbursing Finance
Party for the amount so reimbursed.


 


37.5                        Exceptions


 


(a)                                  This Clause 37 shall
not apply to the extent that the Recovering Finance Party would not, after
making any payment pursuant to this Clause, have a valid and enforceable claim
against the relevant Obligor.


 


(b)                                  A Recovering Finance Party
is not obliged to share with any other Finance Party under any amount which the
Recovering Finance Party has received or recovered as a result of taking legal
or arbitration proceedings, if:


 


(i)                                    it notified such other Finance Party of the legal or arbitration
proceedings; and


 


(ii)                                such other Finance Party had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably
practicable 


 


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having received
notice of it or did not take separate legal or arbitration proceedings.


 


38.                               CALCULATIONS AND ACCOUNTS


 


38.1                        Day Count Convention


 


Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 365 days (in the case of amounts
denominated in sterling) or 360 days (in the case of amounts denominated in
other Optional Currencies or euro) (as appropriate or, in any case where market
practice differs, in accordance with market practice) and the actual number of
days elapsed.


 


38.2                        Reductions


 


Any repayment of any Advance denominated in an Optional Currency shall
reduce the amount of such Advance by the amount of such Optional Currency
repaid and shall reduce the Euro Amount of such Advance proportionately.


 


38.3                        Reference Banks


 


Save as otherwise provided in this Agreement, on any occasion a
Reference Bank or Lender fails to supply the Agent with an interest rate
quotation required of it under the foregoing provisions of this Agreement, the
rate for which such quotation was required shall be determined from those
quotations which are supplied to the Agent.


 


38.4                        Maintain Accounts


 


Each Lender shall maintain in accordance with its usual practice
accounts evidencing the amounts from time to time lent by and owing to it under
this Agreement.


 


38.5                        Control Accounts


 


The Agent shall maintain on its books a control account or accounts in
which shall be recorded:


 


(a)                                  the amount and the
Euro Amount of any Advance or Unpaid Sum and the face amount and the Euro
Amount of any Documentary Credit, and each Lender’s share in it;


 


(b)                                  the amount of all
principal, interest and other sums due or to become due from each of the
Obligors to any of the Lenders under the Finance Documents and each Lender’s
share in it; and


 


(c)                                  the amount of any sum
received or recovered by the Agent under this Agreement and each Lender’s share
in it.


 


38.6                        Prima Facie Evidence


 


In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to
Clause 38.4 (Maintain Accounts) and 


 


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Clause 38.5 (Control Accounts)
shall be prima  facie
evidence of the existence and amounts of the specified obligations of the
Obligors.


 


38.7                        Certificate of
Finance Party


 


A certificate of a Finance Party as to the amount for the time being
required to indemnify it against any Tax Liability pursuant to Clause 18.2 (Tax Indemnity) or any Increased Cost
pursuant to Clause 19.1 (Increased Costs)
shall be, save for manifest error, final and conclusive evidence of the
existence and amounts of the specified obligations of the Parent.


 


38.8                        Certificate of the
Agent


 


A certificate of the Agent as to the amount at any time due from the
Borrower under this Agreement (or the amount which, but for any of the
obligations of the Borrower under this Agreement being or becoming void,
unenforceable or ineffective, at any time, would have been due from the
Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 30 (Guarantee and Indemnity).


 


38.9                        Certificate of L/C
Bank


 


A certificate of an L/C Bank as to the amount paid out or at any time
due in respect of a Documentary Credit shall, absent manifest error, be prima facie evidence of the payment of such amounts or (as
the case may be) of the amounts outstanding in any legal action or proceedings
arising in connection therewith.


 


38.10                 Calculations in accordance with
Dutch GAAP


 


All calculations pursuant to Clause 24 (Financial
Condition) and Clause 26.13 (Assets
and EBITDA Attributable to Qualified Obligors) as well as all
calculations of Excess Cash Flow and the Consolidated Leverage Ratio
(including, without limitation, for purposes of determining the Applicable
Margin) and all other financial terms as same may be used in determining
compliance with Clause 24 (Financial
Condition) and Clause 26.13 (Assets
and EBITDA Attributable to Qualified Obligors) and calculations of
Applicable Margin and Excess Cash Flow, shall be made in accordance with Dutch
GAAP, it being understood that, consistent therewith, all amounts used in
making such calculations shall be determined in euros, converting all amounts
in other currencies into euros in a manner consistent with Dutch GAAP, except
that, for the purposes of calculating the numerator only of the Consolidated
Leverage Ratio (including, without limitation, for purposes of determining the
Applicable Margin), any amounts expressed in currencies other than euros shall
be converted into euros (as shown on Reuters ECB page 37 or, if same does not
provide such exchange rates, on such other basis as may be satisfactory to the
Agent) for the exchange of such currency into euros for the period of 30
consecutive days ended one Business Day prior to the respective determination
of the Consolidated Leverage Ratio.


 


39.                               ASSIGNMENTS AND TRANSFERS


 


39.1                        Successors and
Assignees


 


This Agreement shall be binding upon and enure to the benefit of each
party to this Agreement and its or any subsequent successors, permitted
assignees and Transferees.


 


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39.2                        Assignment or
Transfers by Obligors


 


None of the rights, benefits and obligations of an Obligor under this
Agreement shall be capable of being assigned or transferred and each Obligor
undertakes not to seek to assign or transfer any of its rights, benefits and
obligations under this Agreement without the consent of all the Lenders.


 


39.3                        Assignments or
Transfers by Lenders


 


Any Lender may, at any time, assign all or any of its rights and
benefits under the Finance Documents in accordance with Clause 39.4 (Assignments) or transfer all or any of its rights, benefits
and obligations under the Finance Documents in accordance with Clause 39.5
(Transfer Certificate) without the
consent of any other party provided that notwithstanding any other provision of
this Agreement:


 


(a)                                  (x)
all or a portion of its Commitments (and related outstanding Facilities
Obligations hereunder) and/or its Term Facility Outstandings may be transferred
to (i) its parent company and/or any affiliate of such Lender or another Lender
which is at least 50 per cent. owned by such Lender or its parent company, (ii)
one or more Lenders or (iii) in the case of any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is managed
or advised by the same investment advisor of such Lender or by an Affiliate of
such investment advisor or (y) all, or if less than all, a portion equal to at
least €1,000,000 in the aggregate for the assigning or transferring Lender(s),
of such Commitments (and related outstanding Obligations hereunder) and/or its
Term Facility Outstandings hereunder to one or more Eligible Institutions
(treating any fund that invests in bank loans and any other fund that invests
in bank loans and is managed or advised by the same investment advisor of such
fund or by an Affiliate of such investment advisor as a single Eligible
Institution), provided that, (i) at such time Part I of Schedule 1 (Lenders and Commitments) shall be deemed
modified to reflect the Commitments (and/or Term Facility Outstandings, as the
case may be) of such new Lender and of the existing Lenders, (ii) the consent
of each L/C Bank and each Swingline Facility Lender shall be required in
connection with any assignment or transfer of all or any portion of Revolving
Facility Commitments (which consents shall not be unreasonably withheld or
delayed), (iii) in the case of assignments or transfers pursuant to clause (y)
above, the consent of the Agent shall be required (which consent shall not be
unreasonably withheld or delayed) and, so long as no Default or Event of
Default then exists, the prior written consent of the Borrower shall be
required (which consent shall not be unreasonably withheld or delayed).


 


(b)                                 At the
time of each assignment pursuant to this Clause 39.3 to a person which is not
already a Lender hereunder and which is not a U.S. Person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. federal income tax
purposes, the respective assignee or transferee Lender shall provide to the
Borrower and the Agent the appropriate Internal Revenue Service Forms (and, if
appropriate, the form specified in paragraph (e) of Clause 18.1 (Tax Gross-up)).


 


(c)                                  To the
extent that an assignment pursuant to Clause 21.1 (Replacement of Lenders) and this Clause 39 would, at the
time of such assignment or transfer, result in increased costs under Clauses 18
(Taxes), 19.1 (Increased Costs) or 20 (Illegality) from those being charged by
the respective assigning or transferring Lender prior to 


 


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such assignment or transfer,
then the Borrower shall not be obligated to pay such increased costs (although
the Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
assignment or transfer).  At the time of
any such assignment or transfer pursuant to this Clause 39.3, the assigning or
transferring Lender shall furnish notice thereof to the Agent.


 


(d)                                 Nothing
in this Agreement shall prevent or prohibit any Lender from pledging or
assigning by way of security its Outstandings hereunder to a Federal Reserve
Lender in support of borrowings made by such Lender from such Federal Reserve
Lender and, with the consent of the Agent, any Lender which is a fund may
pledge or assign by way of security all or any portion of its Outstandings to a
trustee for the benefit of investors and in support of its obligation to such
investors.  No pledge or assignment by
way of security pursuant to this paragraph (d) shall release the transferor
Lender from any of its obligations hereunder. 
For the avoidance of doubt, a pledge shall not include a charge by way
of security.


 


39.4                        Assignments


 


If any Lender wishes to assign all or any of its rights and benefits
under the Finance Documents, unless and until the relevant assignee has agreed
with the other Finance Parties that it shall be under the same obligations
towards each of them as it would have been under if it had been an original
party to the Finance Documents as a Lender, such assignment shall not become
effective and the other Finance Parties shall not be obliged to recognise such
assignee as having the rights against each of them which it would have had if
it had been such a party to this Agreement.


 


39.5                        Transfer Certificate


 


If any Lender wishes to transfer all or any of its rights, benefits
and/or obligations under the Finance Documents, such transfer may be effected
by novation through the delivery to the Agent of a duly completed and duly
executed Transfer Certificate in which event, on the later of the Transfer Date
specified in such Transfer Certificate and the fifth Business Day after (or
such earlier Business Day endorsed by the Agent on such Transfer Certificate
falling on or after) the date of delivery of such Transfer Certificate to the
Agent:


 


(a)                                  to the extent that in
such Transfer Certificate the Lender party to it seeks to transfer its rights,
benefits and obligations under the Finance Documents, each of the Obligors and
such Lender shall be released from further obligations towards one another
under the Finance Documents and their respective rights against one another
shall be cancelled (such rights and obligations being referred to in this
Clause 39.5 as “discharged rights and obligations”);


 


(b)                                  each of the Obligors
and the Transferee party to it shall assume obligations towards one another
and/or acquire rights against one another which differ from the discharged
rights and obligations only insofar as such Obligor and such Transferee have
assumed and/or acquired the same in place of such Obligor and such Lender;


 


(c)                                  subject to Clause
21.1 (Replacement of Lenders),
the other Finance Parties and the Transferee shall acquire the same rights and
benefits and assume the same obligations between themselves as they would have
acquired and assumed had such Transferee 


 


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been an original party to the Finance
Documents as a Lender with the rights, benefits and obligations acquired or
assumed by it as a result of such transfer; and


 


(d)                                  such Transferee shall
become a party to this Agreement as a Lender.


 


39.6                        Transfer Fee


 


On the date upon which a transfer takes effect pursuant to
Clause 39.5 (Transfer Certificate)
the Transferee in respect of such transfer shall pay to the Agent for its own
account a transfer fee of €1,500 provided that this fee shall not be payable by
any Lender party to this Agreement on the date of this Agreement in respect of
transfers made by such Lender prior to the Syndication Date.


 


39.7                        Sub-participations


 


Subject to Clause 46 (Third Party
Rights) any Lender may grant participations in its rights hereunder,
such Lender shall remain a “Lender” for all purposes hereunder (and may not
otherwise transfer or assign all or any portion of its Commitments hereunder
except as provided in Clause 39.3 (Assignments
or Transfers by Lenders)) and the participant shall not constitute a
“Lender” hereunder and provided that no Lender shall grant any participation
under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Finance Document except to the extent
such amendment or waiver would:


 


(a)                                  extend the final
scheduled maturity of any Facility or Documentary Credit (unless such
Documentary Credit is not extended beyond the Final Maturity Date of the
Revolving Facility) in which such participant is participating, or reduce the
rate or extend the time of payment of interest or fees thereon (except in
connection with a waiver of applicability of any post-default increase in
interest rates) or reduce the principal amount thereof, or increase the amount
of the participant’s participation over the amount thereof then in effect (it
being understood that a waiver of any Default or Event of Default or of a
mandatory repayment of Term Facility Outstandings or a mandatory reduction in
the Available Revolving Facility shall not constitute a change in the terms of
such participation, and that an increase in any Commitment or Outstandings
shall be permitted without the consent of any participant if the participant’s
participation is not increased as a result thereof);


 


(b)                                  consent to the
assignment or transfer by any Obligor of any of its rights and obligations
under this Agreement;


 


(c)                                  release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Finance Documents) supporting the Facilities Obligations
hereunder in which such participant is participating.


 


In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Finance Documents (the participant’s rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favour of the participant relating thereto) and all amounts payable
by the Borrower hereunder shall be determined as if such Lender had not sold
such participation, except that to the extent that the participant may be
required to be recognised as the owner (or beneficial 


 


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owner) for tax purposes, such participant
shall be considered as the Lender in applying any of the provisions of the
Finance Documents that involve such tax.


 


39.8                        Disclosure of
Information


 


(a)                                  Subject to the provisions of paragraph
(b) below, each Lender agrees that it will treat as confidential (in accordance
with normal banking procedures) any information with respect to the Parent or
any of its Subsidiaries which is now or in the future furnished pursuant to
this Agreement or any other Finance Document, provided that any Lender
may disclose any such information:


 


(i)                                     as has become generally available to the
public other than by virtue of a breach of this paragraph (a) by the respective
Lender;


 


(ii)                                  as may be required or is reasonably
appropriate in any report, statement or testimony submitted to any municipal,
state, Federal or foreign regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation, the NAIC or similar organizations (whether in
the United States or elsewhere) or their successors;


 


(iii)                               as may be required or reasonably
appropriate in respect to any summons or subpoena or in connection with any
litigation;


 


(iv)                              in order to comply with any law, order,
regulation or ruling applicable to such Lender;


 


(v)                                 to the Agent or the Security Trustee;


 


(vi)                              to such Lender’s Affiliates, employees,
auditors, advisors or counsel or to another Lender if the Lender or such Lender’s
holding or parent company in its sole discretion determines that any such party
should have access to such information, provided such persons shall be
subject to the provisions of this Clause 39.8 to the same extent as such
Lender; and


 


(vii)                           to any prospective or actual transferee
or participant or their respective investment advisors in connection with any
contemplated transfer, participation, securitisation or hedge of any of the
Commitments, any interest therein by such Lender or any other transaction under
which payments are to be made by reference to any Finance Document or Obligor, provided
that such prospective transferee, participant or, as the case may be,
investment advisor agrees to be bound by the confidentiality provisions
contained in this Clause 39.8.


 


(b)                                  Each Obligor hereby acknowledges and
agrees that each Lender may share with any of its affiliates any information
related to the Parent or any of its Subsidiaries (including, without
limitation, any non-public customer information regarding the creditworthiness
of the Parent and its Subsidiaries), provided that such Persons shall be
subject to the provisions of this Clause 39.8 to the same extent as such
Lender.


 


(c)                                  Notwithstanding anything in this
Agreement, any amendments to this Agreement, or any other document, agreement
or understanding relating to the transactions 


 


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contemplated by this Agreement, each party to this Agreement and its
affiliates (and each employee, representative, or other agent of such party or
its affiliates) are authorised to disclose to any and all persons, beginning
immediately upon commencement of discussions regarding the transactions
contemplated by this Agreement and without limitation of any kind, the U.S.
federal, state or local tax treatment and tax structure of such transactions,
and all materials of any kind (including opinions or other tax analyses) that
are provided to such party or its affiliates relating to such tax treatment and
tax structure, except to the extent that such disclosure is subject to
restrictions reasonably necessary to comply with securities laws.  For purposes of this authorisation, the “tax
treatment” of a transaction means the purported or claimed tax treatment of the
transaction, and the “tax structure” of a transaction means any fact that may
be relevant to understanding the purported or claimed tax treatment of the
transaction.  This paragraph is intended
to reflect the understanding of the parties that the transactions contemplated
by this Agreement have not been offered under “conditions of confidentiality”,
as that phrase is used in U.S. Treasury Regulations sections 1.601-4(b)(3) and
301.6111-2(c), and in any state or local law or regulation incorporating all or
part of such sections, and shall be interpreted in a manner consistent
therewith.  Nothing herein is intended to
imply that any party or its affiliates (or any employee, representative, or
other agent of such party or its affiliates) has made or provided to, or for
the benefit of, any other party or its affiliates any oral or written statement
as to any potential U.S. federal, state or local tax consequences that are
related to, or may result from, the transactions contemplated by this
Agreement.  None of the parties provides
accounting, tax or legal advice, and each has consulted, or will consult, its
own advisers regarding its participation in such transactions.


 


39.9                        Register


 


The Borrower hereby designates the Agent to serve as the Borrower’s
agent, solely for purposes of this Clause 39.9, to maintain a register (the “Register”) on which it will record the
Commitments from time to time of each of the Lenders, the Advances made by each
of the Lenders and each repayment in respect of the principal amount of the
Advances of each Lender.  Failure to make
any such recordation, or any error in such recordation, shall not affect the
Borrower’s obligations in respect of such Advances.  With respect to any Lender, the transfer of
the Commitments of such Lender and the rights to the principal of, and interest
on, any Advance made pursuant to such Commitments shall be not be effective
until such transfer is recorded on the Register maintained by the Agent with
respect to ownership of such Commitments and Advances and prior to such
recordation all amounts owing to the transferor with respect to such
Commitments and Advances shall remain owing to the transferor.  The registration of assignment or transfer of
all or part of any Commitments and Advances shall be recorded by the Agent on
the Register only upon the acceptance by the Agent of a properly executed and
delivered Transfer Certificate pursuant to Clause 39.5 (Transfer Certificate).  The Borrower agrees to indemnify the Agent
from and against any and all losses, claims, damages and liabilities of
whatsoever nature which may be imposed on, asserted against or incurred by the
Agent in performing its duties under this Clause 39.9 except to the extent
resulting from the gross negligence or wilful misconduct of the Agent (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).


 


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40.                               COSTS
AND EXPENSES


 


40.1                        Transaction Costs


 


The Parent shall, from time to time on demand of the Agent, reimburse
the Agent, the Security Trustee and each of the Arrangers for all reasonable
costs and expenses (including legal fees) incurred by them in connection with
the negotiation, preparation and execution of the Finance Documents and the
completion of the transactions therein contemplated and primary syndication of
the Facilities (including publicity expenses).


 


40.2                        Preservation and
Enforcement Costs


 


The Parent shall, from time to time on demand of the Agent, reimburse
each Finance Party for all costs and expenses (including legal fees) incurred
in or in connection with the preservation and/or enforcement of any of the
rights of such Finance Party under the Finance Documents.


 


40.3                        Stamp Taxes


 


The Parent shall pay (or cause the Borrower to pay) all stamp,
registration, documentary and other taxes (including any penalties, additions,
fines, surcharges or interest relating thereto) to which any of the Finance
Documents or any judgment given in connection therewith is or at any time may
be subject and shall, from time to time on demand of the Agent, indemnify the
Finance Parties against any liabilities, costs, claims and expenses resulting
from any failure to pay or any delay in paying those taxes.  The Agent shall be entitled (but not obliged)
to pay those taxes (whether or not they are its primary responsibility) and to
the extent that it does so claim under this Clause 40.3.


 


40.4                        Compensation


 


The Parent shall, from time to time on demand of the Agent (and without
prejudice to the provisions of Clause 40.2 (Preservation
and Enforcement Costs) and Clause 40.5 (Amendments
and Waivers)) compensate the Agent at such daily and/or hourly rates
as the Agent shall from time to time reasonably determine for all time expended
by the Agent, its directors, officers and employees, and for all costs and
expenses (including telephone, fax, copying, travel and personnel costs) they
may incur, in connection with the Agent’s taking such action as it may consider
appropriate in connection with:


 


(a)                                  the granting or
proposed granting of any waiver or consent requested under any of the Finance
Documents by the Obligors or any of them;


 


(b)                                  any actual, potential
or suspected breach by an Obligor of any of its obligations under any of the
Finance Documents;


 


(c)                                  the occurrence of any
Default; or


 


(d)                                  any amendment or
proposed amendment of any of the Finance Documents requested by the Obligors or
any of them.


 


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40.5                        Amendments and
Waivers


 


If an Obligor requests any amendment or waiver in accordance with Clause
45 (Amendments), the relevant Obligor shall,
on demand of the Agent, reimburse the Finance Parties for all reasonable costs
and expenses (including legal fees) incurred by any of the Finance Parties in
responding to or complying with such request.


 


40.6                        Management Time of
the Agent


 


Any amount payable to the Agent under this Clause 40 shall include the
cost of utilising its management time or other resources and will be calculated
on the basis of such reasonable daily or hourly rates as it may notify to the
Parent and the Lenders, and is in addition to any fee paid or payable to it
under Clause 17 (Commissions and Fees).


 


40.7                        Lenders’ Indemnity


 


If any Obligor fails to perform any of its obligations under this Clause
40, each Lender shall indemnify and hold harmless each of the Agent, the
Arrangers and/or the Security Trustee from and against its Proportion (as
determined at all times for these purposes in accordance with paragraph (c) of
the definition of “Proportion”) of any loss incurred by any of them as a result
of such failure and the relevant Obligor shall forthwith reimburse each Lender
for any payment made by it pursuant to this Clause.


 


40.8                        Value Added Tax


 


(a)                                  All amounts expressed
to be payable under any Finance Document by any Obligor to a Finance Party
shall be exclusive of any VAT.  If VAT is
chargeable on any supply made by a Finance Party to any Obligor under any
Finance Document (whether that supply is taxable pursuant to the exercise of an
option or otherwise), that Obligor shall pay to that Finance Party (in addition
to and at the same time as paying that consideration) an amount equal to the
amount of the VAT as further consideration.


 


(b)                                  No payment or other
consideration to be made or furnished to any Obligor pursuant to or in
connection with any Finance Document may be increased or added to by reference
to (or as a result of any increase in the rate of) any VAT which shall be or
may become chargeable in respect of any taxable supply.


 


(c)                                  Where a Finance
Document requires any party to reimburse a Finance Party for any costs or
expenses, that party shall also pay any amount of those costs or expenses
incurred referable to VAT chargeable thereon.


 


40.9                        Indemnity Payments


 


Where under any Finance Document an Obligor has an obligation to
indemnify or reimburse any Protected Party in respect of any loss or payment,
the calculation of the amount payable by way of indemnity or reimbursement
shall take account of the likely tax treatment in the hands of that Protected
Party (as determined by that Protected Party) of the amount payable by way of
indemnity or reimbursement and of the loss or payment in respect of which that
amount is payable.


 


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41.                               REMEDIES
AND WAIVERS


 


No failure to exercise, nor any delay in exercising, on the part of the
Finance Parties or any of them, any right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy.  The rights
and remedies provided in this Agreement are cumulative and not exclusive of any
rights or remedies provided by Law.


 


42.                               NOTICES AND DELIVERY OF INFORMATION


 


42.1                        Writing


 


Each communication to be made under any Finance Document shall be made
in writing and, unless otherwise stated, shall be made by fax, telex or letter.


 


42.2                        Giving of Notice


 


Any communication or document to be made or delivered by one person to
another pursuant to any Finance Document shall in the case of any person other
than a Lender (unless that other person has by 15 days’ written notice to the
Agent specified another address) be made or delivered to that other person at
the address identified with its signature below or, in the case of a Lender, at
the address from time to time designated by it to the Agent for the purpose of
the Finance Documents (or, in the case of a Transferee at the end of the
Transfer Certificate to which it is a party as Transferee) and shall be deemed
to have been made or delivered when despatched (in the case of any
communication made by fax or telex) or (in the case of any communication made
by letter) when left at the address or (as the case may be) 5 Business Days
after being deposited in the post postage prepaid in an envelope addressed to
it at that address provided that any communication or document to be made or
delivered to the Agent shall be effective only when received by the Agent and
then only if the same is expressly marked for the attention of the department
or officer identified with the Agent’s signature below (or such other
department or officer as the Agent shall from time to time specify for this
purpose).


 


42.3                        Use of Websites


 


(a)                                  An Obligor may
satisfy its obligation under any Finance Document to which it is a party to
deliver any information in relation to those Lenders (the “Website Lenders”) who accept this
method of communication by posting this information onto an electronic website
designated by the Parent and the Agent (the “Designated Website”) if:


 


(i)                                    the Agent expressly agrees (after consultation with each of the
Lenders) that it will accept communication of the information by this method;


 


(ii)                                both the Parent and the Agent are aware of the address of, and any
relevant password specifications for, the Designated Website; and


 


(iii)                            the information is in a format previously agreed between the Parent
and the Agent.


 


If any Lender (a “Paper Form Lender”)
does not agree to the delivery of information electronically then the Agent
shall notify the Parent accordingly and the Parent shall supply 


 


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the information to the Agent (in sufficient copies for each Paper Form
Lender) in paper form.  In any event, the
Parent shall supply the Agent with at least one copy in paper form of any
information required to be provided by it.


 


(b)                                  The Agent shall
supply each Website Lender with the address of, and any relevant password
specifications for, the Designated Website following designation of that
website by the Parent and the Agent.


 


(c)                                  The Parent shall
promptly upon becoming aware of its occurrence notify the Agent if:


 


(i)                                    the Designated Website cannot be accessed due to technical failure;


 


(ii)                                the password specifications for the Designated Website change;


 


(iii)                            any new information which is required to be provided under this
Agreement is posted onto the Designated Website;


 


(iv)                               any existing information which has been provided under this
Agreement and posted onto the Designated Website is amended; or


 


(v)                                   the Parent becomes aware that the Designated Website or any
information posted onto the Designated Website is or has been infected by any
electronic virus or similar software.


 


If the Parent notifies the
Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be
provided by the Parent under this Agreement after the date of that notice shall
be supplied in paper form unless and until the Agent and each Website Lender is
satisfied that the circumstances giving rise to the notification are no longer
continuing.


 


(d)                                  Any Website Lender
may request, through the Agent, one paper copy of any information required to
be provided under this Agreement which is posted onto the Designated
Website.  The Parent shall comply with
any such request within 10 Business Days.


