Exhibit
4.4


	
  CONFORMED COPY

  	
   

  
	
  (Incoporating amendments and corrections made
  pursuant to an amendment agreement dated 10 March 2004, a second amendment
  deed dated 28 June 2004, a correction of manifest errors letter dated 10
  November 2004, a third amendment letter dated 1 December 2004, a fourth
  amendment and consent letter dated 10 March 2005 and a fifth amendment and
  restatement deed dated 30 November 2005, and by a Sixth Amendment Agreement
  dated 18 September 2006)

  	
   

  



 




	
  €730,000,000

  
	
  AMENDED
  AND RESTATED SENIOR FACILITIES AGREEMENT

  
	
   

  
	
  Between

  
	
   

  
	
  BUHRMANN
  N.V.

  
	
  as Parent

  
	
   

  
	
  BUHRMANN
  US INC.

  
	
  as Existing
  Borrower

  
	
   

  
	
  THE
  ORIGINAL GUARANTORS NAMED HEREIN

  
	
  as Original
  Guarantors

  
	
   

  
	
  DEUTSCHE
  BANK AG, LONDON BRANCH

  
	
  ABN
  AMRO BANK N.V.

  
	
  as Arrangers

  
	
   

  
	
  DEUTSCHE
  BANK AG, LONDON BRANCH

  
	
  as Agent

  
	
   

  
	
  DEUTSCHE
  BANK AG, LONDON BRANCH

  
	
  as Security
  Trustee

  
	
   

  
	
  and

  
	
   

  
	
  THE
  LENDERS

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  

  
	
  5 Old Broad
  Street

  
	
  London EC2N 1DW

  






 


 
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  THE FACILITIES

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CONDITIONS

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  UTILISATION

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  DOCUMENTARY CREDITS

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  SWINGLINE FACILITIES

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  UNCOMMITTED INCREMENTAL FACILITIES

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  OPTIONAL CURRENCIES

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  REPAYMENT OF REVOLVING AND SWINGLINE FACILITY
  OUTSTANDINGS

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  REPAYMENT OF TERM FACILITY OUTSTANDINGS

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  CANCELLATION

  	
   

  	
  88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  VOLUNTARY PREPAYMENT

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  MANDATORY PREPAYMENT

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  INTEREST ON REVOLVING AND SWINGLINE FACILITY
  ADVANCES

  	
   

  	
  100

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  INTEREST ON TERM FACILITY ADVANCES

  	
   

  	
  101

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  COMMISSIONS AND FEES

  	
   

  	
  104

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  TAXES

  	
   

  	
  105

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  INCREASED COSTS

  	
   

  	
  107

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  ILLEGALITY

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  REPLACEMENT AND MITIGATION

  	
   

  	
  109

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  111

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  INFORMATION UNDERTAKING

  	
   

  	
  120

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  FINANCIAL CONDITION

  	
   

  	
  126

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  POSITIVE UNDERTAKINGS

  	
   

  	
  129

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  NEGATIVE UNDERTAKINGS

  	
   

  	
  135

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  ACCESSION OF NEW GUARANTORS AND NEW BORROWERS

  	
   

  	
  157

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  158

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  DEFAULT INTEREST

  	
   

  	
  165

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  GUARANTEE AND INDEMNITY

  	
   

  	
  166

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  AGENT AND OBLIGORS’ AGENT

  	
   

  	
  170

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  SECURITY TRUSTEE

  	
   

  	
  175

  



 



 i
 









 


	
  33.

  	
   

  	
  BORROWERS’ INDEMNITIES

  	
   

  	
  178

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  CURRENCY OF ACCOUNT

  	
   

  	
  179

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  PAYMENTS

  	
   

  	
  179

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  SET-OFF

  	
   

  	
  181

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  SHARING AMONG THE FINANCE PARTIES

  	
   

  	
  182

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
   

  	
  CALCULATIONS AND ACCOUNTS

  	
   

  	
  183

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
   

  	
  ASSIGNMENTS AND TRANSFERS

  	
   

  	
  185

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
   

  	
  COSTS AND EXPENSES

  	
   

  	
  190

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
   

  	
  REMEDIES AND WAIVERS

  	
   

  	
  192

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
   

  	
  NOTICES AND DELIVERY OF INFORMATION

  	
   

  	
  192

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
   

  	
  ENGLISH LANGUAGE

  	
   

  	
  194

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44.

  	
   

  	
  PARTIAL INVALIDITY

  	
   

  	
  194

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  45.

  	
   

  	
  AMENDMENTS

  	
   

  	
  194

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  46.

  	
   

  	
  THIRD PARTY RIGHTS

  	
   

  	
  198

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  47.

  	
   

  	
  COUNTERPARTS

  	
   

  	
  198

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  48.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  198

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49.