 


42.4                        Electronic
Communication


 


(a)                                  Any communication to
be made between the Agent and a Lender under or in connection with the Finance
Documents may be made by electronic mail or other electronic means, if the
Agent and the relevant Lender:


 


(i)                                    agree that, unless and until notified to the contrary, this is to be
an accepted form of communication;


 


(ii)                                notify each other in writing of their electronic mail address and/or
any other information required to enable the sending and receipt of information
by that means; and


 


(iii)                            notify each other of any change to their address or any other such
information supplied by them.


 


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(b)                                  Any electronic
communication made between the Agent and a Lender will be effective only when
actually received in readable form and in the case of any electronic
communication made by a Lender to the Agent only if it is addressed in such a
manner as the Agent shall specify for this purpose.


 


43.                               ENGLISH
LANGUAGE


 


Each communication and document made or delivered by one party to
another pursuant to any of the Finance Documents shall be in the English
language or accompanied by a translation of it into English certified (by an
officer of the person making or delivering the same) as being a true and
accurate translation of it.


 


44.                               PARTIAL
INVALIDITY


 


If, at any time, any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the Law of any jurisdiction, such
illegality, invalidity or unenforceability shall not affect:


 


(a)                                  the legality,
validity or enforceability of the remaining provisions of this Agreement; or


 


(b)                                  the legality,
validity or enforceability of such provision under the Law of any other
jurisdiction.


 


45.                               AMENDMENTS


 


45.1                        Amendments


 


Except as provided in Clauses 45.2 (Consent), 45.3
(Technical Amendments) and 45.4 (Guarantees and Security), the Agent, if it has the prior
written consent of an Instructing Group, and the Obligors affected thereby, may
from time to time agree in writing to amend this Agreement or to waive,
prospectively or retrospectively, any of the requirements of this Agreement and
any amendments or waivers so agreed shall be binding on all the Finance Parties
and the Obligors.


 


45.2                        Consent


 


(a)                                  An amendment or
waiver relating to the following matters shall not be made without the prior
written consent of all the Lenders:


 


(i)                                    a reduction in the proportion of any amount received or recovered
(whether by way of set-off, combination of accounts or otherwise) in respect of
any amount due from an Obligor under this Agreement to which any Lender is
entitled;


 


(ii)                                a decrease in any Applicable Margin for, or the principal amount of,
any Advance, any Documentary Credit or any interest payment, fees or other
amounts due under this Agreement to any Lender from an Obligor or any other
party to this Agreement (other than the result of any amendment or modification
to Clause 24 (Financial Condition)
where the primary purpose of such amendment or modification (as determined in
good faith by the Parent and the Agent) was not to decrease the pricing
pursuant to this Agreement);


 


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(iii)                            any change in the currency of account;


 


(iv)                               the deferral of the date for payment of any principal, interest, fee
or any other amount due under this Agreement to any Lender from an Obligor or
any other party to this Agreement;


 


(v)                                   the deferral of any Final Maturity Date, any Termination Date or any
Expiry Date;


 


(vi)                               any reduction to the percentage set forth in the definition of
Instructing Group as included on the date of this Agreement (it being
understood that, with the consent of the Instructing Group, additional
extensions of credit pursuant to this Agreement may be included in the
determination of Instructing Group on substantially the same basis on the
extensions of the Term Facilities and the Revolving Facilities as at the
Effective Date);


 


(vii)                           any amendments, modifications or waiver of any provision to this
Clause;


 


(viii)                       consent to the assignment or transfer by the Parent or any other
Obligor (other than to another Obligor or another Wholly-Owned Subsidiary of
the Parent which acceded as an Acceding Guarantor) of any of its rights and
obligations under this Agreement; and


 


(ix)                              a change to any provision which contemplates the need for the
consent or approval of all the Lenders.


 


(b)                                  Notwithstanding
paragraph (a) above, an amendment or waiver relating to the following matters
shall not be made without the prior written consent of each Lender affected
thereby:


 


(i)                                    any increase in the Commitment of such Lender (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Available Facility shall
not constitute an increase of the Commitment of any Lender, and that an
increase in the available portion of any Commitment of any Lender shall not
constitute an increase in the Commitment of such Lender);


 


(ii)                                in relation to any Swingline Facility Lender every provision of
Clause 6 (Swingline Facilities)
or alter its rights or obligations with respect to Swingline Facility Advances;
and


 


(iii)                            in relation to the L/C Bank every provision of Clause 5 (Documentary Credits) or alter its rights
or obligations with respect to any Documentary Credits issued by it.


 


(c)                                  Notwithstanding
paragraph (a) above, an amendment or waiver relating to the following matters
shall not be made without the prior written consent of the Majority Lenders of
the respective Facility:


 


(i)                                    any amendment or waiver which would result in a Lender of such
Facility being allocated a lesser prepayment, repayment (or commitment
reduction) as a result of any alteration of the required application of any
prepayments or 


 


189





















 


repayments (or
commitment reductions), as between the various Facilities, pursuant to Clauses
9 (Repayment of Revolving and Swingline
Facility Outstandings), 10 (Repayment
of Term Facility Outstandings), 12 (Voluntary
Prepayment) or 13 (Mandatory
Prepayment) (although the Instructing Group may (1) waive, in whole
or in part, any such prepayment, repayment or commitment reduction, so long as
the application, as amongst the various Facilities, of any such prepayment,
repayment or commitment reduction which is still required to be made is not
altered and (2) agree to the inclusion of additional extensions of credit made
after the Initial Borrowing Date (and not pursuant to Commitments as in effect
on the Initial Borrowing Date) on substantially the same basis as the other
extensions of credit, pursuant to Clauses 11.1 (Voluntary Cancellation) and/or 12.1 (Voluntary Prepayment); and


 


(ii)                                any amendment to the definition of “Majority Lenders”; and


 


(d)                                  Notwithstanding
paragraph (a) above, an amendment or waiver which would amend, modify or waive
any Scheduled Repayment applicable to the respective Facility shall not be made
without the prior written consent of the Supermajority Lenders of the
respective Facility (except that no such consent of the Supermajority Lenders
of the affected Facility shall be required in connection with any increase in
the Scheduled Repayments of such affected Facility (including, without
limitation, as a result of the making of additional Advances pursuant to a
given Facility which has the effect of increasing the Scheduled Repayments of
such affected Facility on a proportionate basis)).


 


45.3                        Technical Amendments


 


Notwithstanding Clause 45.1 (Amendments),
the Agent may determine administrative matters and make technical amendments
arising out of manifest errors on the face of this Agreement, where such
amendments would not prejudice or otherwise be adverse to the position of any
Lender under this Agreement, without reference to the Lenders.


 


45.4                        Guarantees and
Security


 


A waiver of issuance or the release of any Guarantor from any of its
obligations under Clause 30 (Guarantee and Indemnity)
other than in accordance with the terms of this Agreement or a release of all
or substantially all of the Collateral subject to any Security under the
Security Documents other than in accordance with the terms of this Agreement
shall require prior written consent of all the Lenders.


 


45.5                        Amendments affecting
the Agent


 


Notwithstanding any other provision of this Agreement, the Agent shall
not be obliged to agree to any amendment or waiver if the same would:


 


(i)                                    amend
or waive any provision of Clauses 31 (Agent and Obligors’ Agent),
Clause 40 (Costs and Expenses) or this Clause 45;
or


 


(ii)                                otherwise
amend or waive any of the Agent’s rights under this Agreement or subject the
Agent to any additional obligations under this Agreement.


 


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45.6                        Amendments affecting
the Security Trustee


 


Notwithstanding any other provision of this Agreement, the Security
Trustee shall not be obliged to agree to any amendment or waiver if the same
would:


 


(i)                                    amend
or waive any provision of Clauses 31 (Agent and Obligors’ Agent),
Clause 40 (Costs and Expenses) or this Clause 45;
or


 


(ii)                                otherwise
amend or waive any of the Security Trustee’s rights under this Agreement or
subject the Security Trustee to any additional obligations under this
Agreement.


 


45.7                        Replacement of
non-Instructing Group Lender


 


If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
paragraph (a) of Clause 45.2 (Consent),
the consent of the Instructing Group is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right (so long as all non-consenting Lenders whose
individual consent is required are treated as described in either paragraphs
(a) or (b) below) to either:


 


(a)                                  replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower if the
respective Lender’s consent is required with respect to less than all
Outstandings (or related Commitments), to replace only the respective
Commitments and/or Outstandings of the respective non-consenting Lender which
gave rise to the need to obtain such Lender’s individual consent) with one or
more members of the Instructing Group pursuant to Clause 21.1 (Replacement of Lenders) so long as at the
time of such replacement, each such member of the Instructing Group consents to
the proposed change, waiver, discharge or termination; or


 


(b)                                  terminate each
Revolving Facility Commitment and/or Incremental Revolving Facility Commitment
of such non-consenting Lender’s Revolving Facility Commitment (if such Lender’s
consent is required as a result of its Revolving Facility Commitment and/or
Incremental Revolving Facility Commitment) and/or repay each Term Facility
Outstandings of such Lender which gave rise to the need to obtain such Lender’s
consent, in accordance with Clauses 11.1 (Voluntary
Cancellation) and/or 12.1 (Voluntary
Prepayment), provided that, unless the Commitments
terminated, and Outstandings repaid, pursuant to this paragraph (b) are
immediately replaced in full at such time through the addition of new Lenders
or the increase of the Commitments and/or Outstandings of remaining lenders (who
in each case must specifically consent thereto), then in the case of any action
pursuant to this paragraph (b) the Instructing Group (determined both (x)
before giving effect to the proposed action and (y) as if the Outstandings and
Commitments being terminated (and not replaced) were not outstanding) shall
specifically consent thereto,


 


for the avoidance of doubt, the Borrower shall not have the right to
replace a Lender, terminate its Revolving Facility Commitment or repay its
Outstandings solely as a result of the exercise of such Lender’s rights (and
the withholding of any required consent by such Lender) pursuant to paragraph
(b) of Clause 45.2 (Consent).


 


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46.                               THIRD
PARTY RIGHTS


 


(a)                                  A person which is not
a party to this Agreement (a “third party”) shall have no right to
enforce any of its provisions except that:


 


(i)                                    this shall not affect any right or remedy of a third party which it
would have had if the Contracts (Rights of Third Parties) Act 1999 had not come
into effect; and


 


(ii)                                each of Clause 5.9 (Exclusion of
Liability), Clause 18.2 (Tax
Indemnity), Clause 19 (Increased
Costs) and Clause 31.9(b) (Exclusion
of Liability) shall be enforceable by any third party referred to in
such clause as if such third party were a party to this Agreement.


 


(b)                                  The parties to this
Agreement may without the consent of any third party vary or rescind this
Agreement.


 


47.                               COUNTERPARTS


 


This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.


 


48.                               GOVERNING
LAW


 


This Agreement shall be governed by, and construed in accordance with,
English Law.


 


49.                               JURISDICTION


 


49.1                        Courts of England


 


Each of the parties to this Agreement irrevocably agrees for the benefit
of each of the Finance Parties that the courts of England shall have exclusive
jurisdiction to hear and determine any suit, action or proceedings, and to
settle any disputes, which may arise out of or in connection with this
Agreement (respectively “Proceedings”
and “Disputes”) and, for such
purposes, irrevocably submits to the jurisdiction of such courts.


 


49.2                        Waiver


 


Each of the Obligors irrevocably waives any objection which it might now
or hereafter have to Proceedings being brought or Disputes settled in the
courts of England and agrees not to claim that any such court is an
inconvenient or inappropriate forum.


 


49.3                        Service of Process


 


Each of the Obligors which is not incorporated in England agrees that
the process by which any Proceedings are begun may be served on it by being
delivered in connection with any Proceedings in England, to Buhrmann UK Limited at Tameside Drive,
Holford, Birmingham, West Midlands B6 7AY or its registered office for the time
being.  If the appointment of the person
mentioned in this Clause 49.3 ceases to be effective in respect of any of the
Obligors the relevant Obligor shall immediately appoint a further person in
England to accept service of process on its behalf in England and, failing such
appointment within 15 days, the Agent shall be entitled to appoint such
person by notice to the relevant Obligor. Nothing contained 


 


192





















 


in this Agreement shall affect the right to serve process in any other
manner permitted by Law.


 


49.4                        Proceedings in Other
Jurisdictions


 


Nothing in Clause 49.1 (Courts of England)
shall (and shall not be construed so as to) limit the right of the Finance
Parties or any of them to take Proceedings against any of the Obligors in any
other court of competent jurisdiction nor shall the taking of Proceedings in
any one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable Law.


 


49.5                        General Consent


 


Each of the Obligors consents generally in respect of any Proceedings to
the giving of any relief or the issue of any process in connection with such
Proceedings including the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such Proceedings.


 


49.6                        Waiver of Immunity


 


To the extent that any Obligor may in any jurisdiction claim for itself
or its assets or revenues immunity from suit, execution, attachment (whether in
aid of execution, before judgment or otherwise) or other legal process and to
the extent that in any such jurisdiction there may be attributed to itself, its
assets or revenues such immunity (whether or not claimed), such Obligor
irrevocably agrees not to claim, and irrevocably waives, such immunity to the
full extent permitted by the laws of such jurisdiction.


 


49.7                        Waiver of Jury Trial


 


EACH OBLIGOR HEREBY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY
LEGAL PROCEEDINGS ANYWHER ARISING OUT OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


This Agreement has been entered into on the date stated
at the beginning of this Agreement.


 


193





















 


SCHEDULE 1


 


PART I - LENDERS AND COMMITMENTS


SECTION A


 


	
  Lender

  	
   

  	
  Revolving Facility Commitment

  	
   

  	
  A Facility Commitment

  	
   

  	
  B1 Facility Commitment

  	
   

  	
  B2 Facility Commitment

  	
   

  	
  Additional C1 Facility Commitment

  	
   

  	
  Additional C2 Facility Commitment

  	
   

  
	
   

  	
   

  	
  (€)

  	
   

  	
  (€)

  	
   

  	
  ($)

  	
   

  	
  (€)

  	
   

  	
  ($)

  	
   

  	
  (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche
  Bank AG London

  	
   

  	
  37,925,000

  	
   

  	
  14,575,000

  	
   

  	
  380,000,000

  	
   

  	
  50,000,000

  	
   

  	
  6,982,500

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN
  AMRO Bank N.V.

  	
   

  	
  37,925,000

  	
   

  	
  14,575,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Bank N.V.

  	
   

  	
  33,250,000

  	
   

  	
  16,500,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis Capital Corp.

  	
   

  	
  33,250,000

  	
   

  	
  16,500,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

  	
   

  	
  26,750,000

  	
   

  	
  13,250,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Bank, N.A.

  	
   

  	
  10,000,000

  	
   

  	
  5,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Bank of New York

  	
   

  	
  10,000,000

  	
   

  	
  5,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scotiabank Europe plc

  	
   

  	
  10,000,000

  	
   

  	
  5,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Industriel et Commercial

  	
   

  	
  10,000,000

  	
   

  	
  5,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natexis Banques Populaires

  	
   

  	
  6,000,000

  	
   

  	
  3,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National
  City Bank

  	
   

  	
  6,250,000

  	
   

  	
  6,250,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Raiffeisen
  Zentralbank Österreich Aktiengesellschaft

  	
   

  	
  7,000,000

  	
   

  	
  7,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banque LBLux S.A.

  	
   

  	
  6,650,000

  	
   

  	
  3,350,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National
  Bank of Egypt International Limited

  	
   

  	
  10,000,000

  	
   

  	
  5,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of Montreal

  	
   

  	
  10,000,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  255,000,000

  	
   

  	
  120,000,000

  	
   

  	
  380,000,000

  	
   

  	
  50,000,000

  	
   

  	
  6,982,500

  	
   

  	
  0

  	
   

  



 


194





















 


SECTION B


 




	
  Lender

  	
   

  	
  Swingline Facility Commitment

  	
   

  
	
   

  	
   

  	
  (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche
  Bank AG London

  	
   

  	
  85,000,000

  	
   

  
	
   

  	
   

  	
  85,000,000

  	
   

  






 


195





















 


PART II - ORIGINAL GUARANTORS


 


U.S. Guarantors


 


1.                                       ASAP Software
Express, Inc.


 


2.                                       BTOP USA
Corp.


 


3.                                       BTOPI Holding
(U.S.)


 


4.                                       Buhrmann Swaps,
Inc.


 


5.                                       Corporate Express
Document & Print Management, Inc.


 


6.                                       Corporate Express
Office Products, Inc.


 


7.                                       CE Philadelphia
Real Estate, Inc.


 


8.                                       Corporate Express
Promotional Marketing, Inc.


 


9.                                       Corporate Express
Real Estate, Inc.


 


10.                                 Corporate Express
of Texas, Inc.


 


11.                                 Corporate Express,
Inc.


 


12.                                 License
Technologies Group, Inc.


 


13.                                 Moore Labels, Inc.


 


Dutch Guarantors


 


1.                                       Buhrmann
Financieringen B.V.


 


2.                                       Buhrmann Fined B.V.


 


3.                                       Buhrmann
N.V.


 


4.                                       Buhrmann II
B.V.


 


5.                                       Buhrmann
International B.V.


 


6.                                       Buhrmann Nederland
B.V.


 


7.                                       Buhrmann
Nederland Holding B.V.


 


196





















 


8.                                       Tetterode-Nederland
B.V.


 


9.                                       Veenman B.V.
(formerly known as Corporate Express Document Automatisering B.V.)


 


10.                                 Buhrmann Office
Products Nederland B.V.


 


Belgian Guarantors


 


Buhrmann Europcenter N.V.


 


Luxembourg Guarantors


 


Buhrmann Luxembourg S.A.R.L.


 


197





















 


SCHEDULE 2

FORM OF TRANSFER CERTIFICATE


 


To:                              Deutsche
Bank AG London as Agent


 


DEED OF TRANSFER AND ACCESSION


 


This Deed of Transfer and Accession (being the “Transfer Certificate” referred to in the
Facilities Agreement referred to below) relates to:


 


(a)                                  the
senior facilities agreement (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)
dated 23 December 2003 whereby certain facilities in a maximum aggregate
amount of €730,000,000 were made
available to Buhrmann US Inc. as Borrower under the guarantee of the
Guarantors, by a group of banks and other financial institutions on whose
behalf Deutsche Bank AG London acted as Agent in connection therewith; and


 


(b)                                  the
intercreditor deed (as from time to time, amended, varied, novated or
supplemented, the “Intercreditor Deed”)
dated 23 December 2003 between, inter
alios, the Parent, the Borrower, the Agent, the Security Trustee,
the Lenders as senior lenders, the Original Obligors as original obligors, the
Intergroup Creditors named therein as intergroup creditors and the Intergroup
Debtors named therein as intergroup debtors.


 


1.                                      Terms
defined in the Facilities Agreement and/or, as the case may be, Intercreditor
Deed shall, subject to any contrary indication, have the same meanings in this
Deed of Transfer and Accession.  The
terms “Lender”, “Transferee”, “Lender’s Participation” and “Portion Transferred”
are defined in the Schedule to this Deed of Transfer and Accession.


 


2.                                      The Lender:


 


(a)                                  confirms
that the details in the Schedule to this Deed of Transfer and Accession
are an accurate summary of the Lender’s participation in the Facilities
Agreement (and, if relevant, the relevant Incremental Facility Commitment
Agreement) and the Interest Periods or Terms (as the case may be) for existing
Advances or, as the case may be, Tranches as at the Effective Date; and


 


(b)                                  requests
the Transferee to accept and procure the transfer to the Transferee of the
Portion Transferred by countersigning and delivering this Deed of Transfer and
Accession to the Agent at its address for the service of notices designated to
the Agent in accordance with the Facilities Agreement.


 


3.                                      The
Transferee hereby requests the Agent to accept this Deed of Transfer and
Accession as being delivered to the Agent pursuant to and for the purposes of
Clause 39.5 (Transfer Certificate) of the
Facilities Agreement so as to take effect in accordance with the terms of it on
the Transfer Date or on such later date as may be determined in accordance with
the terms of it.


 


4.                                      The
Transferee confirms that it has received a copy of the Facilities Agreement
(and, if relevant, the relevant Incremental Facility Commitment Agreement(s)
identified in 


 


198





















 


the Schedule to this
Agreement) and the Intercreditor Deed together with such other information as
it has required in connection with this transaction and that it has not relied
and will not rely on the Lender to check or enquire on its behalf into the
legality, validity, effectiveness, adequacy, accuracy or completeness of any
such information and further agrees that it has not relied and will not rely on
the Lender to assess or keep under review on its behalf the financial
condition, creditworthiness, condition, affairs, status or nature of any
Obligor.


 


5.                                      The
Transferee undertakes with the Lender and each of the other parties to the
Facilities Agreement that it will perform in accordance with their terms all
those obligations which by the terms of the Facilities Agreement (and, if
relevant, the Incremental Facility Commitment Agreement(s) identified in the Schedule to
this Deed of Transfer and Accession) will be assumed by it after delivery of
this Deed of Transfer and Accession to the Agent and satisfaction of the
conditions (if any) subject to which this Deed of Transfer and Accession is
expressed to take effect.


 


6.                                      The Lender
makes no representation or warranty and assumes no responsibility with respect
to the legality, validity, effectiveness, adequacy or enforceability of the
Facilities Agreement (and, if relevant, the Incremental Facility Commitment
Agreement(s) identified in the Schedule to this Deed of Transfer and
Accession), the Intercreditor Deed, any other Finance Document or other
document relating to it and assumes no responsibility for the financial
condition of any Obligor or for the performance and observance by any Obligor
of any of its obligations under the Facilities Agreement (and, if relevant, the
Incremental Facility Commitment Agreement(s) identified in the Schedule to
this Deed of Transfer and Accession), the Intercreditor Deed, any other Finance
Document or any other document relating to it and any and all such conditions
and warranties, whether express or implied by Law or otherwise, are excluded.


 


7.                                      The
Lender gives notice that nothing in this Deed of Transfer and Accession, in the
Facilities Agreement (and, if relevant, the Incremental Facility Commitment
Agreement(s) identified in the Schedule to this Deed of Transfer and
Accession), the Intercreditor Deed or any other Finance Document (or other
document relating to it) shall oblige the Lender (a) to accept a re-transfer
from the Transferee of the whole or any part of its rights, benefits and/or
obligations under the Facilities Agreement (and, if relevant, the Incremental
Facility Commitment Agreement(s) identified in the Schedule to this
Agreement) or the Intercreditor Deed transferred pursuant to this Deed of
Transfer and Accession or (b) to support any losses directly or indirectly
sustained or incurred by the Transferee for any reason whatsoever (including
the failure by any Obligor or any other party to the Facilities Agreement (and,
if relevant, the Incremental Facility Commitment Agreement(s) identified in the
Schedule to this Deed of Transfer and Accession), the Intercreditor Deed
or any other Finance Document (or other document relating to it) to perform its
obligations under any such document) and the Transferee acknowledges the
absence of any such obligation as is referred to in (a) and (b) above.


 


8.                                      This Deed
of Transfer and Accession may be executed in any number of counterparts and by
the different parties on separate counterparts, each of which when executed
shall be an original, but all counterparts shall together constitute one and
the same instrument.


 


199





















 


9.                                      This
Deed of Transfer and Accession and the rights, benefits and obligations of the
parties under this Deed of Transfer and Accession shall be governed by and
construed in accordance with English Law.


 


10.                               [Name of Transferee] of [address of transferee] hereby agrees with
each person who is or who becomes a party to the Intercreditor Deed in
accordance with the terms thereof that with effect on and from the date hereof
it will be bound by the Intercreditor Deed as a Senior Lender as if it had been
party to the Intercreditor Deed in such capacity.


 


IN WITNESS whereof, this Deed
has been executed as a deed by the parties hereto, and is delivered on the date
written above.


 


200





















 


The
Schedule


 


	
  1.

  	
  Lender:

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Transferee:

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Transfer Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Lender’s Participation in Term Facilities

  	
  Portion Transferred

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Lender’s Available A Facility Commitment*

  	
  (a)

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Lender’s Available Additional C1 Facility Commitment*

  	
  (b)

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Lender’s Available Additional C2 Facility Commitment*

  	
  (c)

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Lender’s Available Incremental Term Facility Commitment*

  	
  (d)

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Lender’s Participation in Term Facility Outstandings

  	
  Interest Period

  	
  Portion Transferred

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  A Facility Advances

  	
  (a)

  	
  (a)

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  C1 Facility Advances

  	
  (b)

  	
  (b)

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  C2 Facility Advances

  	
  (c)

  	
  (c)

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Incremental Term Facility Advances

  	
  (d)

  	
  (d)

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  [(a)]

  	
  Lender’s Revolving Facility Commitment

  	
  Portion Transferred

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [(b)

  	
  Lender’s Swingline Facility Commitment

  	
  Portion Transferred 100per cent.]

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  [(a)]

  	
  Lender’s Participation in

  Revolving Facility Outstandings

  	
  Term

  	
  Portion Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [(b)

  	
  Lender’s Participation in

  Swingline Facility Outstandings

  	
   

  	
  Portion Transferred

  
										



 










(*)                                 Details of the Lender’s Available Commitment should not be completed
after the applicable Termination Date.


 


 


201





















 


	
  [8.

  	
  Documentary Credits Issued

  	
  Term and Expiry

  Date

  	
  Portion Transferred]

  



 


 


	
  [Lender]

  	
  [Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  Date:

  



 


 


Administrative Details of Transferee and its Facility
Office


 


Facility Office Address:


 


Contact Name:


 


Account for Payments:


 


Fax:


 


[Telex:]


 


Telephone:


 


202





















 


SCHEDULE 3


 


PART I - CONDITIONS PRECEDENT TO FIRST
UTILISATION


 


1.                                      Corporate Documents


 


In relation to each Original Obligor:


 


(a)                                  a copy
of its up to date constitutional documents and, if applicable, a good standing
certificate;


 


(b)                                  a copy
of a board resolution of such Original Obligor approving the execution,
delivery and performance of the Finance Documents to which it is party and the
terms and conditions of it and authorising a named person or persons to sign
the Finance Documents to which it is party and any documents to be delivered by
such Original Obligor pursuant to it;


 


(c)                                  a copy
of a shareholders’ resolution of all the shareholders of such Original Obligor
approving the execution, delivery and performance of the Finance Documents to
which it is party and the terms and conditions to it, and in relation to the
Belgian Guarantor, evidence of due filing of an extract of each shareholders’
resolution with the clerk of the relevant commercial court; and


 


(d)                                  a duly
completed certificate of a duly authorised officer of such Original Obligor in
the form attached in Part II of Schedule 3 (Form of
Certificate of Obligor).


 


2.                                      Authorisations and Clearances


 


A copy of each Necessary Authorisation as is, in the opinion of counsel
to the Lenders, necessary to render the Finance Documents to which each
Original Obligor is party legal, valid, binding and enforceable, to make the
Finance Documents to which each Original Obligor is party admissible in
evidence in such Original Obligor’s jurisdiction of incorporation and in
England and to enable such Original Obligor to perform its obligations
thereunder.


 


3.                                      Financial Statements


 


Copies of:


 


(a)                                  the
Original Financial Statements;


 


(b)                                  the
Agreed Business Plan; and


 


(c)                                  the
Projections for the current financial year.


 


4.                                      Fees


 


Copies of the Fee Letters (each duly executed) and evidence that all
fees and expenses (including legal fees) payable under this Agreement or in
connection with this Agreement as 


 


203





















 


at the Initial Borrowing Date have been paid or, as the case may be,
will be paid by or on the Initial Borrowing Date.


 


5.                                      Finance Documents


 


Original duly executed copies of:


 


(a)                                  this
Agreement;


 


(b)                                  the
Security Documents listed in Part III of Schedule 3 (Security Documents) (other than the
mortgages referred to in paragraph 3 of Section A of Part III of Schedule 3
(Mortgage over Real Property located in
U.S.A.)), together with all documents required to be delivered
pursuant thereto;


 


(c)                                  the
Intercreditor Deed;


 


(d)                                  the
Hedging Letter; and


 


(e)                                  the
agreed form syndication letter between the Arrangers, the Parent and the
Borrower.


 


6.                                      Process Agent


 


Written confirmation from the process agent referred to in Clause 49.3 (Service of Process) that it accepts its appointment as
process agent.


 


7.                                      Existing Liens and Indebtedness


 


Evidence satisfactory to the Agent that:


 


(a)                                  all
Existing Liens and Existing Indebtedness not permitted by the Finance Documents
to subsist beyond the Initial Borrowing Date have been, or will promptly on the
making of the first Advance under this Agreement be, discharged or repaid; and


 


(b)                                  all
intra-group loans made or subsisting between Obligors or made to any Obligor by
another member of the Group have been subordinated to the Agent’s satisfaction.


 


8.                                      Legal Opinions


 


An opinion of:


 


(a)                                  White
& Case, legal advisers to the Agent and the Arrangers on matters of English
law;


 


(b)                                  Pillsbury Winthrop, legal advisers to
the Original Obligors on matters of Delaware law and New York law;


 


(c)                                  General
Counsel, Thomas F. Cullen, to the Borrower on matters of Delaware law;


 


(d)                                  Nauta Dutilh, legal advisers to
the Agent and the Arrangers on matters of the law of The Netherlands;


 


204





















 


(e)                                  Allen
& Overy, legal advisers to the Original Obligors on matters of the law of
The Netherlands;


 


(f)                                    White
& Case, legal advisers to the Agent and the Arrangers on matters of the law
of the Kingdom of Belgium;


 


(g)                                 Allen
& Overy, legal advisers to the Original Obligors on matters of the law of
Luxembourg; and


 


(h)                                 Allens
Arthur Robinson, legal advisers to the Agent and the Arrangers on matters of
the laws of the State of New South Wales, Australia and the Commonwealth of
Australia,


 


in each case addressed to the Finance Parties.


 


9.                                      Rating


 


Evidence satisfactory to the Agent that the Group has a long term rating
of at least B+ by S&P and Ba3 by Moody’s.


 


10.                               Employee Benefit Plans


 


Copies of:


 


(a)                                  all
Plans;


 


(b)                                  for
each Plan that is required to file an annual report on Internal Revenue Service
Form 5500-series, the most recent such report (including, to the extent
required, the related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information);


 


(c)                                  for
each Plan that is a “single-employer plan” as defined in section 4001(a)(15)
of ERISA, the most recently prepared actuarial valuation therefor;


 


(d)                                  any
other “employee benefit plans” as defined in section 3(3) of ERISA; and


 


(e)                                  any
other material agreements, plans or arrangements, with or for the benefit of
current or former employees of any member of the Group or any ERISA Affiliate
(provided that the foregoing shall apply in the case of any multi-employer
plan, as defined in section 4001(a)(3) of ERISA, only to the extent that
any document described in it is in the possession of a member of the Group or
any ERISA Affiliate or reasonably available to it from the sponsor or trustee
of any such plan).


 


11.                               Indebtedness to be Refinanced


 


Evidence
satisfactory to the Agent acting reasonably that as at the Initial Borrowing
Date:


 


(a)                                  the
Group shall have no outstanding Preferred Stock or Indebtedness other than:


 


(i)                                    Parent
Preference Shares A outstanding on 30 September 2003;


 


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(ii)                                any
outstanding Parent Preference Shares B issued after 30 September 2003 in
accordance with the terms governing such Parent Preference Shares B as in
effect on 30 September 2003;


 


(iii)                            Parent
Preference Shares C outstanding on 30 September 2003;


 


(iv)                               Indebtedness
pursuant to or in respect of any of the Finance Documents;


 


(v)                                   Indebtedness
of the Borrower and the Guarantors pursuant to the Senior Subordinated Notes or
subordinated guarantees thereof in an aggregate not exceeding $350,000,000;


 


(vi)                               Senior
Subordinated Convertible Bonds in an aggregate principal amount of
€114,819,000;


 


(vii)                           approximately
€85,000,000 of other existing Indebtedness (all of such Indebtedness as
specifically listed as Third Party Existing Indebtedness in Section A (Third Party Existing Indebtedness) of Part
II of Schedule 10 (Existing
Indebtedness); and


 


(viii)                       intercompany
Indebtedness between one or more of the Obligors (all of such Indebtedness as
specifically listed as Intercompany Existing Indebtedness in Section B (Intercompany Existing Indebtedness) of
Part II of Schedule 10 (Existing
Indebtedness);


 


(b)                                  (i)                                    the
total commitments in respect of the Indebtedness to be Refinanced shall have
been terminated, and all loans with respect thereto shall have been repaid in full,
together with interest thereon, all letters of credit issued thereunder shall
have been terminated (or, in the case of letters of credit issued pursuant to,
or existing under, the Existing Credit Agreement and outstanding on the Initial
Borrowing Date, assumed as Existing Documentary Credits) and all other amounts
owing pursuant to the Indebtedness to be Refinanced shall have been repaid in
full and all documents in respect of the Indebtedness to be Refinanced and all
guarantees with respect thereto shall have been terminated (except as to
indemnification provisions contained therein which by their express terms are
intended to survive such termination and as are reasonably satisfactory to the
Agent and the Instructing Group) and to be of no further force and effect; and


 


(ii)                                the
creditors in respect of the Indebtedness to be Refinanced shall have terminated
and released all security interests and Liens on the assets owned by the Parent
and its Subsidiaries; and


 


(c)                                  the
aggregate amount needed to effect the refinancing of the Indebtedness to be
Refinanced, and to pay fees and expenses in connection with the Transaction,
shall not exceed the aggregate amount of the A Facility, the B Facilities, the
Revolving Facility and the Senior Subordinated Convertible Bonds.


 


12.                               Document of title to share capital of CEAL


 


Evidence satisfactory to the Agent that Buhrmann International B.V. is
the legal and beneficial owner of at least 52 per cent. of the issued share
capital of CEAL.


 


206





















 


PART II - FORM OF CERTIFICATE OF OBLIGOR


 


To:                              Deutsche Bank AG
London (as Agent)


 


We refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23 December 2003
and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the
parties named therein as Original Guarantors, Deutsche Bank AG London and ABN
AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG
London as Security Trustee and the financial and other institutions named in it
as Lenders.  Terms defined in the
Facilities Agreement shall have the same meanings in this Agreement.


 


I, [name], a Director of [name of Obligor] of [address] (the “Company”)


 


CERTIFY that:


 


(a)                                  attached
to this Certificate marked “A” are
true, complete and up-to-date copies of all documents which contain or
establish or relate to the constitution of the Company [and
if the company is incorporated in a jurisdiction with a concept of good
standing, a good standing certificate in respect of it];


 


(b)                                  attached
to this Certificate marked “B” is
a true, and complete copy of [resolutions
duly passed] at [a
meeting of the Board of Directors and/or Shareholders]
of the Company duly convened and held on [        ] approving the Finance Documents to which the Company is a
party and authorising their execution, signature, delivery and performance and
such resolutions have not been amended, modified or revoked and are in full
force and effect;


 


(c)                                  [attached to this Certificate
and marked “C” is a true, and
complete copy of all the Necessary Authorisations referred to in [paragraph 2 (Authorisations and Clearances) of Part I of Schedule 3
(Conditions Precedent to First Utilisation)/paragraph
3 of Part II of Schedule 7 (Accession Documents)];


 


(d)                                  [attached to this Certificate
marked “D” is a true, and complete
copy of the acceptance by the agent in England of its appointment as agent of
the Company for the purpose of accepting service of process.  I confirm that such agent’s appointment
remains in force as at the Effective Date;]


 


(e)                                  [attached to this Certificate
marked “E” are true, complete and
up-to-date copies of the Plans;]


 


(f)                                    the
entry into and performance of the Finance Documents by the Company will not
breach any borrowing or other indebtedness limit to which the Company is
subject; [and]


 


(g)                                 [the execution, delivery and
performance of the Accession Notice and the performance by the Company of its
obligations under the Finance Documents and any other agreement or document
executed pursuant thereto does not breach any agreement binding on the Company
and all Necessary Authorisations in connection therewith have been obtained and
are current.]


 


207





















 


The following signatures are the true signatures of the persons who have
been authorised to sign the relevant Finance Documents on behalf of the Company
and to give notices and communications, (including Utilisation Requests), under
or in connection with the Finance Documents on behalf of the Company.


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [                           ]

  	
   

  	
  [                           ]

  	
   

  	
  [                           ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  [                           ]

  	
   

  	
   

  	
   

  	
   

  
							



 


 


I, [name], a [Director/Secretary] of [name of Obligor] (the “Company”), certify that the persons whose
names and signatures are set out above are duly appointed directors of the
Company and that the signatures of each of them above are their respective
signatures.


 


	
  Signed:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Director/Secretary]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  [                           ]

  	
   

  	
   

  	
   

  	
   

  
							



 


208





















 


PART III - SECURITY DOCUMENTS


 


SECTION A - United States of America


 


1.                                      Security Agreement


 


Security Agreement between
ASAP Software Express, Inc., BT OP USA, Corp., BT OPI Holding (US), Buhrmann US
Inc., Buhrmann Swaps Inc., Corporate Express Document & Print Management,
Inc, Corporate Express Office Products, Inc., CE Philadelphia Real Estate,
Inc., Corporate Express Promotional Marketing, Inc., Corporate Express Real
Estate, Inc., Corporate Express of Texas, Inc., Corporate Express, Inc.,
License Technologies Group, Inc. and Deutsche Bank AG London.


 


2.                                      Pledge over Shares


 


Pledge Agreement over ASAP
Software Express, Inc., BT OP USA, Corp., BT OPI Holding (US), Buhrman US Inc.,
Buhrmann Swaps Inc., Corporate Express Document & Print Management, Inc.,
Corporate Express Office Products, Inc., CE Philadelphia Real Estate, Inc.,
Corporate Express Promotional Marketing, Inc., Corporate Express Real Estate, Inc.,
Corporate Express of Texas, Inc., Corporate Express, Inc., License Technologies
Group, Inc., Buhrmann Silver US LLC between ASAP Software Express, Inc., CE
Philadelphia Real Estate, Inc., Corporate Express Document & Print
Management, Inc., Buhrmann Swaps Inc., Corporate Express Promotional Marketing,
Inc., License Technologies Group, Inc., Corporate Express Real Estate, Inc., BT
OP USA Corp, BTOPI Holding (US), Buhrmann International BV, Buhrmann US Inc.,
Corporate Express Inc., Corporate Express Office Products Inc. and Corporate
Express of Texas Inc. and Deutsche Bank AG London.


 


3.                                      Mortgage over Real Property Located in U.S.A.


 


(a)                                  Mortgage by and
between Corporate Express Real Estate and Deutsche Bank AG London for the
property located at 1 Environmental Way, Broomfield, CO.


 


(b)                                 Mortgage by and
between Corporate Express Document and Print Management, Inc. and Deutsche Bank
AG London for the property located at 10700 E. 45th Ave, Denver CO.


 


(c)                                  Mortgage by and
between Corporate Express Office Products, Inc. and Deutsche Bank AG London for
the property located at 13800 E. 39th Ave, Aurora, CO.


 


(d)                                 Mortgage by and
between Corporate Express Document and Print Management Inc. and Deutsche Bank
AG London for the properties located (i) at 9503 “F” Street, Omaha NE and (ii)
at 4205 S. 96th Street, Omaha, NE.


 


(e)                                  Mortgage by and
between Corporate Express Document and Print Management, Inc. and Deutsche Bank
AG London for the properties located (i) at 3403 Dan Morton Drive, Dallas, TX
and (ii) at 601 IH45 South, Hutchins, Dallas County, TX.


 


209





















 


(f)                                    Mortgage by and
between Corporate Express Office Products, Inc. and Deutsche Bank AG London for
the property located at 2655 W. Georgia Ave, Phoenix, AZ.


 


(g)                                 Mortgage by and
between Corporate Express Office Products, Inc. and Deutsche Bank AG London for
the property located at 1233 West County Rd E., Arden Hills, MN.


 


(h)                                 Mortgage by and
between BT Office Products International, Inc. and Deutsche Bank AG London for
the property located at I-79 North Industrial Park., Glenfield, PA (also known
as 208 Overlook Drive, Glenfield, PA).


 


(i)                                     Mortgage by and
between Corporate Express Office Products, Inc. and Deutsche Bank AG London for
the property located at 4953 South 48th West Avenue, Tulsa, OK.


 


SECTION B - THE NETHERLANDS


 


1.                                      Pledge of Receivables


 


(a)                                  Pledge of Receivables
between Buhrmann Financieringen B.V. and Deutsche Bank AG London


 


(b)                                 Pledge of Receivables
between Buhrmann Fined B.V. and Deutsche Bank AG London


 


(c)                                  Pledge of Receivables
between Buhrmann N.V. and Deutsche Bank AG London


 


(d)                                 Pledge of Receivables
between Buhrmann International B.V. and Deutsche Bank AG London


 


(e)                                  Pledge of Receivables
between Buhrmann Nederland B.V. and Deutsche Bank AG London


 


(f)                                    Pledge of Receivables
between Buhrmann Nederland Holding B.V. and Deutsche Bank AG London


 


(g)                                 Pledge of Receivables
between Tetterode-Nederland B.V. and Deutsche Bank AG London


 


(h)                                 Pledge of Receivables
between Veenman B.V. (formerly known as Corporate Express Document
Automatisering B.V.) and Deutsche Bank AG London


 


2.                                      Pledge of Moveable Assets


 


(a)                                  Pledge of Moveable
Assets between Buhrmann N.V. and Deutsche Bank AG London


 


(b)                                 Pledge of Moveable
Assets between Buhrmann Office Products Nederland B.V. and Deutsche Bank AG
London


 


210





















 


(c)                                  Pledge of Moveable
Assets between Tetterode-Nederland B.V. and Deutsche Bank AG London


 


(d)                                 Pledge of Moveable
Assets between Veenman B.V. (formerly known as Corporate Express Document
Automatisering B.V.) and Deutsche Bank AG London


 


3.                                      Pledge over Shares


 


(a)                                  Pledge over shares of
Buhrmann II B.V. between the Parent and Deutsche Bank AG London


 


(b)                                 Pledge over shares of
Buhrmann II B.V. between Buhrmann International B.V. and Deutsche Bank AG
London


 


(c)                                  Pledge over shares of
Buhrmann International B.V. between the
Parent and Deutsche Bank AG London


 


(d)                                 Pledge over shares of
Buhrmann Nederland B.V. between Buhrmann
II B.V. and Deutsche Bank AG London


 


(e)                                  Pledge over shares of
Buhrmann Nederland Holding B.V. between Buhrmann
Nederland B.V. and Deutsche Bank AG London


 


(f)                                    Pledge over shares of
Buhrmann Financieringen B.V. between the
Parent and Deutsche Bank AG London


 


(g)                                 Pledge over shares of
Buhrmann Fined B.V. between Buhrmann II
B.V. and Deutsche Bank AG London


 


(h)                                 Pledge over shares of
Tetterode-Nederland B.V. between Buhrmann
Nederland Holding B.V. and Deutsche Bank AG London


 


(i)                                     Pledge over shares of
Veenman B.V. (formerly known as Corporate Express Document Automatisering B.V.)
between Buhrmann Nederland Holding B.V.
and Deutsche Bank AG London


 


(j)                                     Pledge over shares of
Buhrmann Office Products Nederland B.V. between Buhrmann Nederland Holding B.V. and Deutsche Bank AG London


 


SECTION C - BELGIUM


 


1.                                      Pledge of Receivables


 


Pledge of Receivables between Buhrmann
Europcenter N.V. and Deutsche Bank AG London


 


2.                                      Pledge of Shares


 


Pledge over shares of Buhrmann Europcenter
N.V. between Buhrmann Luxembourg
S.A.R.L. and Deutsche Bank AG London


 


211





















 


SECTION D - LUXEMBOURG


 


1.                                      Pledge over Shares


 


Pledge over shares of Buhrmann Silver SA
between Buhrmann Luxembourg S.A.R.L. and
Deutsche Bank AG London


 


SECTION E - AUSTRALIA


 


1.                                      Share Mortgage


 


Share Mortgage of Corporate Express Australia
Limited between Buhrmann International BV and Deutsche Bank AG London


 


212





















 


PART IV - CONDITIONS SUBSEQUENT DOCUMENTS


 


SECTION A - Conditions Subsequent to be
satisfied by 31 January 2004


 


1.                                      Real Property in the U.S.


 


(a)                                  fully
executed counterparts of the Security Documents creating or purporting to
create a good and insurable lien over such of the Real Property located in the
U.S. owned by the Borrower or any of its Subsidiaries (each as specified in the
relevant Security Document (as set out in paragraph 3 of Section A of Part
III of Schedule 3 (Mortgage over Real
Property in U.S.A.), each a “Mortgaged
Property”), together with evidence that counterparts of such
Mortgages, together with such certificates, affidavits, questionnaires or
returns as shall be required in connection with the recording or filing
thereof, have been delivered to the title insurance company insuring the Lien
of such Security Document for recording in all places to the extent necessary
or, in the reasonable opinion of the Security Trustee desirable, to effectively
create a valid and enforceable first priority mortgage lien, subject only to
Permitted Encumbrances (as defined in each relevant Security Document), on such
Mortgaged Property described therein in favour of the Security Trustee (or such
other trustee as may be required or desired under local law) for the benefit of
the Finance Parties;


 


(b)                                  with
respect to the Mortgaged Properties, such consents, approvals, amendments,
supplements, estoppels, tenant subordination agreements or other instruments as
shall be reasonably deemed necessary by the Security Trustee in order for the
owner or holder of the fee or leasehold interest constituting the Mortgaged
Properties to grant the Lien contemplated by the Mortgage with respect to the
Mortgaged Properties;


 


(c)                                  mortgage
title insurance policy (the “Mortgage
Policies”) insuring the relevant Security Document on each Mortgaged
Property issued by a title insurer reasonably satisfactory to the Security
Trustee and in amounts satisfactory to the Security Trustee and insuring the
Security Trustee that the relevant Security Document on the Mortgaged
Properties referred to in paragraphs 3(a), (b), (c), (d)(i) and (g) of Section A
of Part III of Schedule 3 (Security
Documents) (each a “Title
Insurance Property”) is a valid and enforceable mortgage lien on
such Title Insurance Property and the fixtures described therein, free and
clear of all defects and encumbrances except Permitted Encumbrances, and such
Mortgage Policies shall otherwise be in form and substance reasonably
satisfactory to the Security Trustee and shall include, to the extent available
in the applicable jurisdiction, supplemental endorsements (including, without limitation,
endorsements relating to future advances under this Agreement, usury, first
loss, last dollar, zoning, contiguity, revolving credit, doing business, public
road access, survey (for the Real Property located at Broomfield, CO only),
variable rate, environmental lien and so-called comprehensive coverage over
covenants and restrictions and for any other matters that the Security Trustee
in its discretion may reasonably request) and shall not include the “standard”
title exceptions, a survey exception (for the Real Property located at
Broomfield, CO only) or an exception for mechanics’ liens, and shall provide
for affirmative insurance as the Security Trustee in its discretion may
reasonably request but may include a survey exception (other than for Broomfield,
CO).  In addition, for Mortgaged
Properties other than Title Insurance Properties, the Borrower shall provide
title reports showing status of title reasonably satisfactory to the Security
Trustee;


 


213





















 


(d)                                  with
respect to each Mortgaged Property for which a Mortgaged Policy is to be
obtained, such affidavits, certificates, information (including financial data)
and instruments of indemnification (including, without limitation, a so-called “gap”
indemnification) as shall be required to induce the title company to issue the
Mortgage Policy referred to in paragraph (c) above;


 


(e)                                  evidence
reasonably acceptable to the Security Trustee of payment by the Borrower of all
Mortgage Policy premiums, search and examination charges, and related charges,
mortgage recording taxes, fees, charges, costs and expenses required for the
recording of the Mortgages and issuance of the Mortgage Policies;


 


(f)                                    flood
certificates covering each Mortgaged Property in form and substance acceptable
to the Security Trustee, and certifying whether or not a Mortgaged Property is
located in a flood hazard area, as determined by reference to the applicable
FEMA map; and


 


(g)                                 opinions
of local counsel to the Agent and the Arrangers reasonably satisfactory to the
Agent practicing in those jurisdictions in which Real Properties located in the
U.S. are subject or intended to be subject to a Security Document, such
opinions (i) shall cover the perfection of the security interests and/or liens
granted pursuant to the relevant Security Documents and such other matters
incident to the transactions contemplated herein as the Agent may reasonably
request and (ii) shall be in form and substance reasonably satisfactory to the
Agent, in each case addressed to the Finance Parties.


 


2.                                      Stamp Duty


 


Evidence satisfactory to the Agent that all stamp duty and other
relevant taxes payable under or in connection with any of the Finance Documents
have been or as the case may be, will be paid within the time period prescribed
by applicable law and without incurring any penalties.


 


214





















 


SECTION B - Conditions Subsequent to be
satisfied within 3 months of the Initial Borrowing Date


 


1.                                      Landlord Lender Agreements


 


The Borrower shall use
reasonable efforts to cause the Security Trustee to receive fully executed
landlord waivers and/or bailee agreements in respect of the following
Leaseholds of the relevant Obligor, each of which Landlord-Lender Agreements
shall be in form and substance reasonably satisfactory to the Security Trustee:


 


(a)                                  Manufacturing sites over 75,000 sq. ft.


 


14601 W. 99th
Street, Lenexa, KS (100,940)


 


6504 E. 44th
Street, Tulsa, OK (102,214)


 


(b)                                  Other sites over 100,000 sq. ft.


 


8750 Autobahn Drive, Bldg. 6,
Dallas, TX (104,055)


 


16501 Trojan Way, La Mirada, CA
(316,651)


 


6601 Overlake Place, Newark,
CA (160,000)


 


18000 State Road 9, Miami, FL
(263,000)


 


1301 Internationale Parkway,
Woodridge, IL (211,949)


 


655 Andover Street, Lawrence,
MA (170,930)


 


7021 Dorsey Road, Hanover, MD
(200,200)


 


1834 Walton Road, Vinita Park,
MO (129,506)


 


1133 Poplar Creek Road,
Henderson, NC (170,000)


 


600 Jefferson Avenue, Secaucus,
NJ (338,661)


 


5443 Duff Drive, Cincinnati,
OH (166,400)


 


4575 Pleasant Hill Road, Suite
104, Memphis, TN (126,564)


 


2230 Avenue J, Arlington, TX
(134,016)


 


6400 Hollister Road, Houston,
TX (220,000)


 


4320 North 124th
Street, Wauwatosa, WI (113,700)


 


1400 North Price Road,
Olivette, MO (150,000)


 


3900 South American Way, Idaho
Falls ID (90,310)


 


215





















 


(c)                                  Others


 


9319 Peach Palm Ave., Tampa,
FL


 


306 Airline Dr., Coppell, TX


 


2.                                      Control Agreement


 


A control agreement executed
by the bank at which the main operating account of the Group Business in the
United States of America is held, substantially in the form set out in the
security agreement referred to in paragraph 1 of Section A of Part III of Schedule 3
(Security Documents).


 


216





















 


SCHEDULE 4


 


PART I - FORM OF UTILISATION REQUEST 

(TERM FACILITIES AND REVOLVING FACILITY)


 


From:                  Buhrmann
US Inc.


 


To:                              Deutsche Bank AG London


 


Date:


 


Dear Sirs


 


We refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23 December 2003 and made between Buhrmann N.V. as
Parent, Buhrmann US Inc. as Borrower, the parties named therein as Original
Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V. as Arrangers,
Deutsche Bank AG London as Agent, Deutsche Bank AG London as Security Trustee
and the financial and other institutions named in it as Lenders. Terms defined
in the Facilities Agreement shall have the same meaning in this request.


 


We give you this irrevocable notice that, pursuant to the Facilities
Agreement, we wish [the Lenders/name of L/C Bank] to [make an Advance/issue a Documentary Credit] on the following terms:


 


(a)                                  Facility
to be used: [A/Additional C1/Additional
C2/Revolving/Incremental Term Facility]


 


(b)                                  Euro
Amount: [in relation to the A
Facility] €[=]/[in relation to the Additional C1 Facility] €[=]/[in relation to the Additional C2 Facility] €50,000,000/[in relation to the Revolving Facility][Euro Amount: €[        ] [in relation to
the Incremental Term Facility][Euro Amount: €[  ]]


 


(c)                                  Currency:
[        ]


 


(d)                                  Interest
Period/Term/Expiry Date: [        ] month[s]


 


(e)                                  Proposed
date of [Advance/issue of Documentary Credit]: [        ] (or if that day is not a Business Day, the next Business
Day)


 


We confirm that, at the date of this Utilisation Request, [the Repeating Representations are true and
no Event of Default is continuing or would result from the Rollover Advance to
which this Utilisation Request relates]/[the Repeating Representations are true and no Default is
continuing or would result from the [Advance/issue
of the Documentary Credit] to which this
Utilisation Request relates].*


 










*                                         Use
first option for Rollover Advances.