  	
   

  	
  JURISDICTION

  	
   

  	
  199

  



 


	
  SCHEDULE 1

  	
   

  	
  200

  
	
  PART I - LENDERS
  AND COMMITMENTS

  	
   

  	
   

  
	
  PART II -
  ORIGINAL GUARANTORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 FORM OF TRANSFER CERTIFICATE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  	
  200

  
	
  PART I -
  CONDITIONS PRECEDENT TO FIRST UTILISATION

  	
   

  	
   

  
	
  PART II - FORM
  OF CERTIFICATE OF OBLIGOR

  	
   

  	
   

  
	
  PART III -
  SECURITY DOCUMENTS

  	
   

  	
   

  
	
  PART IV -
  CONDITIONS SUBSEQUENT DOCUMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  	
   

  
	
  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

  	
   

  	
   

  
							



 



 ii
 









 


	
  SCHEDULE 5 SECURITY TRUSTEE PROVISIONS

  	
   

  	
   

  
	
  PART I -
  SUPPLEMENTARY SECURITY TRUSTEE PROVISIONS

  	
   

  	
   

  
	
  PART II - APPOINTMENT
  AND RETIREMENT OF SECURITY TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 ASSOCIATED COSTS RATE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7

  	
   

  	
   

  
	
  PART I - FORM OF
  ACCESSION NOTICE

  	
   

  	
   

  
	
  PART II -
  ACCESSION DOCUMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 8

  	
   

  	
   

  
	
  PART I - FORM OF
  AUDITORS’ CONFIRMATION

  	
   

  	
   

  
	
  PART II - FORM
  OF DIRECTORS’ COMPLIANCE CERTIFICATE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 9 GROUP STRUCTURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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, as amended and
corrected pursuant to an amendment agreement dated 10 March 2004, a second
amendment deed dated 28 June 2004, a correction of manifest errors letter dated
10 November 2004, a third amendment letter dated 1 December 2004, a fourth
amendment and consent letter dated 10 March 2005 and a fifth amendment and
restatement deed dated 30 November 2005, and, as of the Sixth Amendment
Agreement Effective Date, by a Sixth Amendment Agreement and made between:


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


(2)                                 BUHRMANN US INC. (the “Existing 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
BRANCH and ABN AMRO BANK N.V. (each an “Arranger” and together, the “Arrangers”);


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


(6)                                 DEUTSCHE BANK AG, LONDON
BRANCH (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 Borrower” means any member of the Group which has
complied with the requirements of Clause 27.2 (Accession of
New Borrowers).


“Acceding Guarantor” means any member of the
Group which has complied with the requirements of Clause 27.1 (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 Dividend Amount”
means:


(a)                                  for the fiscal year ending
31 December, 2006, €25,000,000;


(b)                                  for any fiscal year ending after 31 December,
2006, an amount equal to the lesser of:


(i)                                    €25,000,000; or


(ii)                                the Additional Dividend Amount for the
previous fiscal year (the “Previous Year”) plus the difference (which, for the
avoidance of doubt, may be a 



 4
 









negative number) between 35% of the Consolidated Net
Income Available to Common (calculated before deducting any non-cash
exceptionals accrued during such period) for the fiscal year immediately
preceding the Previous Year and the aggregate amount of Dividends paid during
the Previous Year.


“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 Existing 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 D1 Facility Advance, a D2 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 Existing 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 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.



 5
 









“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 11.00 a.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.


“Anton Acquisition”
means the acquisition by Corporate Express Norway Holdings AS from the Anton
Vendors of shares carrying more than 50 per cent. of the voting rights in Anton
Target so that the Anton Target shall become a Subsidiary (to the extent that
the shares in the Anton Target are acquired through a series of successive
acquisitions, those successive acquisitions shall be treated as if they were a
single acquisition of the Anton Target).



 6
 









“Anton Acquisition Funds”
means a portion of the D1 Facility in an amount of €175,000,000 (or its
equivalent in dollars).


“Anton Fees Letter”
means the fees letter dated on or about the Sixth Amendment and Restatement
Effective Date between the Arrangers and the Existing Borrower.


“Anton Target”
means Andvord Tybring — Gjedde ASA.


“Anton Vendor”
means, as the context requires:


(a)                                  each legal or
beneficial owner of shares in the Anton Target immediately prior to the
acquisition of such shares by any member of the Group; or


(b)                                  all such owners
taken together.


“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.


“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
D Facilities and the Revolving Facility, the A Facility Margin, the
D 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
D 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 D Facilities

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 3.50:1.00

  	
   

  	
  2.500 per
  cent.

  	
   

  	
  1.500 per
  cent.

  	
   

  	
  1.75 per
  cent

  
	
  Greater than 3.00:1.00 but less than or equal to
  3.50:1.000

  	
   

  	
  2.250 per
  cent.

  	
   

  	
  1.250 per
  cent.

  	
   

  	
  1.75 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.

  	
   

  	
  1.75 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

  	
   

  	
  1.75 per
  cent

  
	
  Less than or equal to 2.00:1.00

  	
   

  	
  1.500 per
  cent.