 


Use second option
for other Advances/Documentary Credits.


 


 


217





















 


The proceeds of this drawdown should be credited to [insert account details]./[This Documentary Credit should be issued in favour of [insert name of Beneficiary] in the form attached to this Agreement and delivered to
such Beneficiary at [insert address].  The purpose for which the Documentary Credit
is requested to be issued is [insert details]].


 


	
  Yours faithfully

  
	
   

  
	
   

  	
   

  
	
   

  
	
  for and on behalf of

  
	
   

  
	
  Buhrmann US Inc.

  



 


218





















 


PART II - FORM OF UTILISATION REQUEST
(SWINGLINE FACILITY)


 


From:                  Buhrmann
US Inc.


 


To:                              Deutsche Bank AG London


 


Date:


 


Dear Sirs


 


We refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23 December 2003
and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the
parties named therein as Original Guarantors, Deutsche Bank AG London and ABN
AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG
London as Security Trustee and the financial and other institutions named in it
as Lenders. Terms defined in the Facilities Agreement shall have the same
meaning in this request.


 


We give you this irrevocable notice that, pursuant to the Facilities
Agreement, we wish a Swingline Facility Advance to be made to us on the
following terms:


 


(a)                                  Amount:
€[        ]/$[        ]


 


(b)                                  Term: [        ] month[s]


 


(c)                                  Proposed
date of Swingline Facility Advance: [        ] (or if that day is not a Business Day, the next Business
Day)


 


We confirm that, at the date of this Utilisation Request, the Repeating
Representations are true and no Default is continuing or would result from the Swingline Facility Advance to which
this Utilisation Request relates.


 


The proceeds of this drawdown should be credited to [insert account details].


 


 


	
  Yours faithfully

  
	
   

  
	
   

  	
   

  
	
   

  
	
  for and on behalf of

  
	
   

  
	
  Buhrmann US Inc.

  



 


219





















 


PART III - FORM OF INCREMENTAL TERM FACILITY
COMMITMENT AGREEMENT


 


From:                  [Lender(s)]


 


To:                              Buhrmann US Inc.

                                                One
Environmental Way

                                                Broomfield,
Colorado 80021

                                                United
States of America


 


[                     ]


 


Dear Sirs


 


We refer to the senior facilities agreement (as from time to time
amended, varied, novated or supplemented, the “Facilities Agreement”) dated 23 December 2003 whereby
certain facilities in a maximum aggregate amount of €730,000,000 were made available to Buhrmann US Inc. as Borrower
under the guarantee of the Original Guarantors, by a group of banks and other
financial institutions on whose behalf Deutsche Bank AG London acted as Agent
in connection therewith.  Unless
otherwise defined herein, capitalised terms used herein shall have the
respective meanings set forth in the Facilities Agreement.


 


Each party (each an “Incremental Term
Facility Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to
provide the Incremental Term Facility Commitment set forth opposite its name on
Annex I attached hereto (for each such Incremental Term Facility Lender, its “Incremental Term Facility Commitment”).  Each Incremental Term Facility Commitment
provided pursuant to this Agreement shall be subject to all of the terms and
conditions set forth in the Facilities Agreement, including, without
limitation, Clause 4 (Utilisation)
and Clause 7 (Uncommitted Incremental
Facilities) thereof.


 


Each Incremental Term Facility Lender and the Agent acknowledge and
agree that the Incremental Term Facility Commitments provided pursuant to this
Agreement shall constitute Incremental Term Facility Commitments of the
respective Tranche specified in Annex I attached hereto and, upon the
incurrence of Incremental Term Facility Advances pursuant to such Incremental
Term Facility Commitments, shall constitute Incremental Term Facility Advances
under such specified Tranche for all purposes of the Facilities Agreement and
the other applicable Finance Documents.


 


Each Incremental Term Facility Lender, the Borrower and the Agent
further agrees that, with respect to the Incremental Term Facility Commitment
provided by each Incremental Term Facility Lender pursuant to this Agreement, such
Incremental Term Facility Lender shall receive from the Borrower such upfront
fees, unutilised commitment fees and/or other fees, if any, as may be
separately agreed to in writing with the Borrower, all of which fees shall be
due and payable to such Incremental Term Facility  Lender on the terms and conditions set forth
in each such separate agreement.


 


Furthermore, each of the parties to this Agreement hereby agree to the
terms and conditions set forth on Annex I hereto in respect of each Incremental
Term Facility Commitment provided pursuant to this Agreement.


 


220





















 


Each Incremental Term Facility Lender party to this Agreement, to the
extent not already a party to the Facilities Agreement as a Lender thereunder
(i) confirms that it has received a copy of the Facilities Agreement and the
other Finance Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Agreement and to become a Lender under the Facilities Agreement, (ii) agrees
that it will, independently and without reliance upon the Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Facilities Agreement and the other Finance Documents, (iii)
appoints and authorises the Agent and the Security Trustee to take such action
as agent on its behalf and to exercise such powers under the Facilities
Agreement and the other Finance Documents as are delegated to the Agent and the
Security Trustee, as the case may be, by the terms thereof, together with such
powers as are reasonably incidental thereto and (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Facilities Agreement and the other Finance Documents are required
to be performed by it as a Lender.


 


Upon the date of (i) the execution of a counterpart of this Agreement by
each Incremental Term Facility Lender, the Agent, the Borrower and each
Obligor, (ii) the delivery to the Agent of a fully executed counterpart
(including by way of facsimile) hereof, (iii) the payment of any fees then due
and payable in connection herewith and (iv) the satisfaction of any other
conditions precedent set forth in paragraph 10 of Annex I hereto (the “Agreement Effective Date”), each
Incremental Term Facility Lender party hereto (i) shall be obligated to make
the Incremental Term Facility Advances provided to be made by it as provided in
this Agreement on the terms, and subject to the conditions, set forth in the
Facilities Agreement and in this Agreement and (ii) to the extent provided in
this Agreement, shall have the rights and obligations of a Lender thereunder
and under the other applicable Finance Documents.


 


The Borrower acknowledges and agrees that (i) it shall be liable for all
Incremental Term Facility Outstandings provided hereby including, without
limitation, all Incremental Term Facility Advances made pursuant thereto and
(ii) all such Facilities Obligations shall be entitled to the benefits of the
respective Security Documents and the Guarantee as, and to the extent, provided
in the Facilities Agreement and in such other Finance Documents.


 


Each Obligor acknowledges and agrees that all Facilities Obligations
with respect to the Incremental Term Facility Commitments provided hereby and
all Incremental Term Facility Advances made pursuant thereto shall (i) be fully
guaranteed pursuant to the Guarantee and (ii) be entitled to the benefits of
the respective Security Documents to which it is a party as, and to the extent,
provided therein and in the Facilities Agreement.


 


Attached hereto as Annex II are true and correct copies of officer’s
certificates, board of director resolutions and good standing certificates of
the Obligors required to be delivered pursuant to Clause 7.1 (b)(iii) (Incremental Term Facility Commitment Agreement)
of the Facilities Agreement.


 


Attached hereto as Annex III [is an
opinion] [are opinions]
of [insert name or names of counsel,
including in-house counsel, who will be delivering opinions],
counsel to the Borrower, delivered pursuant to Clause 7.1 (b) (ii) of the
Facilities Agreement. Attached hereto as Annex IV is the officer’s certificate
required to be delivered pursuant to paragraph (b)(iv) of Clause 7.1 (Incremental Term Facility Commitment Agreement)
of the 


 


221





















 


Facilities Agreement certifying that the conditions set forth in
paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility Commitments) of the Facilities
Agreement have been satisfied.


 


[Attached
hereto as Annex V is the officer’s certificate required to be delivered
pursuant to paragraph (b)(iv) of Clause 7.1 (Incremental
Term Facility Commitment Agreement) of the Facilities Agreement
certifying that the conditions set forth in paragraphs (a)(i)(B) and (C) of
Clause 7.1 (Incremental Term Facility
Commitments) of the Facilities Agreement have been satisfied
(together with calculations demonstrating same (where applicable) in reasonable
detail and copies of the certificates set forth in such paragraphs (B) and
(C)).](1)


 


You may accept this Agreement by signing the enclosed copies in the
space provided below, and returning one copy of same to us before the close of
business on [                                 ]. If you do not so accept this Agreement by such time, our
Incremental Term Facility Commitments set forth in this Agreement shall be
deemed cancelled.


 


After the execution and delivery to the Agent of a fully executed copy
of this Agreement (including by way of counterparts and by facsimile
transmission) by the parties hereto, this 
Agreement may only be changed, modified or varied by written instrument
in accordance with the requirements for the modification of Finance Documents
pursuant to Clause 45 (Amendments)
of the Facilities Agreement.


 


In the event of any conflict between the terms of this Agreement and
those of the Facilities Agreement, the terms of the Facilities Agreement shall
control.


 


*****


 










(1)                                  Insert this paragraph if any Incremental Term Facility Advances are
to be incurred on the Agreement Effective Date. 
In addition, this condition needs to be satisfied for each Incremental
Term Facility Advance Utilisation Date.


 


222





















 


This agreement shall be governed in accordance
with, English law.


 


	
  Yours faithfully,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
   

  	
   

  
	
  [Incremental Term Facility Lender(s)]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
  [Name]

  
	
   

  	
   

  
	
  [Title]

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  
	
  We Accept and Agree the terms of the foregoing letter

  	
   

  
	
   

  	
   

  
	
  Yours faithfully

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
   

  	
   

  
	
  Buhrmann US Inc.

  	
   

  
	
  as Borrower

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
  [Name]

  
	
   

  	
   

  
	
  [Title]

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
   

  	
   

  
	
  Deutsche Bank AG London

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
  [Name]

  
	
   

  	
   

  
	
  [Title]

  	
  [Title]

  



 


223





















 


Each Obligor acknowledges and agrees to each the foregoing provisions of
this Incremental Term Facility Commitment Agreement and to the incurrence of
the Incremental Term Facility Advances to be made pursuant thereto.


 


	
  Yours faithfully

  for and on behalf of

  	
   

  
	
   

  	
   

  
	
  Buhrmann N.V. 

  as Parent and Obligor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
  [Name]

  
	
   

  	
   

  
	
  [Title]

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  
	
  [                                                               ]

  	
   

  
	
  as Obligor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
  [Name]

  
	
   

  	
   

  
	
  [Title]

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  
	
  [                                                               ]

  	
   

  
	
  as Obligor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
  [Name]

  
	
   

  	
   

  
	
  [Title]

  	
  [Title]

  



 


224





















 


TERMS AND CONDITIONS FOR 

INCREMENTAL TERM FACILITY COMMITMENT AGREEMENT


 


Dated [                ] 2[      ]


 


1.                                       Name and
jurisdiction of Borrower:(2)


 


2.                                       Applicable
Currency for the respective Tranche of Incremental Term Facility Advances:(3)


 


3.                                       Incremental
Term Facility Commitment Amounts (as of the Agreement Effective Date):


 


	
  Names of Incremental Term
  Facility

  Lenders

  	
   

  	
  Amount of Incremental Term
  Facility

  Commitment stated in the Applicable Currency

  
	
   

  	
   

  	
   

  
	
  [

  	
  ]

  	
   

  	
   

  	
  $

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:(4)

  	
   

  	
   

  	
  $

  	
  [

  	
  ]

  



 


4.                                       Designation
of Tranche of Incremental Term Facility Commitments (and Incremental Term
Facility Advances to be funded thereunder)(5):


 


5.                                       Indicate
whether the Incremental Term Facility Commitments to be provided hereunder are
to be single draw commitments or multiple draw commitments and the date or
dates by which such commitments must be utilised by:(6)


 


6.                                       Incremental Term
Facility Maturity Date:(7)


 










(2)                                  Shall
be the Borrower.


 


(3)           Shall
be euros or dollars.


 


(4)           The
aggregate amount of each Tranche of Incremental Term Facility Commitments must
be at least $50,000,000 (or the Euro Amount thereof).


 


(5)           Designate
the respective Tranche for such Incremental Term Facility Commitments or
indicate that it is to be added to (and form part of) the C1 Facility/C2 Facility,
provided in the case that the Incremental Term Facility Commitments to be
provided pursuant to this Agreement are to be added to (and form a part of) the
C1 Facility/C2 Facility and the currency for such Incremental Term Facility
Commitments shall be the same as for the C1 Facility/C2 Facility.


 


(6)           Date
cannot be later than Final Maturity Date of the C Facilities.


 


(7)           Insert Final Maturity Date for the
Incremental Term Facility Advances to be incurred pursuant to the Incremental
Term Facility Commitments provided hereunder, provided that (i) such
Incremental Term Facility Maturity Date shall be no earlier than the Final
Maturity Date of the C Facilities and (ii) in the event the Incremental Term
Facility Commitments to be provided pursuant to this Agreement are to be added
to (and form a part of) the C1 Facility/C2 Facility, the Incremental Term
Facility Final Maturity Date for the Incremental Term Facility Advances to be
incurred pursuant to such Incremental Term


 


225





















 


7.                                       Dates
for, and amounts of, the Scheduled Repayments of the Incremental Term Facility:(8)


 


8.                                       Applicable Margins:(9)


 


9.                                       The
proceeds of the Incremental Term Facility Advances to be provided hereunder are
to be used for:(10)


 


10.                                 Other Conditions
Precedent:(11)


 


11.                                 Notices:(12)


 


12.                                 Payments:(13)


 


13.                                 Amount of
Incremental Term Facility Advance:(14)


 


14.                                 Minimum
voluntary prepayment amount under Clause 12 (Voluntary
Prepayment) of the Facilities Agreement:(15)


 










Facility Commitments, shall be
the same Final Maturity Date as for the C1 Facility/C2 Facility, as the case
may be.


 


(8)           Set
forth the dates for Scheduled Repayments of the Incremental Term Facility and
the principal amount (expressed as a numerical amount or as a percentage of the
aggregate amount of Incremental Term Facility Advances to be incurred pursuant
to the Incremental Term Facility Commitments provided hereunder), provided that
(i) to the extent the Incremental Term Facility Commitments being provided
hereunder constitute a new Tranche of Incremental Term Facility, the Weighted
Average Life to Maturity of such new Tranche shall be no less than the Weighted
Average Life to Maturity as then in effect for the C1 Facility/C2 Facility and
(ii) in the event the Incremental Term Facility 
Commitments to be provided hereunder are to be added to (and form a part
of) the C1 Facility/C2 Facility, (x) the Scheduled Repayments for such
Incremental Term Facility Advances shall be the same (on a proportionate basis)
as is theretofore applicable to the C1 Facility/C2 Facility to which such new
Incremental Term Facility Advances are being added and (y) such Incremental
Term Facility Advances shall have the same Scheduled Repayment Dates.


 


(9)           Insert
the Applicable Margins that shall apply to the Incremental Term Facility
Advances being provided hereunder, provided in the event the Incremental Term
Facility Commitments to be provided hereunder are to be made under (and form a
part of) the C1 Facility/C2 Facility, the Incremental Term Facility Advances to
be incurred pursuant to such Incremental Term Facility Commitments shall have
the same Applicable Margins applicable to the C1 Facility/C2 Facility.


 


(10)         Designate
the specific use of the proceeds of the applicable Incremental Term Facility
Advances as provided in Clause 2.2(e) (Purpose)
of the Facilities Agreement.


 


(11)         Insert
any additional conditions precedent which may be required to be satisfied prior
to the Agreement Effective Date.


 


(12)         Notice
relating to Incremental Term Facility Advances incurred by the Borrower shall
be as required in accordance with Clause 42.2 (Giving
Notice) of the Facilities Agreement.


 


(13)         Payments
relating to Incremental Term Facility Advances incurred by the Borrower shall
be as required in accordance with Clause 35.1 (Payment
to Agent) of the Facilities Agreement.


 


(14)         The Agent shall designate the amount for
the respective Tranche of Incremental Term Facility Advances, which amount
shall be no less than $50,000,000 (or its equivalent in euros).


 


226





















 


[15.                             The
Borrower agrees to pay compensation as, and to the extent, provided in the last
paragraph (c) (Constitution of each Tranche
of Incremental Term Facility) of Clause 7.1 (Incremental Term Facility) of the
Facilities Agreement.](16)


 










(15)         The
Agent shall designate the minimum amount for partial voluntary prepayments
pursuant to Clause 12 (Voluntary Prepayment)
of the Facilities Agreement for the respective Tranche of the Incremental Term
Facility.


 


(16)         Insert if the respective Incremental Term
Facility Commitments are to be added to (and form a part of) the C1 Facility/C2
Facility and to the extent any related breakage type compensation is agreed to
be paid by the Borrower.


 


227





















 


PART IV - FORM OF INCREMENTAL REVOLVING
FACILITY COMMITMENT AGREEMENT


 


From:                  [Lender(s)]


 


To:                              Buhrmann US Inc.


One Environmental Way


Broomfield, Colorado 80021


United States of America


 


[                   ]


 


Dear Sirs


 


We refer to the senior facilities agreement (as from time to time
amended, varied, novated or supplemented, the “Facilities Agreement”) dated 23 December 2003 whereby
certain facilities in a maximum aggregate amount of €730,000,000 were made available to Buhrmann US Inc. as Borrower
under the guarantee of the Original Guarantors, by a group of banks and other
financial institutions on whose behalf Deutsche Bank AG London acted as Agent
in connection therewith.  Unless
otherwise defined herein, capitalised terms used herein shall have the
respective meanings set forth in the Facilities Agreement.


 


Each party (each an “Incremental
Revolving Facility Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to
provide the Incremental Revolving Facility Commitment set forth opposite its
name on Annex I attached hereto (for each such Incremental Revolving Facility
Lender, its “Incremental Revolving Facility
Commitment”).  Each
Incremental Revolving Facility Commitment provided pursuant to this Agreement
shall be subject to all of the terms and conditions set forth in the Facilities
Agreement, including, without limitation, Clause 4 (Utilisation) and Clause 7 (Uncommitted
Incremental Facilities) thereof.


 


Each Incremental Revolving Facility Lender and the Agent acknowledge and
agree that the Incremental Revolving Facility Commitments provided pursuant to
this Agreement shall constitute Incremental Revolving Facility Commitments and,
upon the incurrence of Revolving Facility Advances pursuant to such Incremental
Revolving Commitments, shall constitute Revolving Facility Advances for all
purposes of the Facilities Agreement and the other applicable Finance
Documents.


 


Each Incremental Revolving Facility Lender, the Borrower and the Agent
further agrees that, with respect to the Incremental Revolving Facility
Commitment provided by each Incremental Revolving Facility Lender pursuant to
this Agreement, such Incremental Revolving Facility Lender shall receive from
the Borrower such upfront fees, unutilised commitment fees and/or other fees,
if any, as may be separately agreed to in writing with the Borrower all of
which fees shall be due and payable to such Incremental Revolving Facility  Lender on the terms and conditions set forth
in each such separate agreement.


 


Furthermore, each of the parties to this Agreement hereby agree to the
terms and conditions set forth on Annex I hereto in respect of each Incremental
Revolving Facility Commitment provided pursuant to this Agreement.


 


228





















 


Each Incremental Revolving Facility Lender party to this Agreement, to
the extent not already a party to the Facilities Agreement as a Lender
thereunder (i) confirms that it has received a copy of the Facilities Agreement
and the other Finance Documents, together with copies of the financial
statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Agreement and to become a Lender under the Facilities Agreement, (ii)
agrees that it will, independently and without reliance upon the Agent or any
other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Facilities Agreement and the other Finance Documents, (iii)
appoints and authorises the Agent and the Security Trustee to take such action
as agent on its behalf and to exercise such powers under the Facilities
Agreement and the other Finance Documents as are delegated to the Agent and the
Security Trustee, as the case may be, by the terms thereof, together with such
powers as are reasonably incidental thereto and (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Facilities Agreement and the other Finance Documents are required
to be performed by it as a Lender.


 


Upon the date of (i) the execution of a counterpart of this Agreement by
each Incremental Revolving Facility Lender, the Agent, the Borrower and each
Obligor, (ii) the delivery to the Agent of a fully executed counterpart
(including by way of facsimile) hereof, (iii) the payment of any fees then due
and payable in connection herewith and (iv) the satisfaction of any other
conditions precedent set forth in paragraph 10 of Annex I hereto (the “Agreement Effective Date”), each
Incremental Revolving Facility Lender party hereto (i) shall be obligated to
make the Revolving Facility Advances provided to be made by it as provided in
this Agreement on the terms, and subject to the conditions, set forth in the
Facilities Agreement and in this Agreement and (ii) to the extent provided in
this Agreement, shall have the rights and obligations of a Lender thereunder
and under the other applicable Finance Documents.


 


The Borrower acknowledges and agrees that (i) it shall be liable for all
Incremental Revolving Facility Outstandings provided hereby including, without
limitation, all Revolving Facility Advances made pursuant thereto and (ii) all
such Facilities Obligations (including all such Revolving Facility Advances)
shall be entitled to the benefits of the respective Security Documents and the
Guarantee as, and to the extent, provided in the Facilities Agreement and in
such other Finance Documents.


 


Each Obligor acknowledges and agrees that all Facilities Obligations
with respect to the Incremental Revolving Facility Commitments provided hereby
and all Revolving Facility Advances made pursuant thereto shall (i) be fully
guaranteed pursuant to the Guarantee and (ii) be entitled to the benefits of
the respective Security Documents to which it is a party as, and to the extent,
provided therein and in the Facilities Agreement.


 


Attached hereto as Annex II are true and correct copies of officer’s
certificates, board of director resolutions and good standing certificates of
the Obligors required to be delivered pursuant to Clause 7.2 (b)(iii) (Incremental Revolving Facility Commitment Agreement)
of the Facilities Agreement.


 


Attached hereto as Annex III [is an opinion] [are opinions] of [insert
name or names of counsel, including in-house counsel, who will be delivering
opinions], counsel to the Borrower, delivered pursuant to Clause 7.2 (b)(ii) of
the Facilities Agreement.


 


229





















 


Attached hereto as Annex IV is the officer’s certificate required to be
delivered pursuant to paragraph (b) (iv) of Clause 7.2 (Incremental Revolving Facility Commitment Agreement)
of the Facilities Agreement certifying that the conditions set forth in
paragraph (a)(i) of Clause 7.2 (Incremental
Revolving Facility Commitments) of the Facilities Agreement have
been satisfied.


 


You may accept this Agreement by signing the enclosed copies in the
space provided below, and returning one copy of same to us before the close of
business on [                                 ]. If you do not so accept this Agreement by such time, our
Incremental Revolving Facility Commitments set forth in this Agreement shall be
deemed cancelled.


 


After the execution and delivery to the Agent of a fully executed copy
of this Agreement (including by way of counterparts and by facsimile
transmission) by the parties hereto, this 
Agreement may only be changed, modified or varied by written instrument
in accordance with the requirements for the modification of Finance Documents
pursuant to Clause 45 (Amendments)
of the Facilities Agreement.


 


In the event of any conflict between the terms of this Agreement and
those of the Facilities Agreement, the terms of the Facilities Agreement shall
control.


 


*****


 


230





















 


This agreement shall be governed in accordance
with, English law.


 


Yours faithfully,


 


 


For and on behalf of


 


	
  [Incremental Revolving Facility Lender(s)]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  [Title]

  	
   

  	
  [Title]

  
					



 


 


We Accept and Agree the terms of the foregoing letter


 


Yours faithfully


 


 


For and on behalf of


 


	
  Buhrmann US Inc.

  as Borrower

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  [Title]

  	
   

  	
  [Title]

  
					



 


 


For and on behalf of


 


	
  Deutsche Bank AG London

  as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  [Title]

  	
   

  	
  [Title]

  
					



 


231





















 


Each Obligor acknowledges and agrees to each the foregoing provisions of
this Incremental Facility Commitment Agreement and to the incurrence of the
Revolving Facility Advances to be made pursuant thereto.


 


Yours faithfully


for and on behalf of


 


	
  Buhrmann N.V. 

  as Parent and Obligor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  [Title]

  	
   

  	
  [Title]

  
					



 


 


[                                                ]


as Obligor


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  [Title]

  	
   

  	
  [Title]

  



 


 


[                                                ]


as Obligor


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  [Title]

  	
   

  	
  [Title]

  



 


232





















 


TERMS AND CONDITIONS FOR 

INCREMENTAL REVOLVING FACILITY COMMITMENT AGREEMENT


 


Dated [                ] 2[      ]


 


1.                                       Name and
jurisdiction of Borrower:(17)


 


2.                                       Incremental
Revolving Facility Commitment Amounts (as of the Agreement Effective Date):


 


	
  Names of Incremental
  Revolving

  Facility Lenders

  	
   

  	
  Amount of Incremental
  Revolving

  Facility Commitment

  
	
   

  	
   

  	
   

  
	
  [

  	
  ]

  	
   

  	
   

  	
  $

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:(18)

  	
   

  	
   

  	
  $

  	
  [

  	
  ]

  



 


3.                                       Other Conditions
Precedent:(19)


 


4.                                       Notices:(20)


 


5.                                       Payments:(21)


 


6.                                       Amount of Revolving
Facility Advance:(22)


 


7.                                       Minimum
voluntary prepayment amount under Clause 12 (Voluntary
Prepayment) of the Facilities Agreement:(23)


 










(17)         Shall
be the Borrower.


 


(18)         The
aggregate amount of Incremental Revolving Facility Commitments must be at least
€1,000,000 (or the Euro Amount thereof) and in integral multiples of €1,000,000
(or the Euro amount thereof).


 


(19)         Insert
any additional conditions precedent which may be required to be satisfied prior
to the Agreement Effective Date.


 


(20)         Notice
relating to Revolving Facility Advances incurred by the Borrower shall be as
required in accordance with Clause 42.2 (Giving
Notice) of the Facilities Agreement.


 


(21)         Payments
relating to Revolving Facility Advances incurred by the Borrower shall be as
required in accordance with Clause 35.1 (Payment
to Agent) of the Facilities Agreement.


 


(22)         The
Agent shall designate the amount for the respective Revolving Facility
Advances, which amount shall be no less than €1,000,000 (or its equivalent in
euros).


 


(23)         The
Agent shall designate the minimum amount for partial voluntary prepayments
pursuant to Clause 12 (Voluntary Prepayment)
of the Facilities Agreement for the Revolving Facility.


 


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SCHEDULE 5

SECURITY TRUSTEE PROVISIONS


 


PART I - Supplementary Security Trustee
Provisions


 


In this Schedule any reference to the Security Trustee’s Rights is
a reference to the rights, powers, authorities, discretions, privileges and
immunities (a) which gratuitous trustees have or may have in England (referred
to below as the Security Trustee’s “Rights”)
and (b) which (by way of supplement to the Trustee Act 1925 and the Trustee Act
2000), are set out below.


 


1.                                       The
Security Trustee may (without any responsibility for any resulting loss) rely
on:


 


(a)                                  any
communication, certificate, legal opinion or other document believed by it to
be genuine and correct and to have been signed by, or with the authority of, the
proper person;


 


(b)                                 any
statement made by a director, officer, partner or employee of any person
regarding any matters which may reasonably be assumed to be within his
knowledge or within his power to verify; and


 


(c)                                  a
certificate signed by any one or more persons which, or each of which, is
believed by it to be a director or other duly authorised officer of an Obligor
or of a Finance Party to the effect that any particular dealing, transaction,
step or thing is, in the opinion of the person so certifying, suitable or
expedient or as to any other fact or matter upon which the Security Trustee may
require to be satisfied and shall not be responsible for any loss that may be
occasioned by its relying on any such certificate.


 


2.                                       The
Security Trustee may obtain and pay for such legal or other expert advice or
services as it may consider necessary or desirable and may rely on the opinion
or advice of or any information obtained from any lawyer, accountant,
architect, engineer, surveyor, broker, consultant, valuer or other expert,
whether obtained by the Security Trustee or otherwise, and shall not be
responsible for any loss resulting from such reliance.


 


3.                                       Any
opinion, advice or information on which the Security Trustee relies or intends
to rely may be sent or communicated by letter, telex message, facsimile
transmission, telephone or any other means. 
The Security Trustee shall not be liable for acting on any opinion,
advice or information which is so conveyed, even if the opinion, advice or
information contains some error or is not authentic.


 


4.                                       The
Security Trustee may retain for its own benefit, without liability to account
to any other person, any fee or other sum received by it for its own account.


 


5.                                       The
Security Trustee may accept deposits from, lend money to or provide advisory or
other services to or engage in any kind of banking or other business with any
Obligor or any Finance Party or a subsidiary or associated company of any of
them and may do so without any obligation to account to or disclose any such
arrangements to any person.


 


234





















 


6.                                       The
Security Trustee may exercise any of its Rights and perform any of its duties,
obligations and responsibilities under this Agreement or any of the Security Documents
through its employees or through paid or unpaid agents, which may be
corporations, partnerships or individuals (whether or not lawyers or other
professional persons), and shall not be responsible for any misconduct or
omission on the part of, or be bound to supervise the proceedings or acts of,
any such employee or agent.  Any such
agent which is engaged in any profession or business shall be entitled to
charge and be paid all usual fees, expenses and other charges for its services.


 


7.                                       The
Security Trustee may at any time and from time to time delegate, whether by
power of attorney or otherwise, to any persons all or any of its Rights and the
rights, powers and discretions which are for the time being exercisable by the
Security Trustee under any of the Security Documents.  Any such delegation may be made upon such
terms and conditions (including the power to sub-delegate with the consent of
the Security Trustee) as the Security Trustee may think fit.  The Security Trustee shall not be in any way
be liable or responsible to any Obligor, any Finance Party or any other person
for any loss or damage arising from any act, default, omission or misconduct on
the part of any such delegate or sub-delegate.


 


8.                                       Nothing
in this Agreement shall limit the ability of the Security Trustee to exercise
any rights, powers and discretions it may have in its capacity as a Finance
Party.


 


9.                                       The
Security Trustee may refrain from doing anything which would or might in its
opinion be contrary to any law of any jurisdiction or any directive or
regulation of any agency of any state or which would or might otherwise render
it liable to any person and may do anything which is, in its absolute
discretion, necessary to comply with any such Law, directive or regulation.


 


10.                                 The Security
Trustee shall not be liable for any omission or defect in, or any failure to
preserve or perfect any or all of the Security including, without limitation,
any failure:


 


(a)                                  to
obtain any licence, consent or other authority required for the execution,
delivery, validity, legality, adequacy, performance, enforceability or
admissibility in evidence of any Security Document;


 


(b)                                 to
register or submit for registration any Security Document or other document or
any security created thereby, or to file or caused to be entered any notice,
caution or other entry, in any applicable register or with any applicable
agency or authority;


 


(c)                                  to
require the deposit with it of any deed or document certifying, evidencing or
constituting the title of any Obligor to any or all of the Trust Property; or


 


(d)                                 to
require any further assurances in relation to any of the Security.


 


11.                                 The
Security Trustee may accept without enquiry such evidence of title as any
Obligor may have to any or all of the Trust Property and shall not be liable
for any failure or omission to ascertain or investigate the title of any
Obligor or any other person to any or all of the Trust Property.


 


235





















 


12.                                 The
Security Trustee and every receiver and/or manager, delegate, sub-delegate,
attorney, agent or other person appointed under this Agreement or any of the
Security Documents may indemnify itself out of the Trust Property against all
proceedings, claims and demands which may be made or taken against it and all
costs, charges, damages, expenses and liabilities which it may suffer or incur
unless suffered or incurred by reason of its own gross negligence or wilful
misconduct.


 


13.                                 The
Security Trustee may (without any obligation to insure and at the cost and
expense of the Obligors) place this Agreement, any title deeds and other
documents certifying, evidencing or constituting the title to any of the
Collateral in any safe deposit, safe or other receptacle selected by the
Security Trustee or with any bank, financial institution or other company or
lawyer or law firm believed by it to be of good repute.  The Security Trustee may in its absolute
discretion make any such arrangements as it thinks fit for allowing any Obligor
or its lawyers or auditors or other advisers access to or possession of any
such title deeds and other documents. 
The Security Trustee shall not be responsible for any loss which may
result arising out of any such deposit, access or possession.


 


14.                                 Pending
appropriation and distribution under Clause 6.3 (Application
of Proceeds) of the Intercreditor Deed and without responsibility
for any loss or any reduction in return which may result from its so doing, the
Security Trustee may credit any sum received, recovered or held by it in respect
of the Trust Property in such a suspense or other account as the Security
Trustee thinks fit or invest or place on deposit such sum in the name of or
under the control of the Security Trustee in any investment for the time being
authorised by English law for the investment by trustees of trust moneys or
with such bank or financial institution (including the Security Trustee) as the
Security Trustee may think fit.  The
Security Trustee may at any time in its absolute discretion vary, exchange,
transfer or transpose any such investments or deposits for or into other such
investments or deposits.  Any investment
made by the Security Trustee may, at its discretion, be made or retained in the
name of a nominee.


 


15.                                 The
Security Trustee shall not be obliged to monitor or enquire as to whether or
not a Default has occurred and will not be deemed to have knowledge of the
occurrence of a Default unless it has actual knowledge or express notice
thereof.


 


16.                                 Neither
the Security Trustee nor any of its officers, employees or agents makes, or
shall at any time be deemed to make, any representation or warranty (express or
implied) as to or be responsible or liable to any person for:


 


(a)                                  the
adequacy, accuracy or completeness of any representation, warranty, statement
or information contained in this Agreement or any Security Document, notice,
report or other document, statement or information circulated, delivered or
made to any Finance Party whether orally or otherwise and whether before, on or
after the date of this Agreement;


 


(b)                                 the
execution, delivery, validity, legality, priority, ranking, adequacy,
performance, enforceability or admissibility in evidence of this Agreement or
any Security Document or any other document referred to in (a) above or of any
security created thereby or any obligations imposed thereby or assumed
thereunder; or


 


236





















 


(c)                                  anything
done or not done by it or any of them under or in connection with this
Agreement or the Security Documents save in the case of its or their gross
negligence, breach of a Finance Document or wilful misconduct.


 


17.                                 Where
the disposal of any or all of the Collateral is permitted under or consented to
in accordance with any relevant Finance Document, the Security Trustee shall
release such Trust Property from the Security to which it is subject, but the
Security Trustee shall not give such consent without the prior written consent
of or instructions from the Agent unless the Security Trustee determines that
its giving of such consent will not materially prejudice the interests of the
Finance Parties or any of them.


 


18.                                 The
Security Trustee shall not have any duty to ensure that any payment or other
financial benefit in respect of any of the Trust Property is duly and punctually
paid, received or collected as and when the same becomes due and payable or to
procure that the correct amounts (if any) are paid or received or to ensure the
taking up of any (or any offer of any) stocks, shares, rights, moneys or other
property paid, distributed, accrued or offered at any time by way of interest,
dividend, redemption, bonus, rights, preference, option, warrant or otherwise
on, or in respect of or in substitution for any of the Trust Property.


 


19.                                 If
instructed by the Agent, the Security Trustee shall concur with the relevant
Obligor and shall exercise its Rights in making any modification to a Security
Document which (a) relates to administrative matters or is a technical
amendment arising out of a manifest error and (b) would not in the Agent’s
opinion materially prejudice the Finance Parties.


 


20.                                 The
Security Trustee as between itself and the other parties hereto shall have full
power to determine all questions and doubts arising in relation to any of the
provisions of this Agreement or any Security Document and any such
determination shall in the absence of manifest error, be conclusive and shall
bind the Security Trustee and the other parties hereto.


 


21.                                 Any
consent given by the Security Trustee for the purposes of this Agreement may be
given on such terms and subject to such conditions (if any) as the Security
Trustee may require.


 


22.                                 If
there is any conflict between the provisions of this Agreement and any Security
Document with regard to instructions to or other matters affecting the Security
Trustee, this Agreement will prevail.


 


23.                                 The
Security Trustee shall not (unless required by law or ordered so to do by a
court of competent jurisdiction) be required to (a) to disclose to any Finance
Party any credit or other information (other than information in the Security
Trustee’s possession specifically concerning the Security Documents) with
respect to the financial condition or affairs of any member of the Group or any
of their related entities whether coming into its or any of its affiliates
possession before or on the entry into this Agreement or at any time thereafter
or (b) to request any certificates or other documents from any member of the
Group unless specifically requested to do so by the Agent in accordance with this
Agreement or any of the Security Documents.


 


237





















 


24.                                 Nothing
contained in this Agreement shall require the Security Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of its duties or the exercise of any right, power, authority or
discretion hereunder if it has grounds for believing the repayment of such
funds or adequate indemnity against, or security for, such risk or liability is
not reasonably assured to it.


 


PART II - Appointment and Retirement of
Security Trustee


 


1.                                       The
Security Trustee shall, at any time and for any purpose or reason whatsoever,
have power to appoint any person to act either as a separate Security Trustee,
or as co-Security Trustee jointly with the Security Trustee, with (subject to
the provisions of this Agreement) such of the Security Trustee’s Rights
(including the right to reasonable remuneration and indemnity), duties and
obligations vested in the Security Trustee by this Agreement or any Security
Document as shall be conferred or imposed by the instrument of its appointment.


 


2.                                       No
more than one separate Security Trustee or co-Security Trustee may be appointed
by the Security Trustee if no Event of Default has occurred and is continuing
unless the Security Trustee reasonably considers that such appointment is
necessary or desirable for the purpose of exercising its rights under this
Agreement or otherwise due to any requirement, restriction or condition in any
applicable jurisdiction. The Security Trustee shall have power to remove any
such separate Security Trustee or co-Security Trustee for any reason
whatsoever.


 


3.                                       Whenever
there shall be more than one Security Trustee under this Agreement any
reference to “Security Trustee” shall be construed as a reference to each of
those trustees.


 


4.                                       Whenever
there shall be more than two Security Trustees under this Agreement, the
majority of such Security Trustees shall be competent to execute and exercise
all the duties, powers, authorities and discretions vested in the Security
Trustee by this Agreement, the Security Documents and general law.


 


5.                                       A
Security Trustee may, save as provided below, retire at any time upon giving
not less than 30 days’ notice in writing to the Agent without assigning any
reason therefor and without being responsible for the costs occasioned by such
retirement.


 


6.                                       The
retirement of a sole Security Trustee shall not take effect until (i) the
appointment of a successor Security Trustee has been made and accepted by way
of execution of an Accession Notice; and (ii) the Agent is satisfied that all
things required to be done in order that the Security Documents or replacements
therefor shall provide for perfected and enforceable security in favour of the
successor Security Trustee have been done.


 


7.                                       If
such a notice of resignation has been given and, within 30 days after such
notice of resignation, no successor Security Trustee shall have (i) been
appointed by the Finance Parties and (ii) accepted such appointment, the
retiring Security Trustee, after consultation with the Parent and the Agent,
shall have the right to appoint a successor Security Trustee which shall be a
reputable and experienced bank.


 


238





















 


If a successor to the Security Trustee is appointed under the provisions
of this Schedule above the retiring Security Trustee shall be discharged
from any further obligations under, but shall remain entitled to the benefits
of, this Agreement.


 


239





















 


SCHEDULE 6

ASSOCIATED COSTS RATE


 


1.                                      On the
first day of each Interest Period or Term (or as soon as possible thereafter)
the Agent shall determine:


 


(a)                                  for
each Lender the percentage rate per annum for such Interest Period or Term
which is the applicable “Additional Costs
Rate” (as calculated in paragraph 2 or 3 below); and


 


(b)                                  the “Associated Costs Rate” for such period,
which shall be the rate per annum which is the weighted average of the Lenders’
Additional Costs Rates (weighted in proportion to the percentage participation
of each Lender in the Advance to which such Interest Period or Term relates).


 


2.                                      (a)                                  The
Additional Costs Rate for a Lender lending from a Facility Office in a
Participating Member State shall be the percentage certified by that Lender to
the Agent as being its reasonable determination of the cost (expressed as a
percentage of that Lender’s participation in all Advances made from that
Facility Office) to such Lender of complying with the minimum reserve
requirements of the European Central Bank in respect of Advances made from that
Facility Office.


 


(b)                                  The
Additional Costs Rate for a Lender lending from a Facility Office in the U.S.
shall be the percentage certified by that Lender to the Agent as being its
reasonable determination of the cost (expressed as a percentage of that Lender’s
participation in all Advances made from that Facility Office) to such Lender of
complying with the minimum reserve requirements of the Federal Reserve Bank of
New York in respect of Advances made from that Facility Office.


 


3.                                      The
Additional Costs Rate for a Lender lending from a Facility Office in the United
Kingdom shall be calculated as follows:


 


(a)                                  In
relation to an Advance denominated in sterling:


 


	
  AB + C(B - D) + E x 0.01

  	
   

  	
  per cent. per annum

  
	
  100 - (A + C)

  	
   

  	
   

  



 


(b)                                  In
relation to an Advance denominated in euro or an Optional Currency other than
sterling:


 


	
  E x 0.01

  	
   

  	
  per cent. per annum

  
	
  300

  	
   

  	
   

  



 


where:


 


A                                       is the
percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as
an interest


 


240





















 


free cash ratio
deposit with the Bank of England to comply with cash ratio requirements.


 


B                                       is the
percentage rate of interest (excluding the Applicable Margin and the Associated
Costs Rate and, if the relevant amount is an Unpaid Sum, the additional rate of
interest specified in Clause 29.2 (Default Rate)),
payable for the relevant Interest Period or Term in respect of the relevant
Advance.


 


C                                       is the
percentage (if any) of Eligible Liabilities which that Lender is required from
time to time to maintain as interest bearing Special Deposits with the Bank of
England.


 


D                                       is the
percentage rate per annum payable by the Bank of England to that Lender on
interest bearing Special Deposits.


 


E                                         is
designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and
expressed in pounds per £1,000,000.


 


4.                                      For
the purposes of this Schedule:


 


(a)                                  “Eligible Liabilities” and “Special
Deposits” have the
meanings given to them from time to time under or pursuant to the Bank of
England Act 1998 or (as the case may be appropriate) by the Bank of England;
and


 


(b)                                  “Fees Rules” means the rules on periodic fees contained in the FSA
Supervision Manual or such other law or regulation as may be in force from time
to time in respect of the payment of fees for the acceptance of deposits.


 


5.                                      In
application of the above formulae, A, B, C and D will be included in the
formulae as percentages (i.e. 5 per cent. will be included in the formula as 5
and not as 0.05).  A negative result
obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to 4
decimal places.


 


6.                                      If
requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate
of charge payable by that Reference Bank to the Financial Services Authority
pursuant to the Fees Rules in respect of the relevant financial year of the
Financial Services Authority (calculated for this purpose by that Reference
Bank as being the average of the Fee Tariffs applicable to that Reference Bank
for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.


 


7.                                      For
the purposes of paragraph 6 of this Schedule:


 


(a)                                  “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated
fee required pursuant to the Fees Rules but taking into account any applicable
discount rate); and


 


(b)                                  “Tariff Base” has the meaning given to it, and is calculated in accordance
with, the Fees Rules.


 


241





















 


8.                                      Each
Lender shall supply any information required by the Agent for the purposes of
calculating the Additional Costs Rate, including the following information
which such Lender shall provide to the Agent on or before the date on which it
becomes a Lender:


 


(a)                                  the
jurisdiction of its Facility Office; and


 


(b)                                  any
other information that the Agent may reasonably require for such purpose,


 


and shall promptly notify the
Agent in writing of any change to the information provided by it pursuant to
this paragraph.


 


9.                                      The
percentages of each Lender for the purpose of A and C above and the rates of
charge of each Reference Bank for the purpose of E above shall be determined by
the Agent based upon the information supplied to it pursuant to paragraphs 6
and 8 above and on the assumption that, unless a Lender notifies the Agent to
the contrary, each Lender’s obligations in relation to cash ratio deposits and
Special Deposits are the same as those of a typical bank from its jurisdiction
of incorporation with a Facility Office in the same jurisdiction as its
Facility Office.


 


10.                               The
Agent shall have no liability to any person if any determination by it of an
Additional Costs Rate and/or an Associated Costs Rate over or under compensates
a Lender and shall be entitled to assume that the information provided by any
Lender or Reference Bank pursuant to paragraphs 2, 6 and 8 above is true and
correct in all respects.


 


11.                               The
Agent shall distribute amounts received by it in respect of an Interest Period
or Term and attributable to the Associated Costs Rate to the Lenders on the
basis of the Additional Costs Rate for each such Interest Period or Term and
each Lender determined by the Agent pursuant to the provisions of this
Schedule.


 


12.                               Any
determination by the Agent pursuant to this Schedule in relation to a
formula, an Additional Costs Rate or an Associated Costs Rate or any amount
payable to a Lender shall, in the absence of manifest error, be conclusive and
binding on all the parties to this Agreement.


 


13.                               The
Agent may from time to time, after consultation with the Parent and the
Lenders, specify any amendments which are required to be made to this Schedule in
order to comply with any change in Law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority
or the European Central Bank (or, in any case, any other authority which
replaces all or any of their functions) and any such determination shall, in
the absence of manifest error, be conclusive and binding on all the parties to
this Agreement.


 


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SCHEDULE 7


 


PART I - FORM OF ACCESSION NOTICE


 


THIS ACCESSION NOTICE is entered into on
[                        ] by [insert name of subsidiary]
(the “Subsidiary”) and Buhrmann
N.V. by way of a deed in favour of the Agent, the Arrangers and the Lenders
(each as defined in the Facilities Agreement referred to below).


 


BACKGROUND


 


A                                       By a
€730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23 December 2003 and made
between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the parties
named therein as Original  Guarantors,
Deutsche Bank AG London and ABN AMRO Bank N.V. as Arrangers, Deutsche Bank AG
London as Agent, Deutsche Bank AG London as Security Trustee and the financial
and other institutions named in it as Lenders, the Lenders agreed to make
certain facilities available to the Borrower.


 


B                                       By an
intercreditor deed (the “Intercreditor Deed”)
dated 23 December 2003 and made between the parties named therein (the “Obligors”) as Obligors and Deutsche Bank AG
London as Agent and Security Trustee, the Obligors agreed to subordinate
certain debts and obligations in favour of the Security Trustee.


 


C                                       The
Parent has requested that the
Subsidiary become an Acceding Guarantor pursuant to Clause 27 (Accession of New Guarantors) of the Facilities Agreement.


 


NOW THIS DEED WITNESS AS FOLLOWS:


 


1.                                      Terms
defined in the Facilities Agreement have the same meanings in this Agreement.


 


2.                                      The
Subsidiary is a company duly organised under the laws of [insert relevant jurisdiction].


 


3.                                      The
Subsidiary confirms that it has received from the Parent a true and up-to-date
copy of the Facilities Agreement and the other Finance Documents.


 


4.                                      The
Subsidiary undertakes, upon its becoming a Guarantor, to perform all the
obligations expressed to be undertaken under the Facilities Agreement, the
Intercreditor Deed, and the other Finance Documents by a Guarantor and agrees
that it shall be bound by the Facilities Agreement, the Intercreditor Deed and
the other Finance Documents in all respects as if it had been an original party
to it as an Original Guarantor. [Provided that [make such exceptions as
may be necessary to limit the obligations of an Acceding Guarantor to ensure
that such obligations are enforceable in accordance with applicable Law]].


 


5.                                      The
Parent confirms (for itself and as Obligors’ Agent for the other Obligors)
that, if the Subsidiary is accepted as an Acceding Guarantor, the Parent’s
guarantee and indemnity obligations and the guarantee and indemnity obligations
of the other Obligors pursuant to Clause 30 (Guarantee
and Indemnity) of the Facilities


 


243





















 


Agreement will apply to all of
the obligations of the Subsidiary under the Finance Documents as an Acceding
Guarantor in all respects in accordance with the terms of the Facilities
Agreement as if such Subsidiary had been party to the Facilities Agreement as
an Original Guarantor.


 


6.                                      The
Parent:


 


(a)                                  repeats
the Repeating Representations; and


 


(b)                                  confirms
that no Default is continuing or will occur as a result of the Subsidiary
becoming an Acceding Guarantor.


 


7.                                      The
Subsidiary makes, in relation to itself, the representations and warranties set
out in Clause 22 (Representations and Warranties)
of the Facilities Agreement.


 


8.                                      The
Subsidiary confirms that it has appointed [        ] of [        ] to be its process agent for the purposes of accepting
service of Proceedings on it.


 


9.                                      The
Subsidiary’s administrative details for the purposes of the Facilities
Agreement are as follows:


 


Address:


 


Contact:


 


Telephone No:


 


Fax No:


 


10.                               This
Accession Notice and the rights, benefits and obligations of the parties under
this Accession Notice shall be governed by and construed in accordance with
English law.


 


This Accession Notice has been executed as a Deed by the Parent and the
Subsidiary and signed by the Agent on the date written at the beginning of this
Accession Notice.


 


EXECUTED as a DEED by


 


[Name of Subsidiary]


 


acting by


 


EXECUTED as a DEED by


 


BUHRMANN N.V.


 


acting by


 


THE AGENT


 


DEUTSCHE BANK AG LONDON


 


By:


 


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PART II - ACCESSION DOCUMENTS


 


1.                                      Corporate Documents


 


In relation to any proposed Acceding Guarantor, a copy of:


 


(a)                                  its
up-to-date constitutional documents and, if applicable, a good standing
certificate in respect thereof;


 


(b)                                  a
board resolution of such Acceding Guarantor approving the execution and
delivery of the relevant Accession Notice, its accession to the Facilities
Agreement as a Guarantor (as the case may be) and the performance of its
obligations under the Finance Documents and authorising a named person to sign
such Accession Notice and any other documents to be delivered by it pursuant
thereto;


 


(c)                                  a duly
completed certificate, of a duly authorised officer of such Acceding Guarantor
in the form of Part II of Schedule 3 (Form of Certificate of
Obligor); and


 


(d)                                  the
latest annual audited financial statements of such Acceding Guarantor available
as at the date of the relevant Accession Notice.


 


2.                                      Legal Opinions


 


Legal opinions of such legal advisers as may be acceptable to the Agent
acting reasonably as to the relevant Law (including any tax matters applicable
to such Acceding Guarantor).


 


3.                                      Necessary Authorisations


 


A copy of any Necessary Authorisation as is in the opinion of counsel to
the Lenders necessary to render the Transaction Documents to which such
Acceding Guarantor is (or is to be) party legal, valid, binding and enforceable
to make the Finance Documents to which such Acceding Guarantor is (or is to be)
party admissible in evidence in such Acceding Guarantor’s jurisdiction of
incorporation and (if different) in England and to enable such Acceding
Guarantor to perform its obligations thereunder.


 


4.                                      Security Documents


 


At least 2 original copies of any Security Documents required by the
Agent duly executed by the proposed Acceding Guarantor together with all
documents required to be delivered pursuant to it.


 


5.                                      Process Agent


 


Written confirmation from any process agent referred to in the relevant
Accession Notice that it accepts its appointment as process agent.


 


245





















 


SCHEDULE 8


 


PART I - FORM OF AUDITORS’ CONFIRMATION


 


To:                              Deutsche Bank AG London


 


 


Date:                    [                        ]


 


 


Dear Sirs


 


We refer to the €730,000,000 senior facilities agreement  (the “Facilities
Agreement”), dated 23 December 2003 and made between Buhrmann
N.V. as Parent, Buhrmann US Inc. as Borrower, the parties named therein as Original Guarantors, Deutsche Bank AG
London and ABN AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG London as
Security Trustee and the financial and other institutions named in it as
Lenders.  Terms defined in the Facilities
Agreement have the same meanings in this Agreement.


 


We refer to the audited financial statements of [        ] for the period ended [        ] (the “Relevant Accounts”)
and the attached certificate of the directors of the Parent, amongst other
things, setting out computations to establish compliance with the financial
covenants set out in Clause 24 (Financial Condition)
of the Facilities Agreement.


 


We confirm that the numbers on which those computations are based have
been properly calculated, based on generally accepted accounting standards,
from the Relevant Accounts.  We further
confirm that [we obtained no knowledge insofar as related to accounting matters
of any Default or Event of Default which has occurred or is continuing/insofar
as related to accounting matters, the following [Default]/[Event of Default]
has occurred and is continuing:] [details of
Default/Event of Default].


 


The confirmation contained in this letter is given on the basis of work
carried out as part of the annual audit of the Parent and the Group and no
additional enquiry or investigation has been made relating to the matters
covered by this confirmation.


 


Yours faithfully


 


 


[Auditors]


 


246





















 


PART
II - FORM OF DIRECTORS’
COMPLIANCE CERTIFICATE


 


To:                              Deutsche Bank AG London


 


 


Dear Sirs


 


Certificate dated
[        ] in respect of the period
ended [        ] (the “Certification
Date”)


 


We refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23 December 2003
and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the parties named therein as Original  Guarantors, Deutsche Bank AG London and ABN
AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG
London as Security Trustee and the financial and other institutions named in it
as Lenders.  Terms defined in the
Facilities Agreement have the same meanings in this Agreement.


 


1.                                      This
Compliance Certificate is provided in accordance with Clause 23.1(e) (Officer’s Certificates) of the Facilities
Agreement.


 


2.                                      We, [        ], being Directors of the Parent as at the Effective Date,
confirm on behalf of the Parent that the financial covenants contained in
Clause 24 (Financial Condition) and the provisions
set out in Clause 25.2 (Conduct of Business),
25.7 (Additional Security and Further
Assurances), 26.2 (Consolidation,
Merger, Purchase or Sale of Assets, etc.), 26.3 (Restricted Payments), 26.4 (Indebtedness), 26.5 (Advances, Investments and Loans) and 26.13
(Assets and EBITDA Attributable to Qualified
Obligors) of the Facilities Agreement have been complied with as at
the Certification Date.


 


3.                                      Our
confirmation is based on the following:


 


[Set out confirmations of Clauses 24 (Financial Condition), 25.2
(Conduct of Business), 25.7 (Additional Security and Further Assurances), 26.2
(Consolidation, Merger, Purchase or Sale of Assets, etc.), 26.3 (Restricted
Payments), 26.4 (Indebtedness), 26.5 (Advances, Investments and Loans) and 26.13
(Assets and EBITDA Attributable to Qualified Obligors) and of each element
required to determine by such clause]


 


4.                                      We
further confirm that no Default is continuing as at the Certification Date.


 


	
  For and on behalf of Parent

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  Signed:

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  Date:

  	
  Date:

  



 


247





















 


SCHEDULE 9

GROUP STRUCTURE


 





 


248





















 





 


249





















 





 


250





















 





 


251





















 





 


252





















 





 


253





















 





 


254





















 





 


255





















 





 


256





















 





 


257





















 





 


258





















 


SCHEDULE 10


 


PART
I - EXISTING LIENS


 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  ASAP Software Express, Inc.

  	
   

  	
  California SOS

  	
   

  	
  11/01/99

  	
   

  	
  9930860694

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Indiana SOS

  	
   

  	
  11/01/99

  	
   

  	
  2287909

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Colorado SOS

  	
   

  	
  11/01/99

  	
   

  	
  19992060826

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  01/02/01

  	
   

  	
  20012000382

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/01

  	
   

  	
  20012016614

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  04/13/01

  	
   

  	
  20012028803

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  05/25/01

  	
   

  	
  20012041256

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corp.

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/25/01

  	
   

  	
  20012041257

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corp.

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/25/01

  	
   

  	
  20012041258

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corp.

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/01

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Massachusetts SOS

  	
   

  	
  11/01/99

  	
   

  	
  99671684

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Marlborough, MA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLEAR

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Maryland SOS

  	
   

  	
  03/27/00

  	
   

  	
  0000000181040299

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  06/07/00

  	
   

  	
  0000000181048572

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  07/24/02

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/14/00

  	
   

  	
  0000000181049467

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  



 


259





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  06/23/00

  	
   

  	
  0000000181050648

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Michigan SOS

  	
   

  	
  11/01/99

  	
   

  	
  08292C

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Middlesex, MA, Southern District

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLEAR

  
	
  ASAP Software Express, Inc.

  	
   

  	
  St. Louis City, MO

  	
   

  	
  11/01/99

  	
   

  	
  6996

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  St. Louis, MO

  	
   

  	
  11/01/99

  	
   

  	
  12215

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Arizona SOS

  	
   

  	
  11/01/99

  	
   

  	
  1090976

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Florida SOS

  	
   

  	
  11/01/99

  	
   

  	
  990000248433

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Minnesota SOS

  	
   

  	
  11/01/99

  	
   

  	
  2174458

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Missouri-SOS

  	
   

  	
  11/01/99

  	
   

  	
  3089262

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4047897

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4047898

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4047899

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
  ASAP Software Express, Inc.

  	
   

  	
  New Jersey SOS

  	
   

  	
  11/01/99

  	
   

  	
  1938710

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  04/27/01

  	
   

  	
  2038414

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  04/27/01

  	
   

  	
  2038415

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  



 


260





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  04/27/01

  	
   

  	
  2038416

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
  ASAP Software Express, Inc.

  	
   

  	
  New York SOS

  	
   

  	
  11/01/99

  	
   

  	
  219747

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  ASAP Software Express, Inc.

  	
   

  	
  New York County, NY County Clerk

  	
   

  	
  11/04/99

  	
   

  	
  99PN60129

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  ASAP Software Express, Inc.

  	
   

  	
  North Carolina SOS

  	
   

  	
  05/26/00

  	
   

  	
  20000054086

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/26/00

  	
   

  	
  20000054087

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/26/00

  	
   

  	
  20000054088

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Ohio SOS

  	
   

  	
  11/01/99

  	
   

  	
  AP0192629

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Cuyahoga County, OH County Recorder

  	
   

  	
  11/01/99

  	
   

  	
  199911019108

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Franklin County, OH County Recorder

  	
   

  	
  11/01/99

  	
   

  	
  199911010273821

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  12/11/03

  	
   

  	
  97TX-05-008987

  	
   

  	
  JL

  	
   

  	
  Ohio State Department Taxation

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Hamilton County, OH County Recorder

  	
   

  	
  11/02/99

  	
   

  	
  8110-1011

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Texas SOS

  	
   

  	
  11/01/99

  	
   

  	
  9900218668

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Washington SOS

  	
   

  	
  11/01/99

  	
   

  	
  993050008

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  ASAP Software Express, Inc.

  	
   

  	
  Wisconsin SOS

  	
   

  	
  11/01/99

  	
   

  	
  07501895534

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Buhrmann Silver US LLC

  	
   

  	
  Delaware SOS

  	
   

  	
  10/04/01

  	
   

  	
  11165807

  	
   

  	
  UCC

  	
   

  	
  Bankers Trustee Company

  
	
   

  	
   

  	
   

  	
   

  	
  07/18/02

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  



 


261





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Buhrmann US Holdings, Inc.

  	
   

  	
  Delaware SOS

  	
   

  	
  11/18/02

  	
   

  	
  22898074

  	
   

  	
  UCC

  	
   

  	
  Deutsche Bank Trust Company

  
	
  CE Philadelphia Real Estate, Inc.

  	
   

  	
   

  	
   

  	
  11/18/02

  	
   

  	
  22898090

  	
   

  	
  UCC

  	
   

  	
  Deutsche Bank Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  11/18/02

  	
   

  	
  22898132

  	
   

  	
  UCC

  	
   

  	
  Deutsche Bank Trust Company

  
	
  CE Philadelphia Real Estate, Inc.

  	
   

  	
  Colorado-SOS

  	
   

  	
  03/15/01

  	
   

  	
  20012020383

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Arkansas SOS

  	
   

  	
  11/02/99

  	
   

  	
  00-01214702

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Pulaski, AR

  	
   

  	
  11/02/99

  	
   

  	
  99086471

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  California SOS

  	
   

  	
  11/02/99

  	
   

  	
  9930961109

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  02/18/00

  	
   

  	
  0005360278

  	
   

  	
  UCC

  	
   

  	
  LaSalle Equipment LP

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/00

  	
   

  	
  0013760230

  	
   

  	
  UCC

  	
   

  	
  LaSalle Equipment LP

  
	
   

  	
   

  	
   

  	
   

  	
  06/26/00

  	
   

  	
  0018060442

  	
   

  	
  UCC

  	
   

  	
  Wells Fargo Equipment Finance

  
	
   

  	
   

  	
   

  	
   

  	
  08/02/00

  	
   

  	
  0021760360

  	
   

  	
  UCC

  	
   

  	
  LaSalle Equipment LP

  
	
   

  	
   

  	
   

  	
   

  	
  08/22/00

  	
   

  	
  0023660928

  	
   

  	
  UCC

  	
   

  	
  Heller Financial

  
	
  Corporate Express Document & Print 

  	
   

  	
  Delaware SOS

  	
   

  	
  04/11/03

  	
   

  	
  31063976

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corp.

  



 


262





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Management, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Illinois SOS

  	
   

  	
  11/02/99

  	
   

  	
  4117539

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  12/15/99

  	
   

  	
  4132642

  	
   

  	
  UCC

  	
   

  	
  LaSalle Equipment LP

  
	
   

  	
   

  	
   

  	
   

  	
  01/20/00

  	
   

  	
  ”

  	
   

  	
  Assgn

  	
   

  	
  Wells Fargo Equipment Finance

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4215145

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4215146

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4215147

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Kansas SOS

  	
   

  	
  12/11/98

  	
   

  	
  2513415

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  05/04/99

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  11/02/99

  	
   

  	
  2967461

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  02/05/01

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  02/06/01

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/22/00

  	
   

  	
  3639374

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  



 


263





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  07/09/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/22/00

  	
   

  	
  3639408

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  07/09/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/22/00

  	
   

  	
  3639424

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  07/09/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/22/03

  	
   

  	
  3739208

  	
   

  	
  UCC

  	
   

  	
  Wells Fargo Equipment Finance

  
	
   

  	
   

  	
   

  	
   

  	
  08/24/00

  	
   

  	
  3926722

  	
   

  	
  UCC

  	
   

  	
  Heller Financial

  
	
   

  	
   

  	
   

  	
   

  	
  01/31/01

  	
   

  	
  4397006

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  07/16/01

  	
   

  	
  4950914*

  	
   

  	
  UCC

  	
   

  	
  Primesource Corporation

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Colorado-SOS

  	
   

  	
  03/11/03

  	
   

  	
  20032026474

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  04/30/03

  	
   

  	
  20032046260

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/02/03

  	
   

  	
  20032046988

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/28/03

  	
   

  	
  20032056465

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  07/23/03

  	
   

  	
  20032079850

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  09/19/03

  	
   

  	
  20032102792

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  10/10/03

  	
   

  	
  20032111005

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Caddo, LA

  	
   

  	
  11/08/99

  	
   

  	
  09-982181

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express 

  	
   

  	
  Massachusetts, SOS

  	
   

  	
  11/02/99

  	
   

  	
  99672013

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
																



 


264





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Document & Print Management, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Norfolk, MA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLEAR

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Needham, MA

  	
   

  	
  11/02/99

  	
   

  	
  368

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Maryland SOS

  	
   

  	
  03/27/00

  	
   

  	
  0000000181040296

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  06/07/00

  	
   

  	
  0000000181048572

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  07/24/02

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/14/00

  	
   

  	
  0000000181049467

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/23/00

  	
   

  	
  0000000181050648

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Fulton, GA

  	
   

  	
  11/02/99

  	
   

  	
  60-99-21176

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Mississippi SOS

  	
   

  	
  11/02/99

  	
   

  	
  1376808

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print 

  	
   

  	
  Hinds, MS

  	
   

  	
  11/02/99

  	
   

  	
  381780

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  



 


265





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Management, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Greene, MO

  	
   

  	
  11/02/99

  	
   

  	
  005412

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  St. Louis City, MO

  	
   

  	
  11/17/99

  	
   

  	
  7306

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  St. Louis, MO

  	
   

  	
  11/02/99

  	
   

  	
  12281

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Michigan SOS

  	
   

  	
  11/02/99

  	
   

  	
  08327C

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  12/17/03

  	
   

  	
  ”

  	
   

  	
  Correction

  	
   

  	
  ”

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Arizona SOS

  	
   

  	
  11/02/99

  	
   

  	
  1091308

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Connecticut SOS

  	
   

  	
  11/02/99

  	
   

  	
  0001959074

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  12/04/00

  	
   

  	
  0002038531

  	
   

  	
  UCC

  	
   

  	
  LaSalle Equipment LP

  
	
  Corporate Express Document & Print 

  	
   

  	
  Iowa SOS

  	
   

  	
  11/02/99

  	
   

  	
  P053053

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  



 


266





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Management, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Minnesota SOS

  	
   

  	
  11/02/99

  	
   

  	
  2174744

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  06/22/00

  	
   

  	
  2238365

  	
   

  	
  UCC

  	
   

  	
  Wells Fargo Equipment Finance

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Missouri SOS

  	
   

  	
  11/02/99

  	
   

  	
  3089541

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4047897

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4047899

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Nebraska SOS

  	
   

  	
  11/12/99

  	
   

  	
  9999909605

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  11/24/99

  	
   

  	
  9999919486

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  12/13/99

  	
   

  	
  9999932544

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  01/26/00

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  Wells Fargo Equipment Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  12/13/99

  	
   

  	
  9999932545

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  01/26/00

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  Wells Fargo Equipment Finance, Inc

  
	
   

  	
   

  	
   

  	
   

  	
  12/13/99

  	
   

  	
  9999932546

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  01/26/00

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  Wells Fargo Equipment Finance, Inc

  
	
   

  	
   

  	
   

  	
   

  	
  12/13/99

  	
   

  	
  9999932547

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing

  



 


267





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  01/26/00

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  Wells Fargo Equipment Finance, Inc

  
	
   

  	
   

  	
   

  	
   

  	
  01/26/00

  	
   

  	
  9900018659

  	
   

  	
  UCC1

  	
   

  	
  Forsythe/McArthur Associates, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  02/22/00

  	
   

  	
  9900027086

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  03/31/00

  	
   

  	
  9900040540

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  05/15/00

  	
   

  	
  9900054225

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  9900056160

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation for itself and as agent

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  9900056164

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation for itself and as agent

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  9900056179

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation for itself and as agent

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/22/00

  	
   

  	
  9900056280

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  06/23/00

  	
   

  	
  9900065233

  	
   

  	
  UCC1

  	
   

  	
  Wells Fargo Equipment Finance, Inc

  
	
   

  	
   

  	
   

  	
   

  	
  08/04/00

  	
   

  	
  9900073913

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  08/04/00

  	
   

  	
  9900073917

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  01/05/01

  	
   

  	
  9901106807

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation for itself and as agent

  
	
   

  	
   

  	
   

  	
   

  	
  05/05/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  01/05/01

  	
   

  	
  9901106810

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation for itself and as agent

  
	
   

  	
   

  	
   

  	
   

  	
  05/05/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/25/01

  	
   

  	
  9901151414

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  09/19/01

  	
   

  	
  9901167244-5

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  09/19/01

  	
   

  	
  9901167286-3

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  



 


268





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  11/16/01

  	
   

  	
  9901178029-2

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  11/16/01

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  01/22/02

  	
   

  	
  9902190403-4

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  03/13/02

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  General Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  02/12/03

  	
   

  	
  9903257823-6

  	
   

  	
  UCC1

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/05/03

  	
   

  	
  9903273594-9

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  9903283139-7

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  New Jersey SOS

  	
   

  	
  11/03/99

  	
   

  	
  1938916

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/00

  	
   

  	
  1974443

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  New Mexico SOS

  	
   

  	
  11/02/99

  	
   

  	
  991102034

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  12/09/99

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  New York SOS

  	
   

  	
  11/02/99

  	
   

  	
  220870

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Nassau County, NY County Clerk

  	
   

  	
  11/04/99

  	
   

  	
  UC99-18002

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print 

  	
   

  	
  North Carolina SOS

  	
   

  	
  05/26/00

  	
   

  	
  20000054086

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  



 


269





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Management, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  05/26/00

  	
   

  	
  20000054087

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/26/00

  	
   

  	
  20000054088

  	
   

  	
  UCC1

  	
   

  	
  Fleet Capital Corporation

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Wake County, NC Recorder of Deeds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLEAR

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Ohio SOS

  	
   

  	
  11/02/99

  	
   

  	
  AP0192894

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Cuyahoga County, OH County Recorder

  	
   

  	
  11/02/99

  	
   

  	
  199911029121

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Mahoning County, OH County Recorder

  	
   

  	
  11/02/99

  	
   

  	
  1999-7970

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Oklahoma County County Clerk

  	
   

  	
  11/02/99

  	
   

  	
  N-7651

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Oregon SOS

  	
   

  	
  11/02/99

  	
   

  	
  488251

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  11/02/99

  	
   

  	
  551791

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing, Inc

  
	
  Corporate Express 

  	
   

  	
  Franklin County, NC 

  	
   

  	
  11/02/99

  	
   

  	
  99-1081

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  



 


270





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Document & Print Management, Inc.

  	
   

  	
  Recorder of Deeds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Pennsylvania SOS

  	
   

  	
  02/01/00

  	
   

  	
  31231288

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Chester County, PA

  	
   

  	
  11/03/99

  	
   

  	
  ST993661

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  South Dakota SOS

  	
   

  	
  11/08/99

  	
   

  	
  993121102372

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Tennessee SOS

  	
   

  	
  01/08/99

  	
   

  	
  993001746

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  02/17/99

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  03/22/00

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  03/22/00

  	
   

  	
  300017072

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Texas SOS

  	
   

  	
  11/03/99

  	
   

  	
  9900220911

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  11/10/99

  	
   

  	
  9900226174

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing, Inc

  
	
   

  	
   

  	
   

  	
   

  	
  11/10/99

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  0000201151

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Systems Leasing, Inc

  



 


271





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  08/22/00

  	
   

  	
  0000568289

  	
   

  	
  UCC1

  	
   

  	
  Forsythe/McArthur Associates, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  10/09/00

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  Heller Financial

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Utah SOS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLEAR

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Virginia

  	
   

  	
  11/02/99

  	
   

  	
  9911027839

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Hanover County, VA County Clerk

  	
   

  	
  11/03/99

  	
   

  	
  99-1136

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Henrico County, VA Clerk of the Circuit Court

  	
   

  	
  11/02/99

  	
   

  	
  99-2040

  	
   

  	
  UCC1

  	
   

  	
  General Electric Capital Corporation

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Washington SOS

  	
   

  	
  11/02/99

  	
   

  	
  993060124

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
  12/09/99

  	
   

  	
  993430032

  	
   

  	
  UCC1

  	
   

  	
  LaSalle Equipment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
  01/24/00

  	
   

  	
  ”

  	
   

  	
  Assign

  	
   

  	
  Wells Fargo Equipment Finance, Inc

  
	
  Corporate Express Document & Print Management,
  Inc.

  	
   

  	
  Wisconsin SOS

  	
   

  	
  11/02/99

  	
   

  	
  07501895802

  	
   

  	
  UCC1

  	
   

  	
  Bankers Trust Company as Collateral Agent

  



 


272





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Alabama SOS

  	
   

  	
  11/01/99

  	
   

  	
  1999-45199

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Arkansas SOS

  	
   

  	
  11/01/99

  	
   

  	
  00-01214596

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Pulaski Co., AR

  	
   

  	
  11/01/99

  	
   

  	
  99086175

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Washington Co., AR

  	
   

  	
  05/11/00

  	
   

  	
  2000-1499

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  California SOS

  	
   

  	
  11/01/99

  	
   

  	
  9930960474

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  01/02/01

  	
   

  	
  0100660695

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/01

  	
   

  	
  0106460432

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  04/13/01

  	
   

  	
  0110761113

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing, Inc.

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Washington DC

  	
   

  	
  05/17/01

  	
   

  	
  2001045625

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Illinois SOS

  	
   

  	
  11/02/99

  	
   

  	
  4117538

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  06/28/01

  	
   

  	
  ”

  	
   

  	
  Prel

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4215145

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4215146

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  



 


273





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4215147

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/12/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  04/13/01

  	
   

  	
  4369942

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/01

  	
   

  	
  4348366

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing, Inc.

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Idaho SOS

  	
   

  	
  11/01/99

  	
   

  	
  B852070

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  04/13/01

  	
   

  	
  B897541

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing, Inc.

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Indiana SOS

  	
   

  	
  11/01/99

  	
   

  	
  2287913

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  11/03/99

  	
   

  	
  2288114

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Kansas SOS

  	
   

  	
  11/01/99

  	
   

  	
  2964096

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  05/22/00

  	
   

  	
  3639374

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  07/09/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/22/00

  	
   

  	
  3639408

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  07/09/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/22/00

  	
   

  	
  3639424

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
   

  	
   

  	
   

  	
   

  	
  07/09/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  01/31/01

  	
   

  	
  4397006

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corpation

  
	
  Corporate Express 

  	
   

  	
  Colorado SOS

  	
   

  	
  11/29/84

  	
   

  	
  19872757413

  	
   

  	
  UCC

  	
   

  	
  Colorado National Bank of Denver

  



 


274





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Office Products, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  04/24/86

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  04/24/86

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/15/89

  	
   

  	
  ”

  	
   

  	
  Rel

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  10/13/89

  	
   

  	
  ”

  	
   

  	
  Cont

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/90

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  10/21/91

  	
   

  	
  ”

  	
   

  	
  Rel

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  11/23/94

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  11/23/94

  	
   

  	
  ”

  	
   

  	
  Cont

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  11/23/94

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/22/95

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  12/18/97

  	
   

  	
  ”

  	
   

  	
  Cont

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  07/22/98

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  08/17/98

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  01/02/01

  	
   

  	
  20012000382

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/01

  	
   

  	
  20012016614

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  04/13/01

  	
   

  	
  20012028803

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  05/25/01

  	
   

  	
  20012041256

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/25/01

  	
   

  	
  20012041257

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/01

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/25/01

  	
   

  	
  20012041258

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  



 


275





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  04/08/03

  	
   

  	
  20032037176

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  04/23/03

  	
   

  	
  20032043206

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  04/30/03

  	
   

  	
  20032046259

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/28/03

  	
   

  	
  20032056407

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  05/28/03

  	
   

  	
  20032056464

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  07/08/03

  	
   

  	
  20032073348

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  07/30/03

  	
   

  	
  20032083212

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  09/02/03

  	
   

  	
  20032095677

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  09/02/03

  	
   

  	
  20032096111

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  10/13/03

  	
   

  	
  20032111494

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  11/26/03

  	
   

  	
  20032128522

  	
   

  	
  UCC

  	
   

  	
  UPS Capital Corporation

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Kentucky SOS

  	
   

  	
  11/01/99

  	
   

  	
  1999-1602202

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Hopkins, KY

  	
   

  	
  05/17/01

  	
   

  	
  320214

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Jefferson, KY

  	
   

  	
  11/01/99

  	
   

  	
  99-08372

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Warren, KY

  	
   

  	
  05/18/01

  	
   

  	
  129902

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  E Baton Rouge, LA

  	
   

  	
  11/03/99

  	
   

  	
  1181256

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  01/02/01

  	
   

  	
  1207069

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  



 


276





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Massachusetts SOS

  	
   

  	
  11/01/99

  	
   

  	
  99671686

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  11/02/99

  	
   

  	
  99672011

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Lawrence, MA

  	
   

  	
  11/01/99

  	
   

  	
  36526

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Norfolk, MA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLEAR

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Needham, MA

  	
   

  	
  05/11/00

  	
   

  	
  190

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Maryland SOS

  	
   

  	
  03/27/00

  	
   

  	
  0000000181040295

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  06/07/00

  	
   

  	
  0000000181048572

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  07/24/02

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  06/14/00

  	
   

  	
  0000000181049467

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/23/00

  	
   

  	
  0000000181050648

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  11/20/00

  	
   

  	
  0000000181065842

  	
   

  	
  UCC

  	
   

  	
  Bay National Bank

  
	
   

  	
   

  	
   

  	
   

  	
  01/02/01

  	
   

  	
  0000000181069687

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Michigan SOS

  	
   

  	
  11/01/99

  	
   

  	
  08310C

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  11/02/99

  	
   

  	
  08329C

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/01

  	
   

  	
  22156C

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
  Corporate Express 

  	
   

  	
  Sebastian, AR

  	
   

  	
  05/17/01

  	
   

  	
  01-537A&B

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  



 


277





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Office Products, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Essex, MA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLEAR

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Dekalb, GA

  	
   

  	
  05/12/00

  	
   

  	
  044-2000-004187

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Fulton, GA

  	
   

  	
  11/02/99

  	
   

  	
  60-99-21178

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/01

  	
   

  	
  60-01-4196

  	
   

  	
  UCC

  	
   

  	
  Heller Financial

  
	
   

  	
   

  	
   

  	
   

  	
  04/20/01

  	
   

  	
  60-01-7408

  	
   

  	
  UCC

  	
   

  	
  Heller Financial

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Gwinnett, GA

  	
   

  	
  05/11/00

  	
   

  	
  67-00-5203

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Mississippi SOS

  	
   

  	
  11/01/99

  	
   

  	
  1376581

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Forrest, MS

  	
   

  	
  05/17/01

  	
   

  	
  94940

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Lee, MS

  	
   

  	
  11/01/99

  	
   

  	
  99-5347

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Leflore, MS

  	
   

  	
  05/17/01

  	
   

  	
  01-0783

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Lowndes, MS

  	
   

  	
  05/17/01

  	
   

  	
  130322

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Rankin, MS

  	
   

  	
  05/17/01

  	
   

  	
  01-000-1620

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  



 


278





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Harrison, MS 1st District

  	
   

  	
  05/17/01

  	
   

  	
  002918

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Jones, MS 2nd District

  	
   

  	
  05/17/01

  	
   

  	
  112,145

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Boone, MO

  	
   

  	
  05/11/00

  	
   

  	
  163645

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Clay, MO

  	
   

  	
  11/01/99

  	
   

  	
  H170772

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Cape Girardeau, MO

  	
   

  	
  05/17/01

  	
   

  	
  95192

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Cole, MO

  	
   

  	
  11/03/99

  	
   

  	
  19990956

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Greene, MO

  	
   

  	
  05/11/00

  	
   

  	
  002389

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Jackson, MO

  	
   

  	
  11/03/99

  	
   

  	
  1999J0416538

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  04/16/01

  	
   

  	
  2001J0433598

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Marion, MO

  	
   

  	
  05/17/01

  	
   

  	
  047689

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  St. Louis City, MO

  	
   

  	
  11/01/99

  	
   

  	
  06997

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  St. Louis, MO

  	
   

  	
  05/11/00

  	
   

  	
  6137

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  



 


279





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Arizona SOS

  	
   

  	
  11/01/99

  	
   

  	
  1090975

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Connecticut SOS

  	
   

  	
  11/01/99

  	
   

  	
  0001958988

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Florida SOS

  	
   

  	
  11/01/99

  	
   

  	
  990000248429

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  03/02/01

  	
   

  	
  200100046882

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Iowa SOS

  	
   

  	
  05/11/00

  	
   

  	
  P103992

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Maine SOS

  	
   

  	
  11/01/99

  	
   

  	
  1990001339698

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Minnesota SOS

  	
   

  	
  11/01/99

  	
   

  	
  2174457

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  11/02/99

  	
   

  	
  2174741

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  11/05/99

  	
   

  	
  2175802

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  01/02/01

  	
   

  	
  2286477

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
   

  	
   

  	
   

  	
   

  	
  04/13/01

  	
   

  	
  2315581

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Missouri SOS

  	
   

  	
  11/02/99

  	
   

  	
  3089544

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4047897

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
  05/19/00

  	
   

  	
  4047899

  	
   

  	
  UCC

  	
   

  	
  Fleet Capital Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  06/27/03

  	
   

  	
  ”

  	
   

  	
  Amend

  	
   

  	
  ”

  



 


280





















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File Number

  	
   

  	
  Type

  	
   

  	
  Secured Party

  
	
   

  	
   

  	
   

  	
   

  	
  04/13/01

  	
   

  	
  4153955

  	
   

  	
  UCC

  	
   

  	
  Heller Financial Leasing

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Montana SOS

  	
   

  	
  11/01/99

  	
   

  	
  572981-00

  	
   

  	
  UCC

  	
   

  	
  Bankers Trust Company

  



 


PART II - EXISTING INDEBTEDNESS


 


SECTION A


 


Third Party Existing Indebtedness


 


Existing
Indebtedness Buhrmann


 


	
  Borrower

  	
   

  	
  Lender

  	
   

  	
  Description

  	
   

  	
  Cur

  	
   

  	
  Balance*

  30-Nov-03

  
	
  Buhrmann Europcenter N.V.

  	
   

  	
  Wellenfoam

  	
   

  	
  Lease Office

  	
   

  	
  EUR

  	
   

  	
  243,101

  
	
  Buhrmann UK Ltd

  	
   

  	
  M6 Loan Stock Holders

  	
   

  	
  Loan Stock Deed

  	
   

  	
  GBP

  	
   

  	
  1,843,000

  
	
  Buhrmann US Inc.

  	
   

  	
  Deutsche Bank NY

  	
   

  	
  Senior Subordinated Note

  	
   

  	
  USD

  	
   

  	
  350,000,000

  
	
  Buhrmann US Inc.

  	
   

  	
  Deutsche Bank NY

  	
   

  	
  Term Loan A

  	
   

  	
  USD

  	
   

  	
  102,362,206

  
	
  Buhrmann US Inc.

  	
   

  	
  Deutsche Bank NY

  	
   

  	
  Term Loan A Eur

  	
   

  	
  EUR

  	
   

  	
  207,614,505

  
	
  Buhrmann US Inc.

  	
   

  	
  Deutsche Bank NY

  	
   

  	
  Term Loan B

  	
   

  	
  USD

  	
   

  	
  262,168,796

  
	
  Buhrmann US Inc.

  	
   

  	
  Deutsche Bank NY

  	
   

  	
  Term Loan B Eur

  	
   

  	
  EUR

  	
   

  	
  43,912,877

  
	
  Buhrmann Silver US LLC

  	
   

  	
  Silver Funding

  	
   

  	
  MTN Note

  	
   

  	
  USD

  	
   

  	
  85,000,000

  
	
  Burhmann Silver US LLC

  	
   

  	
  Silver Funding

  	
   

  	
  MTN Note

  	
   

  	
  USD

  	
   

  	
  15,337,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CORPORATE EXPRESS

  	
   

  	
  Anne Arundel Developm. Corporation

  	
   

  	
  Promissory note

  	
   

  	
  USD

  	
   

  	
  86,467

  



 


SECTION B


 


Intercompany Existing Indebtedness


 


InHouseBank
Loans Buhrmann Group


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Balance*

  
	
  Borrower

  	
   

  	
  Lender

  	
   

  	
  Currency

  	
   

  	
  30-Nov-03

  
	
  Buhrmann Office Products Nederland B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  1,548,021

  
	
  Buhrmann Office Products Nederland B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  -11,418,494

  
	
  Buhrmann Financiëringen BV

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  285,764,471

  
	
  Buhrmann Financieringen Capital - account

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  -340,732,143

  
	
  Buhrmann Fined BV

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  6,918,050

  
	
  Buhrmann II BV

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  -494,429

  
	
  Buhrmann Nederland BV

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  2,363,929

  



 


281





















 


	
  Buhrmann Nederland Holding BV

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  -121,597,612

  
	
  Burhmann US inc.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  -81,080,627

  
	
  Buhrmann Office Products Nederland B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  3,439,665

  
	
  Corporate Express Doc. Automatisering BV

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  -3,586,166

  
	
  Buhrmann Office Products Nederland B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  2,775,683

  
	
  Buhrmann Office Products Nederland B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  -5,088,674

  
	
  Buhrmann Office Products Nederland B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  9,001,061

  
	
  Tetterode Nederland

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  19,689,355

  
	
  Buhrmann US Inc.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  USD

  	
   

  	
  -13,437,799

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  
	
  Buhrmann International BV

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  457,150,046

  
	
  Buhrmann NV

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  -1,243,483,099

  
	
  Buhrmann NV

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  487,870,094

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  
	
  BT OP USA Corp.

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  0

  
	
  BT OPI Holding US

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  34,854,124

  
	
  Buhrmann Swaps Inc.

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  91,092,465

  
	
  Buhrmann US Holdings Inc.

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  0

  
	
  Buhrmann Silver US LLC

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  -99,185,551

  
	
  Corporate Express Inc.

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  -20,599,820

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  
	
  Corporate Express Inc.

  	
   

  	
  Buhrmann Silver US LLC

  	
   

  	
  USD

  	
   

  	
  5,868,878

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  * (    ) reflects
  amounts lended by borrower

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Intercompany
Loans Buhrmann Group


 


	
  Borrower

  	
   

  	
  Lender

  	
   

  	
  Currency

  	
   

  	
  30-Nov-03

  
	
  BT OPI Holding

  	
   

  	
  Buhrmann International B.V

  	
   

  	
  USD

  	
   

  	
  15,000,000

  
	
  BT OPI Holding

  	
   

  	
  Buhrmann International B.V

  	
   

  	
  USD

  	
   

  	
  1,562,686,525

  
	
  Buhrmann Europcenter N.V.

  	
   

  	
  BTOPI Holding (US)

  	
   

  	
  USD

  	
   

  	
  243,788,881

  
	
  Buhrmann Europcenter N.V.

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  36,547,886

  
	
  Buhrmann Europcenter N.V.

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  225,168,595

  
	
  Buhrmann Financieringen B.V.

  	
   

  	
  Buhrmann N.V.

  	
   

  	
  EUR

  	
   

  	
  326,721,756

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  173,000,000

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  202,000,000

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  18,000,000

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  70,740,000

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  225,168,595

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  7,700,000

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  35,000,000

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann Nederland Holding B.V.

  	
   

  	
  EUR

  	
   

  	
  158,823,076

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann II B.V.

  	
   

  	
  EUR

  	
   

  	
  288,078,222

  
	
  Buhrmann Fined B.V.

  	
   

  	
  Buhrmann II B.V.

  	
   

  	
  EUR

  	
   

  	
  460,000,000

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  499,158,238

  



 


282





















 


	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  18,151,209

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  14,865,840

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  5,847,364

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  27,226,813

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  2,521,073

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  257,579

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  800,667

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  7,047,266

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  32,265,956

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  4,199,886

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  257,579

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  800,667

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  EUR

  	
   

  	
  48,710,087

  
	
  Buhrmann International B.V

  	
   

  	
  Buhrmann Financieringen B.V.

  	
   

  	
  GBP

  	
   

  	
  150,000,000

  
	
  Buhrmann International B.V.

  	
   

  	
  Buhrmann N.V.

  	
   

  	
  USD

  	
   

  	
  128,000,000

  
	
  Buhrmann Nederland Holding B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  16,000,000

  
	
  Buhrmann Nederland Holding B.V.

  	
   

  	
  Buhrmann Europcenter N.V.

  	
   

  	
  EUR

  	
   

  	
  19,860,000

  
	
  Buhrmann Nederland Holding B.V.

  	
   

  	
  Buhrmann Fined B.V.

  	
   

  	
  EUR

  	
   

  	
  45,378,022

  
	
  Buhrmann Nederland Holding B.V.

  	
   

  	
  Buhrmann Fined B.V.

  	
   

  	
  EUR

  	
   

  	
  6,176,856

  
	
  Corporate Express Inc

  	
   

  	
  Buhrmann US Inc

  	
   

  	
  USD

  	
   

  	
  3,008,811,591

  
	
  Buhrmann International B.V.

  	
   

  	
  Buhrmann N.V.

  	
   

  	
  EUR

  	
   

  	
  117,649,684

  



 


SECTION C


 


Existing Documentary Credits


 


as of November 30,
2003


 


 


	
  L/C No.

  	
   

  	
  Current

  US$ Total

  	
   

  	
  Effective

  Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Beneficiary Name & Address

  	
   

  	
  Phone

  	
   

  	
  Business Unit

  
	
  S12650

  	
   

  	
  107,259.00

  	
   

  	
  8/6/98

  	
   

  	
  2/28/04

  	
   

  	
  City of Broomfield

  ATTN: City Attorney

  One Descombes Place

  Broomfield, CO 80038

  	
   

  	
  303-438-6300

  	
   

  	
  Corporate Express, Inc.

  
	
  S12656

  	
   

  	
  1,950,167.00

  	
   

  	
  8/11/98

  	
   

  	
  2/28/04

  	
   

  	
  Lumbermens Mutual
  Casualty et al Kemper Risk Management Services

  ATTN: Dick Otto

  One Kemper Drive

  Long Grove, IL 60049-0001

  	
   

  	
  626-369-7762

  	
   

  	
  CEX Holdings, Inc.

  
	
  S12657

  	
   

  	
  3,950,000.00

  	
   

  	
  8/11/98

  	
   

  	
  2/28/04

  	
   

  	
  Lumbermens Mutual
  Casualty et al Kemper Risk Management Services

  ATTN: Dick Otto

  One Kemper Drive

  Long Grove, IL 60049-0001

  	
   

  	
  626-369-7762

  	
   

  	
  CEX Holdings, Inc.

  
	
  S12700

  	
   

  	
  5,375,000.00

  	
   

  	
  9/10/98

  	
   

  	
  12/15/04

  	
   

  	
  U.S. Bank N.A., Trustee

  ATTN: William McMillan

  P.O. Box 5168

  Denver, CO 80217

  	
   

  	
  303-585-4595

  	
   

  	
  Corporate Express
  Office Products

  



 


283





















 


	
  L/C No.

  	
   

  	
  Current

  US$ Total

  	
   

  	
  Effective

  Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Beneficiary Name & Address

  	
   

  	
  Phone

  	
   

  	
  Business Unit

  
	
  S13187

  	
   

  	
  2,660,000.00

  	
   

  	
  12/1/99

  	
   

  	
  12/31/04

  	
   

  	
  Catellus Development
  Corporation

  ATTN: Asset Management

  201 Mission Street

  San Francisco, CA 94105

  	
   

  	
  630-872-5584

  	
   

  	
  BT Office Products
  International

  
	
  S13315

  	
   

  	
  1,265,813.00

  	
   

  	
  3/8/00

  	
   

  	
  3/22/04

  	
   

  	
  Travelers Indemnity
  Company

  One Tower Square — 10CR

  Hartford, CT 06183

  	
   

  	
  860-277-8112

  	
   

  	
  BT Office Products
  International

  
	
  S13360

  	
   

  	
  13,200,000.00

  	
   

  	
  4/13/00

  	
   

  	
  1/1/05

  	
   

  	
  Zurich American
  Insurance Co.

  ATTN: E. Hooks

  Tower 2 – 9th Floor

  1400 American Lane

  Schaumburg, IL 60196-1056

  	
   

  	
  847-605-6882

  	
   

  	
  Corporate Express
  Office Products

  
	
  S13363

  	
   

  	
  52,000.00

  	
   

  	
  4/14/00

  	
   

  	
  5/1/04

  	
   

  	
  Oire Ltd. Partnership

  ATTN: Asset Management Dept.

  10350 Bren Road East

  Minnetonka, MN 55343

  	
   

  	
  952-656-4549

  	
   

  	
  Corporate Express
  Office Products

  
	
  S13640

  	
   

  	
  395,104.50

  	
   

  	
  9/20/00

  	
   

  	
  12/31/04

  	
   

  	
  777 Sinatra Drive Corp.

  C/o Hartz Mountain Industries

  400 Plaza Drive

  Secaucus, NJ 07094

  	
   

  	
  201-348-1200

  	
   

  	
  Corporate Express
  Office Products

  
	
  S13929

  	
   

  	
  387,240.00

  	
   

  	
  3/23/01

  	
   

  	
  12/31/04

  	
   

  	
  Windemere 287
  Associates

  Helane A. Kipness, Esq.

  Lasser, Hochman, LLC

  75 Eisenhower Parkway

  Roseland, NJ 07068

  	
   

  	
  973-226-2700

  	
   

  	
  Corporate Express
  Office Products

  
	
  S14003

  	
   

  	
  202,800.00

  	
   

  	
  5/22/01

  	
   

  	
  5/22/04

  	
   

  	
  Genesco, Inc.

  ATTN: Roger Sisson, Esq.

  Suite 400

  1415 Murfreesboro Road

  Nashville, TN 37217

  	
   

  	
  615-367-7000

  	
   

  	
  Corporate Express
  Office Products

  
	
  S14328

  	
   

  	
  30,000,000.00

  	
   

  	
  10/8/01

  	
   

  	
  10/8/04

  	
   

  	
  Deutsche Bank Trust
  Company Americas

  ATTN: Charles Ferris

  60 Wall Street

  New York, NY 10005

  	
   

  	
  212-250-1214

  	
   

  	
  Corporate Express, Inc.

  
	
  S14448

  	
   

  	
  5,500,000.00

  	
   

  	
  1/22/02

  	
   

  	
  12/31/04

  	
   

  	
  St. Paul Fire &
  Marine Insurance

  ATTN: Collateral Management

  Mail Code 104J

  384 Washington Street

  St. Paul MN, 55102

  	
   

  	
  201-348-5302

  	
   

  	
  Corporate Express
  Office Products

  



 


284





















 


	
  L/C No.

  	
   

  	
  Current

  US$ Total

  	
   

  	
  Effective

  Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Beneficiary Name & Address

  	
   

  	
  Phone

  	
   

  	
  Business Unit

  
	
  S14642

  	
   

  	
  400,000.00

  	
   

  	
  5/7/02

  	
   

  	
  5/7/04

  	
   

  	
  777 Sinatra Drive Corp.

  c/o Hartz Mountain Industries, Inc.

  400 Plaza Drive

  Secaucus, NJ 07094

  	
   

  	
  201-348-5302

  	
   

  	
  Corporate Express
  Office Products

  
	
  S15152

  	
   

  	
  1,000,000.00

  	
   

  	
  4/3/03

  	
   

  	
  4/3/04

  	
   

  	
  Bank One, Wheaton, IL

  Suite 2048

  218 E. Wesley Avenue

  Wheaton, IL 60187

  	
   

  	
  630-221-4407

  	
   

  	
  Corporate Express
  Office Products

  
	
  s15513

  	
   

  	
  30,000,000.00

  	
   

  	
  10/31/03

  	
   

  	
  10/31/04

  	
   

  	
  Deutsche Bank AG

  Amsterdam Branch

  Herengracht 450-454

  1017 CA Amsterdam

  The Netherlands

  	
   

  	
  31-20-555-4821

  	
   

  	
  Buhrmann NV

  



 


	
  L/C No.

  	
   

  	
  Current

  EUR Total

  	
   

  	
  Effective

  Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Beneficiary Name & Address

  	
   

  	
  Phone

  	
   

  	
  Business Unit

  
	
  DBS

  15150

  	
   

  	
  10,000,000.00

  	
   

  	
  10/31/03

  	
   

  	
  12/31/04

  	
   

  	
  Deutsche Bank AG

  Amsterdam Branch

  Herengracht 450-454

  1017 CA Amsterdam

  The Netherlands

  	
   

  	
  31-20-555-4821

  	
   

  	
  Buhrmann NV

  
	
  DBS

  15096

  	
   

  	
  2,500,000.00

  	
   

  	
  10/31/03

  	
   

  	
  02/27/03

  	
   

  	
  Deutsche Bank AG

  Amsterdam Branch

  Herengracht 450-454

  1017 CA Amsterdam

  The Netherlands

  	
   

  	
  31-20-555-4821

  	
   

  	
  Buhrmann NV

  
	
  DBS

  14970

  	
   

  	
  663,520.00

  	
   

  	
  10/31/03

  	
   

  	
  08/31/04

  	
   

  	
  Deutsche Bank AG

  Amsterdam Branch

  Herengracht 450-454

  1017 CA Amsterdam

  The Netherlands

  	
   

  	
  31-20-555-4821

  	
   

  	
  Buhrmann NV

  
	
  DBS

  15173

  	
   

  	
  8,250,000

  	
   

  	
  10/31/03

  	
   

  	
  11/30/04

  	
   

  	
  Rabobank

  Croeselaan 18

  3521 CB Utrecht

  The Netherlands

  	
   

  	
  31-20-2162994

  	
   

  	
  Buhrmann NV

  
	
  DBS

  15172

  	
   

  	
  22,000,000.00

  	
   

  	
  10/31/03

  	
   

  	
  03/31/04

  	
   

  	
  ABN AMRO Bank

  Gustav Mahlerlaan 10

  P.O. Box 283

  1000 EA Amsterdam

  The Netherlands

  	
   

  	
  31-20-6294075

  	
   

  	
  Buhrmann NV

  



 


PART III - NON-GUARANTOR SUBSIDIARIES


 


The Netherlands


 


	
  Bitupa B.V.

  
	
   

  
	
  Gelria
  Kartonnagefabriek B.V.

  



 


285





















 


	
  Gerhard Loeber B.V.

  
	
   

  
	
  RCN Holding B.V.

  
	
   

  
	
  VRG Papier B.V.

  
	
   

  
	
  Corporate Express Holding B.V.

  
	
   

  
	
  Distribel B.V.

  
	
   

  
	
  Distriho B.V.

  
	
   

  
	
  Buhrmann-Tetterode
  Nederland B.V.

  
	
   

  
	
  OBA-Almelo BV

  
	
   

  
	
  KNP Nederland
  (Holding) B.V.

  
	
   

  
	
  Ansic Nederland
  B.V.

  
	
   

  
	
  Papiermaatschappij
  Amsterdam-West B.V.

  
	
   

  
	
  Buhrmann
  Onroerend Goed B.V.

  
	
   

  
	
  Case Consultancy B.V.

  
	
   

  
	
  Verenigde
  Bedrijven Rijam B.V.

  
	
   

  
	
  KNP Nederland
  B.V.

  
	
   

  
	
  Holbel B.V.

  
	
   

  
	
  KNP Verboom
  B.V.

  
	
   

  
	
  Buhrmann ISD
  B.V.

  
	
   

  
	
  Buhrmann
  Insurances B.V.

  
	
   

  
	
  Buhrmann
  Stafdiensten B.V.

  
	
   

  
	
  Desk B.V.

  
	
   

  
	
  KNP Bel 9 B.V.

  
	
   

  
	
  KNP Bel 10 B.V.

  
	
   

  
	
  KNP  Bel 12 B.V.

  
	
   

  
	
  KNP Bel 13 B.V.

  
	
   

  
	
  KNP  Bel 14 B.V.

  
	
   

  
	
  Groothandel en
  Distr. Centrum Van Lente B.V.

  



 


286





















 


	
  Buhrmann Finco
  B.V.

  
	
   

  
	
  Fianol 3 B.V.

  
	
   

  
	
  Fianol 5 B.V.

  
	
   

  
	
  Fianol 6 B.V.

  
	
   

  
	
  KNP Leykam N.V.

  
	
   

  
	
  KNP Leykam
  International N.V.

  
	
   

  
	
  KNP BT Bel 5
  B.V.

  
	
   

  
	
  KNP BT Bel 7
  B.V.

  
	
   

  
	
  Exploitatiemaatschappij
  BHK B.V.

  
	
   

  
	
  Exploitatiemaatschappij
  Union B.V.

  
	
   

  
	
  BTI Hellas B.V.

  
	
   

  
	
  Buhrmann Spain
  Holding B.V.

  
	
   

  
	
  UKbel BV

  
	
   

  
	
  Corporate
  Express Europe Import B.V.

  
	
   

  
	
  Corporate
  Express Europe B.V.

  
	
   

  
	
  Buhrmann Office
  Products Austria B.V.

  



 


 


	
  Belgium,
  France, Luxembourg

  
	
   

  
	
  Buhrmann Silver
  S.A.

  
	
   

  
	
  Rent-a-PC
  S.P.R.L.

  
	
   

  
	
  Corporate Express Belgium N.V.

  
	
   

  
	
  Plantin S.A.

  
	
   

  
	
  Fingraf N.V.

  
	
   

  
	
  26eme Avenue SAS

  
	
   

  
	
  SCI Siman

  
	
   

  
	
  SCI Newtech

  
	
   

  
	
  Buhrmann Luxembourg Finance S.A.R.L.

  



 


287





















 


	
  Buhrmann France S.A.

  
	
   

  
	
  FIMAF S.A.S.

  
	
   

  
	
  Buhrmann ISD Groupe S.A.

  
	
   

  
	
  Buhrmann ISD Services S.A.

  
	
   

  
	
  Buhrmann ISD
  S.A.

  
	
   

  
	
  Buhrmann ISD
  Star S.A.

  
	
   

  
	
  ANFA SAS

  
	
   

  
	
  Loca Genas SCI

  
	
   

  
	
  Eugene Hoffman
  S.A.R.L.

  
	
   

  
	
  Carpa Holding France S.N.C.

  
	
   

  
	
  ASAP Software
  SAS

  



 


 


	
  Germany

  
	
   

  
	
  Corporate Express GmbH & Co.

  
	
   

  
	
  PSM Deutschland
  GmbH

  
	
   

  
	
  Buhrmann
  Holding Verwaltungs GmbH

  
	
   

  
	
  Grundbesitzgesellschaft
  burgerlichen Rechts Bobfingen

  
	
   

  
	
  ECS Computer
  Vertrieb GmbH

  
	
   

  
	
  Buhrmann Holding GmbH & Co. KG

  
	
   

  
	
  Buhrmann
  Beteilgungen Deutschland GmbH

  
	
   

  
	
  BVZ
  Buroversorgungszentrum GmbH

  
	
   

  
	
  FSMA
  Verwaltungs und Beteiligungs GmbH

  
	
   

  
	
  Corporate
  Express Verwaltungs GmbH

  
	
   

  
	
  Corporate Express Deutschland GmbH &
  Co. Vertriebs KG

  
	
   

  
	
  Corporate Express Deutschland GmbH
  (Stuttgart)

  
	
   

  
	
  BVZ
  Buroversorgungszentrum GmbH & Co. Handels und Dienstleistungs

  



 


288





















 


	
  Austria and
  Switzerland

  
	
   

  
	
  Buhrmann Buro Beteiligungs GmbH

  
	
   

  
	
  Corporate Express GmbH & Co.

  
	
   

  
	
  PSM
  Internationale Handels GmbH & Co. KG

  
	
   

  
	
  PSM
  Internationale Handels GmbH

  
	
   

  
	
  Corporate Express
  Buroartikelhandel GmbH

  
	
   

  
	
  Corporate Express GmbH

  
	
   

  
	
  AT2
  Vermogensverwaltungs GmbH

  
	
   

  
	
  Oranda A.G.

  



 


 


	
  UK & Ireland
  (excluding dormant Corporate Express companies)

  
	
   

  
	
  Buhrmann UK
  Ltd.

  
	
   

  
	
  Copygraphic Ltd

  
	
   

  
	
  Corporate Express Holdings Ltd

  
	
   

  
	
  Corporate Express (UK)

  
	
   

  
	
  UOS Holding

  
	
   

  
	
  Universal Office Supplies

  
	
   

  
	
  Corporate Express LTd.

  
	
   

  
	
  Corporate Express (N.I.) Ltd

  
	
   

  
	
  Buhrmann UK Leasing Ltd.

  
	
   

  
	
  Buhrmann Financial Services Ltd.

  
	
   

  
	
  KNP BT 1989
  Ltd.

  
	
   

  
	
  Corporate Express Holding (Ireland) Ltd.

  
	
   

  
	
  Glen C Office Supplies Ltd.

  
	
   

  
	
  T&D Norton (Office Equipment) Ltd

  
	
   

  
	
  Glenvara Design
  Print Ltd.

  
	
   

  
	
  Polar Print
  Ltd.

  



 


289





















 


	
  Buhrmann Ireland Ltd.

  
	
   

  
	
  Corporate Express (Irl.) Ltd.

  
	
   

  
	
  Universal Wave Office Supplies Ltd.

  



 


 


	
  Southern Europe

  
	
   

  
	
  Buhrmann Spain Holding S.L.

  
	
   

  
	
  Buhrmann Spain Holding S.L. y Compania,
  S.C.

  
	
   

  
	
  Hartmann S.A.,
  Macquinaria Artes Graficas

  
	
   

  
	
  Deltagraf S.A.

  
	
   

  
	
  Buhrmann -Tetterode International Hellas
  A.E.E.

  
	
   

  
	
  Buhrmann Italia
  S.p.A.

  
	
   

  
	
  Auxilia
  Graphica S.r.L.

  
	
   

  
	
  Macchingraf
  S.p.A.

  
	
   

  
	
  La Commerciale
  Grafice SrL

  
	
   

  
	
  Corporate Express S.p.A.

  
	
   

  
	
  NPO S.p.A.

  
	
   

  
	
  NPO Consummabill S.p.A.

  
	
   

  
	
  Agena Inforgal
  S.A.

  
	
   

  
	
  Inforgal Agena
  SGPS.

  
	
   

  
	
  Inforgal
  Informatique e Gestao S.A.

  



 


 


	
  Sweden,
  Finland and Poland

  
	
   

  
	
  BK PAP A.B.

  
	
   

  
	
  Nya Grafiska
  Huset I Malmo AB

  
	
   

  
	
  Finpapperspecialisten
  AB-KH

  
	
   

  
	
  Buhrmann Sweden
  AB

  
	
   

  
	
  Bjorsells
  Syntranet AB

  



 


290





















 


	
  Corporate Express Svenska A.B.

  
	
   

  
	
  Bjorsells Cexp AB

  
	
   

  
	
  Bjorsells Corporate Express AB

  
	
   

  
	
  Corporate Express Polska Ltd. Polen

  
	
   

  
	
  Corporate Express Oy AB (Finland)

  



 


 


	
  Rest of the World

  
	
   

  
	
  Corporate Express Hungary Kereshedelmi Kft

  
	
   

  
	
  Buhrmann Sweden
  AB

  
	
   

  
	
  Bjorsells
  Syntranet AB

  
	
   

  
	
  Corporate
  Express Svenska AB

  
	
   

  
	
  Buhrmann
  Antilliana N.V.

  



 


 


	
  USA,
  Canada and Mexico

  
	
   

  
	
  Buhrmann Silver US LLC

  
	
   

  
	
  Corporate Express Canada, Inc.

  
	
   

  
	
  Corporate Express Produits de Bureau,
  Inc./Corporate Express Office Products, Inc.

  
	
   

  
	
  Ida-Ben Ltd.

  



 


 


	
  Australia/New
  Zealand

  
	
   

  
	
  Corporate Express South Pacific Pty Ltd.

  
	
   

  
	
  Corporate Express Holdings Australia Pty
  Ltd.

  
	
   

  
	
  Corporate Express Finance Australia Pty
  Ltd.

  
	
   

  
	
  Corporate Express Australia Ltd.

  
	
   

  
	
  CEI Pty Ltd.

  
	
   

  
	
  Corporate Express Employee Share Plan
  Company Pty Ltd.

  
	
   

  
	
  Corporate Express New Zealand Ltd

  



 


291





















 


	
  MacOffice Ltd

  
	
   

  
	
  Restructure (Vic) Pty Ltd

  
	
   

  
	
  Paperco Trading Pty Ltd

  



 


 


PART IV - EXISTING PROCEEDINGS


 


Various members of the Group are involved in various routine legal
proceedings incidental to the conduct of its business.  Such members of the Group do not expect these
legal proceedings to have a Material Adverse Effect on its financial condition
or results of operations.


 


In June 2002, the German competition authorities (the Bundeskartellamt or “BKA”) launched an investigation against a
number of German paper merchants, among which was Deutsche Papier Vertriebs
GmbH, alleging a violation of anti-trust rules in Germany.  The potential maximum fine for the alleged
violation is EUR500,000 plus three times the surplus
profit resulting from the violation of the anti-trust rules.  The fine has not yet been imposed by the BKA
and the investigation of the BKA is still ongoing.  A third party investigation into the alleged
surplus profit in a number of regions substantiated the position taken by the
Buhrmann Group that there has been no or at the most a minor surplus profit in
the challenged period.  As the BKA has
recently extended its investigation to more regions in Germany, it is at this
stage not possible to give an estimate of the potential exposure.  The Parent has given an indemnity to
PaperlinX Ltd, the buyer of Paper Merchant Division, with respect to this case.


 


292





















 


PART
V - PLANS


 


	
  1.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Short-Term Disability (New York Employees)

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Short-Term Disability (New Jersey Employees)

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Short-Term Disability (Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Business Travel Accident Insurance (Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Flexible Benefits Plan (Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Corporate Express, Inc. Union 401(k)
  Retirement Plan (Revised June 1, 2003)

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Corporate Express, Inc. 401(k) Retirement
  Plan (Revised June 1, 2003)

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Corporate Express, a Buhrmann Company Cigna
  Dental Health (CDH) (Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Corporate Express, a Buhrmann Company Group
  Dental Indemnity Plan (Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Corporate Express, a Buhrmann Company Group
  Dental PPO Plan (Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Medical and Vision Care Plan Comprehensive Plan (Out-of-Area) (Effective, January 1,
  1995, Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Medical and Vision Care Plan Preferred Provider Organisation (PPO) PPO
  Standard and PPO High Plans (PPO Standard Plan Effective January 1, 1995
  PPO High Plan Effective January 1, 2000) (Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Corporate Express, a Buhrmann Company
  Medical and Vision Care Plan Exclusion Provider Plan (EPP) (Effective January 1,
  1995 Restated January 1, 2003)

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Corporate Express, a Buhrmann Company Group
  Benefit Plan

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Data Documents
  Inc. Pension
  Plan

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Data Documents
  Inc. Pension Plan, Los Angeles, Bargaining
  Unit

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Data Documents
  Inc. Pension Plan, Denver Bargaining Unit

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Data Documents
  Inc. Denver Bargaining Unit 401(k) Salary
  Deferral Savings 

  



 


293





















 


	
   

  	
   

  	
  Plan.

  
	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Corporate Express Inc., Deferred
  Compensation Plan

  



 


PART VI - MATERIAL SUBSIDIARIES


 


	
  The Netherlands

  
	
   

  
	
  Buhrmann II
  B.V.

  
	
   

  
	
  Buhrmann
  Nederland B.V.

  
	
   

  
	
  Buhrmann
  Nederland Holding B.V.

  
	
   

  
	
  Buhrmann
  International B.V.

  
	
   

  
	
   

  
	
  USA

  
	
   

  
	
  BT OP USA Corp.

  
	
   

  
	
  BTOPI Holding (US)

  
	
   

  
	
  Buhrmann US Inc.

  
	
   

  
	
  Corporate Express, Inc.

  
	
   

  
	
  ASAP Software Express, Inc.

  
	
   

  
	
  Corporate Express Document & Print
  Management, Inc.

  
	
   

  
	
  Corporate Express Office Products, Inc.

  
	
   

  
	
  Buhrmann Silver US LLC

  



 


 


PART VII - EXISTING INVESTMENTS


 




	
  Investor

  	
   

  	
  Invested in

  	
   

  	
  Description

  
	
  Buhrmann International
  B.V.

  	
   

  	
  Papeleria el Guerrero de Nuevo Leon, 

  SA de CV (Mexico)

  	
   

  	
  Investment in 15% of
  shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buhrmann International
  B.V.

  	
   

  	
  Oranda A.G.(Switzerland)

  	
   

  	
  Receivable on
  non-consolidated entity

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buhrmann International
  B.V.

  	
   

  	
  Nigeria Notes(Nigeria)

  	
   

  	
  Notes issued by
  Government of Nigeria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express, Inc

  	
   

  	
  Faison Office Products
  Company (United States)

  	
   

  	
  Investment in 45% of
  shares

  






 


294





















 










* None of these
investments represents a value of more than EUR 2,000,000.


 


295





















 


SCHEDULE 11

FORM OF L/C BANK ACCESSION CERTIFICATE


 


To:                              Deutsche
Bank AG London


 


cc:                                 Buhrmann N.V. and Buhrmann US Inc.


 


From:                  [L/C Bank]


 


Date:


 


Dear Sirs


 


1.                                      We
refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23 December 2003
and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the
parties named therein as Original Guarantors, Deutsche Bank AG London and ABN
AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG
London as Security Trustee and the financial and other institutions named in it
as Lenders. Terms defined in the Facilities Agreement shall have the same
meaning in this notice.


 


2.                                      This
L/C Bank Accession Certificate is delivered pursuant to Clause 5.11 (Appointment and Change of L/C Bank) of the Facilities
Agreement.


 


3.                                      [Name of L/C Bank] undertakes, upon its becoming an L/C Bank, to perform
all the obligations expressed to be undertaken under the Facilities Agreement
and the Finance Documents by an L/C Bank and agrees that it shall be bound by
the Facilities Agreement and the other Finance Documents in all respects as if
it had been an original party to it as an L/C Bank.


 


4.                                      [Name of L/C Bank]’s administrative details are as follows:


 


Address:


 


Fax No:


 


Contact:


 


5.                                      This
L/C Bank Accession Certificate shall be governed by English law.


 


For and on behalf of


 


[Name of L/C Bank]


 


296





















 


SIGNATORIES


 


THE PARENT

as Parent and as Original Guarantor


 




	
  EXECUTED
  as a DEED

  	
  )

  
	
  by  
  C. BANGMA

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  BUHRMANN N.V.

  	
  )

  
	
  Address:

  	
  Hoogoorddreef 62

  
	
   

  	
  1101 BE Amsterdam

  
	
   

  	
  P.O. Box 23456

  
	
   

  	
  1100 DZ Amsterdam

  
	
   

  	
  The Netherlands

  
	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  
	
  Attention:

  	
  Mr K. Bangma

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE BORROWER

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  by  
  C. BANGMA

  	
  )

  
	
   (ATTORNEY IN FACT)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  BUHRMANN US INC.

  	
  )

  
	
   

  	
   

  
	
  Address:

  	
  1 Environmental Way

  
	
   

  	
  Broomfield, Colorado

  
	
   

  	
  80021-3416

  
	
   

  	
  United States

  
	
   

  	
   

  
	
  Fax:

  	
  303 664 3604

  
	
  Attention:

  	
  Nan Wilson

  
			






 


297





















 




	
  THE ORIGINAL GUARANTORS

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  by   C. BANGMA

  	
  )

  
	
   (ATTORNEY IN FACT)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  ASAP SOFTWARE EXPRESS, INC.

  	
  )

  
	
   

  	
   

  
	
  Address:

  	
  850 Asbury Drive

  
	
   

  	
  Buffalo Grove

  
	
   

  	
  Illinois 60089

  
	
   

  	
  United States

  
	
   

  	
   

  
	
  Fax:

  	
  +1 847 465 3277

  
	
  Attention:

  	
  Kim Stuart

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  by  
  C. BANGMA

  	
  )

  
	
   (ATTORNEY IN FACT)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  BTOP USA CORP.

  	
  )

  
	
   

  	
   

  
	
  Address:

  	
  Corporate Trust Center

  
	
   

  	
  1209 Orange Street

  
	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  by  
  C. BANGMA

  	
  )

  
	
   (ATTORNEY IN FACT)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  BTOPI HOLDING (U.S)

  	
  )

  
	
   

  	
   

  
	
  Address:

  	
  Six Parkway North,
  Suite 400

  
	
   

  	
  Deerfield, IL
  60015-2544

  
			






 


298





















 


	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN SWAPS, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Environmental Way

  	
   

  
	
   

  	
  Broomfield, Colorado

  	
   

  
	
   

  	
  80021-3416

  	
   

  
	
   

  	
  United States

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  303 664 3604

  	
   

  
	
  Attention:

  	
  Nan Wilson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS DOCUMENT

  	
  )

  	
   

  
	
  & PRINT MANAGEMENT, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  4205 South 96th Street

  	
   

  
	
   

  	
  Omaha 

  	
   

  
	
   

  	
  NE 68127

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS OFFICE

  	
  )

  	
   

  
	
  PRODUCTS, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Environmental Way

  	
   

  
	
   

  	
  Broomfield, Colorado

  	
   

  
	
   

  	
  80021-3416

  	
   

  
	
   

  	
  United States

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  303 664 3604

  	
   

  
	
  Attention:

  	
  Nan Wilson

  	
   

  
				



 


299





















 


	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CE PHILADELPHIA REAL ESTATE,

  	
  )

  	
   

  
	
  INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Environmental Way

  	
   

  
	
   

  	
  Broomfield, Colorado

  	
   

  
	
   

  	
  80021-3416

  	
   

  
	
   

  	
  United States

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  303 664 3604

  	
   

  
	
  Attention:

  	
  Nan Wilson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS

  	
  )

  	
   

  
	
  PROMOTIONAL MARKETING, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1400 North Price Road

  	
   

  
	
   

  	
  St. Louis

  	
   

  
	
   

  	
  MO 63132

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS REAL

  	
  )

  	
   

  
	
  ESTATE, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Environmental Way

  	
   

  
	
   

  	
  Broomfield, Colorado

  	
   

  
	
   

  	
  80021-3416

  	
   

  
	
   

  	
  United States

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  303 664 3604

  	
   

  
	
  Attention:

  	
  Nan Wilson

  	
   

  
				



 


300





















 


	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS OF TEXAS,

  	
  )

  	
   

  
	
  INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  6400 Hollister Road

  	
   

  
	
   

  	
  Houston 

  	
   

  
	
   

  	
  TX 77040

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Environmental Way

  	
   

  
	
   

  	
  Broomfield, Colorado

  	
   

  
	
   

  	
  80021-3416

  	
   

  
	
   

  	
  United States

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  303 664 3604

  	
   

  
	
  Attention:

  	
  Nan Wilson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  LICENSE TECHNOLOGIES GROUP,

  	
  )

  	
   

  
	
  INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  850 Ashbury Street

  	
   

  
	
   

  	
  Buffalo Grove, IL 60099

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  MOORE LABELS, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  9909 West York St

  	
   

  
	
   

  	
  Wichita, KS 67277

  	
   

  
				



 


301





















 


	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN FINANCIERINGEN B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN FINED B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN II B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
				



 


302





















 


	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  by   C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN
  INTERNATIONAL B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN NEDERLAND B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN NEDERLAND HOLDING B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
				



 


303





















 


	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  TETTERODE-NEDERLAND B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  VEENMAN B.V.

  	
  )

  	
   

  
	
  (formerly known as Corporate Express

  	
  )

  	
   

  
	
  Document Automatisering B.V.)

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr K. Bangma

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (AUTHORISED INDIVIDUAL)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN OFFICE PRODUCTS

  	
  )

  	
   

  
	
  NEDERLAND B.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Rondebettweg 102

  	
   

  
	
   

  	
  1329 BH Almere

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  + 31 30 248 4104

  	
   

  
	
  Attention:

  	
  Mr J. van der Veer

  	
   

  
				



 


304





















 


	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN EUROPCENTER N.V.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Bodemstraat 11, bus 1

  	
   

  
	
   

  	
  3830 Wellen

  	
   

  
	
   

  	
  Belgium

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +32 11 37 6044

  	
   

  
	
  Attention:

  	
  Mr F. Maurissen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  by   C. BANGMA

  	
  )

  	
   

  
	
   (ATTORNEY IN FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN
  LUXEMBOURG S.A.R.L.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  c/o Buhrmann Europcenter N.V.

  	
   

  
	
   

  	
  Bodemstraat 11

  	
   

  
	
   

  	
  bus 1

  	
   

  
	
   

  	
  3830 Wellen

  	
   

  
	
   

  	
  Belgium

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +32 11 37 6044

  	
   

  
	
  Attention:

  	
  Mr. F Maurissen

  	
   

  
				



 


The provisions set out in
Clause 49 (Jurisdiction) are
hereby expressly agreed to by Buhrmann Luxembourg S.A.R.L. for the purposes,
inter alia, of Article 1 of the Protocol annexed to the Convention on
jurisdiction and enforcement of judgments in civil and commercial matters
signed in Brussels on 27 September 1968.


 


Date 23 December 2003


 


	
  For and on behalf of

  	
   

  	
   

  
	
  BUHRMANN
  LUXEMBOURG S.A.R.L.

  	
   

  	
   

  
	
  By C BANGA

  	
   

  	
   

  
	
   (ATTORNEY IN FACT)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  c/o Buhrmann Europcenter N.V.

  	
   

  
	
   

  	
  Bodemstraat 11

  	
   

  
	
   

  	
  bus 1

  	
   

  
	
   

  	
  3830 Wellen

  	
   

  
	
   

  	
  Belgium

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +32 11 37 6044

  	
   

  
	
  Attention:

  	
  Mr. F Maurissen

  	
   

  
				



 


305





















 


THE ARRANGERS


 


	
  DEUTSCHE BANK AG LONDON

  
	
   

  	
   

  
	
  By:

  	
  RICHARD MUNN

  
	
   

  	
   

  
	
  By:

  	
  JASON BRUHL

  
	
   

  	
   

  
	
  Address:

  	
  Winchester House

  
	
   

  	
  1 Great Winchester Street

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  
	
  Fax:

  	
  +44 20 7547 1306

  
	
  Attention:

  	
  David Ardron

  
	
   

  	
   

  
	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  
	
  By:

  	
  ERWIN DE JONG

  
	
   

  	
   

  
	
  By:

  	
  Frank L.D. NIVARD

  
	
   

  	
   

  
	
  Address:

  	
  PO Box 283

  
	
   

  	
  1000 EA Amsterdam (PAC: KQ 6044)

  
	
   

  	
   

  
	
  Fax:

  	
  31 20 383 1087

  
	
  Email:

  	
  LOAN.SERVICING.CS.DESK@NL.ABNAMRO.COM

  
	
  Attention:

  	
  Loan Servicing CS Desk

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE AGENT

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG LONDON

  
	
   

  	
   

  
	
  By:

  	
  RICHARD MUNN

  
	
   

  	
   

  
	
  By:

  	
  JASON BRUHL

  
	
   

  	
   

  
	
  Address:

  	
  Winchester House

  
	
   

  	
  1 Great Winchester Street

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  
	
  Fax:

  	
  +44 20 7547 1306

  
	
  Attention:

  	
  David Ardron

  



 


306





















 


THE SECURITY TRUSTEE


 


	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by  
  RICHARD MUNN and

  	
  )

  	
   

  
	
  by  
  JASON BRUHL

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  DEUTSCHE BANK AG LONDON

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Winchester House

  	
   

  
	
   

  	
  1 Great Winchester Street

  	
   

  
	
   

  	
  London EC2N 2DB

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +44 20 7547 1306

  	
   

  
	
  Attention:

  	
  David Ardron

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE LENDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK AG LONDON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  RICHARD MUNN

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JASON BRUHL

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Winchester House

  	
   

  
	
   

  	
  1 Great Winchester Street

  	
   

  
	
   

  	
  London EC2N 2DB

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +44 20 7547 1306

  	
   

  
	
  Attention:

  	
  David Ardron

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  ERWIN DE JONG

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Frank L.D. NIVARD

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  PO Box 283

  	
   

  
	
   

  	
  1000 EA Amsterdam (PAC: KQ 6044)

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  31 20 383 1087

  	
   

  
	
  Email:

  	
  LOAN.SERVICING.CS.DESK@NL.ABNAMRO.COM

  	
   

  
	
  Attention:

  	
  Loan Servicing CS Desk

  	
   

  
				



 


307





















 


ING BANK N.V.


 


	
  By:

  	
  F.J.J. BOUMANS

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  K.M. OVERWATER

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  ING Bank Corporate
  Clients

  	
   

  
	
   

  	
  Bijlmerplein 888

  	
   

  
	
   

  	
  1102 MG Amsterdam/The
  Netherlands

  	
   

  
	
   

  	
  PO Box 23496

  	
   

  
	
   

  	
  1100 D2 Amsterdam/The
  Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +31 20 652 3894

  	
   

  
	
  E-mail:

  	
  corporate.clients.amsterdam@ingbank.nl

  	
   

  
	
  Attention:

  	
  Mrs E.M. Klos-de Jong (Jacqueline)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FORTIS CAPITAL CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  EDDIE MATTHEWS

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  DOUGLAS RIAHI

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  3 Stamford Plaza

  	
   

  
	
   

  	
  301 Tresser Boulevard

  	
   

  
	
   

  	
  9th Floor

  	
   

  
	
   

  	
  Stamford, CT 06901-3239

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +1 (203) 705 5890

  	
   

  
	
  Email:

  	
  Stephen.suo@fortiscapitalusa.com
  /

  John.OConnor@fortiscapitalusa.com

  
	
  Attention:

  	
  Stephen Suo / John O’Connor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  C. DE VRIES

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  H.E. VAN IMHOFF

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Croeselaan 18, 3521 CB

  	
   

  
	
   

  	
  Utrecht

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +31 30 216 2946

  	
   

  
	
  Email :

  	
  FM.NL.URECHT.AGENCY@RABOBANK.COM

  	
   

  
	
  Attention:

  	
  Agency Desk Nederland

  	
   

  



 


308





















 


	
  U.S.
  BANK, N.A.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  JACOB PAYNE

  
	
   

  	
   

  
	
  Address:

  	
  555 Southwest Oak

  
	
   

  	
  Portland, OR 97204

  
	
   

  	
   

  
	
  Fax:

  	
  503 275 8181

  
	
  Email:

  	
  Maryjosie.butalid@usbank.com

  
	
  Attention:

  	
  Josie Butalid

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  BANK OF NEW YORK

  
	
   

  	
   

  
	
  By:

  	
  ELIZABETH T. YING

  
	
   

  	
   

  
	
  Address:

  	
  The Bank of New York

  
	
   

  	
  One Wall St., 22nd
  Floor

  
	
   

  	
  New York, NY 10005

  
	
   

  	
   

  
	
  Fax:

  	
  (212) 635-6399 or 6877

  
	
  Attention:

  	
  Dawn Hertling

  
	
   

  	
   

  
	
   

  	
   

  
	
  SCOTIABANK
  EUROPE PLC

  
	
   

  	
   

  
	
  By:

  	
  JAMIE STORROW

  
	
   

  	
   

  
	
  Address:

  	
  Scotia House

  
	
   

  	
  33 Finsbury Square

  
	
   

  	
  London EC2A 1BB

  
	
   

  	
   

  
	
  Fax:

  	
  +44 (0) 20 7826 5617

  
	
  Email:

  	
  lee_boden@scotiacapital.com

  
	
  Attention:

  	
  Lee Boden

  



 


309





















 


CREDIT INDUSTRIEL ET COMMERCIAL


 


	
  By:

  	
  A DE GROMARD

  
	
   

  	
   

  
	
  By:

  	
  PIERRE LATROBE

  
	
   

  	
   

  
	
  Address:

  	
  CIC – Centre Administratif DGC-CEF

  
	
   

  	
  95091 Cergy Pontoise Cedex

  
	
   

  	
  France

  
	
   

  	
   

  
	
  Fax:

  	
  +33 1 45 96 49 44

  
	
  Email:

  	
  merardan@cic.fr

  
	
  Attention:

  	
  Annick Merard

  
	
   

  	
   

  
	
   

  	
   

  
	
  NATEXIS BANQUES POPULAIRES

  
	
   

  	
   

  
	
  By:

  	
  NICOLAS REGENT

  
	
   

  	
   

  
	
  By:

  	
  ANNE ULRICH

  
	
   

  	
   

  
	
  Address:

  	
  1251 Avenue of the
  Americas

  
	
   

  	
  34th Floor

  
	
   

  	
  New York, NY 10020

  
	
   

  	
   

  
	
  Fax:

  	
  (212) 872-5160

  
	
  Email:

  	
  connie.moy@nyc.nxbp.com

  
	
  Attention:

  	
  Connie Moy

  
	
   

  	
   

  
	
   

  	
   

  
	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  
	
  By:

  	
  MICHAEL MOOSE

  
	
   

  	
   

  
	
  Address:

  	
  1900 E 9th
  Street

  
	
   

  	
  Cleveland, Ohio 44114

  
	
   

  	
   

  
	
  Fax:

  	
  +(1) 216 222 0003

  
	
  Attention:

  	
  David Gregory

  



 


310





















 


RAIFFEISEN
ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT


 


	
  By:

  	
  BARBARA ERICSON-PEICHL

  
	
   

  	
   

  
	
  By:

  	
  BRIGITTE SCHUSTER

  
	
   

  	
   

  
	
  Address:

  	
  Am Stadtpark 9

  
	
   

  	
  A-1030 Vienna

  
	
   

  	
   

  
	
  Fax:

  	
  +43 1 71707 76 1558 (Ms. Stift)

  
	
   

  	
  +43 1 71707 76 1219 (Ms. Fabian)

  
	
  Email:

  	
  margit.stift@rzb.at/angelika.fabian@rzb.at

  
	
  Attention:

  	
  Ms. Margit Stift / Ms. Angelika Fabian

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANQUE LB LUX S.A.

  
	
   

  	
   

  
	
  By:

  	
  HERBERT WEYNAND

  
	
   

  	
   

  
	
  By:

  	
  KERSTIN FRANZEN

  
	
   

  	
   

  
	
  Address:

  	
  3, rue Jean Monnet

  
	
   

  	
  L-2180 Luxembourg

  
	
   

  	
   

  
	
  Fax:

  	
  00 352 42434 3397

  
	
  Email:

  	
  alain/wenner@lblux.lu/

  
	
   

  	
  norma.plath@lblux.lu

  
	
  Attention:

  	
  Alain Wenner / Norma Plath

  
	
   

  	
   

  
	
   

  	
   

  
	
  NATIONAL
  BANK OF EGYPT INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
  By:

  	
  MARGARET BULL

  
	
   

  	
   

  
	
  By:

  	
  AHMED A. MAKSOUD

  
	
   

  	
   

  
	
  Address:

  	
  Credit Department

  
	
   

  	
  Trafalgar House

  
	
   

  	
  11 Waterloo Place

  
	
   

  	
  London SW1Y 4AU

  
	
   

  	
   

  
	
  Fax:

  	
  +44 (0) 20 7839
  5311

  
	
  Attention:

  	
  Ms M Bull

  



 


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BANK OF
MONTREAL


 


	
  By:

  	
  BRIAN L BANKE

  
	
   

  	
   

  
	
  Address:

  	
  115 South LaSalle Street

  
	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  
	
  Fax:

  	
  312 750 6061

  
	
  Email:

  	
  alicia.garcia@bmo.com

  
	
  Attention:

  	
  Alicia Garcia

  
	
   

  	
   

  
	
   

  	
   

  
	
  L/C
  BANK

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE
  BANK AG LONDON

  
	
   

  	
   

  
	
  By:

  	
  RICHARD MUNN

  
	
   

  	
   

  
	
  By:

  	
  JASON BRUHL

  
	
   

  	
   

  
	
  Address:

  	
  Winchester House

  
	
   

  	
  1 Great
  Winchester Street

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  
	
  Fax:

  	
  +44 20 7547 1306

  
	
  Attention:

  	
  David Ardron

  



 


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