  	
   

  	
  0.500 per
  cent.

  	
   

  	
  1.75 per
  cent

  



 



 7
 









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 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 D
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 D Facilities at such
time, the Applicable Margin relating to the D 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 



 8
 









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
relevant 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
relevant Borrower or the Parent and (iii) any other matter in connection with
any Finance Document, any officer (or a person or persons so designated by any
two officers) of the Parent or the relevant Borrower.


“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 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 D1 Facility
Commitment, its Available D2 Facility Commitment, its Available Revolving
Facility Commitment, its Available Swingline Facility Commitment or its
Available Incremental Term Facility Commitment, as the context may require.



 9
 









“Available D1
Facility Commitment”  means,
in relation to a D1 Facility Lender, at any time and save as otherwise provided
in this Agreement, its D1 Facility Commitment at such time adjusted to take
account of:


(a)                                  any cancellation or reduction of it or
any transfer by such D1 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 D1 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 D1 Facility Advances made under this
Agreement, provided always that such amount shall not be less than zero.


“Available D2
Facility Commitment”  means,
in relation to a D2 Facility Lender, at any time and save as otherwise provided
in this Agreement, its D2 Facility Commitment at such time adjusted to take
account of:


(a)                                  any cancellation or reduction of it or
any transfer by such D2 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 D2 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 D2 Facility Advances made under this
Agreement, provided always that such amount shall not be less than zero.


“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.


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



 10
 









“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 D1
Facility Commitment and its Available D2 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.


“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.



 11
 









“Borrowers” means the Existing Borrower and any Acceding
Borrower.


“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.


“Capital  Expenditures”
means, with respect to any person, all expenditure 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;



 12
 









(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


(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.


“Cash Interest” means, for any applicable computation period,
cash interest as shown in the Group’s consolidated financial statements.


“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;



 13
 









(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 New
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 and the Parent Preference Shares B), 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 each Borrower on a fully diluted basis and
shares representing the right to elect a majority of the directors of each
Borrower.


“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 D1 Facility Commitment, its D2 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 Existing 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.


“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.


 



 14















“Consolidated EBIT” means, for any applicable computation
period, EBIT (Earnings Before Interest and Tax) as shown on the Group’s
consolidated income statement.


“Consolidated EBITDA”
means, for any applicable computation period, Consolidated EBIT for such period
plus, to the extent deducted in determining Consolidated EBIT for such period,
impairment costs, amortisation and depreciation expenses for such period.  Such calculation shall exclude the effect on such
Consolidated EBIT of:


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


(b)                                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;


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


(d)                                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;


(e)                                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;


(f)                                  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;


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


(h)                               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


(i)                                    share based payments,


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), and (vii) of this sentence, whether in such period or a prior
period, and provided further (a) that for the purposes of all calculations of
Consolidated EBIT and other calculations relevant to this definition of
Consolidated EBITDA (including the calculation of Consolidated EBITDA itself)
(i) the earnings before interest and tax of any Non-Consolidated Person shall
be included only to the extent of the payment of cash dividends or cash
distributions by such Non-Consolidated Person to the Parent or a Subsidiary
thereof during such period, (ii) the earnings before interest and tax of any
Non-Consolidated Person shall be excluded to the extent that the declaration or
payment of cash dividends or similar distributions by that Non-Consolidated
Person of those earnings is not at the date of determination permitted by
operation of its charter or any agreement, instrument or law applicable to such
Non-Consolidated Person, and (iii) the earnings before interest and 



 15
 









tax
of any other person acquired by a Non-Consolidated Person or a Subsidiary of a
Non-Consolidated Person in a pooling of interests transaction for any period
prior to the date of such acquisition shall be excluded, and (b) that values of
income, losses or any other variables in respect of any Subsidiary of the
Parent the CEAL Group) shall be reduced pro rata to reflect the proportion of
the economic interest in such Subsidiary that is directly or indirectly owned
by the Parent.


“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 calculating Consolidated EBIT (and
not already added back in determining Consolidated EBITDA) for such period.


“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 (x)
Capital Expenditures to the extent made pursuant to Clause 24.1(b) (Capital Expenditures) and (y) any Capital
Expenditures paid in respect of Capitalised Leases), (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 (ii) obligations under any Hedging Agreements and Other
Hedging Agreements or other similar types of agreements and (iii) Indebtedness
in respect of Capitalised Leases, but including and taking account of
receivables and payables under currency swaps, forward foreign exchange
transactions or other agreements pursuant to which foreign exchange risk is
hedged) on a consolidated basis as determined in accordance with GAAP, provided
that notwithstanding any contrary treatment pursuant to GAAP (and without
double counting), (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, (b) the amount of Permitted Receivables Transaction Outstandings
at any time shall be included as a component of Consolidated Indebtedness, (c)
any fees incurred in connection with raising such Indebtedness shall be added
back (to the extent deducted in determining the balance sheet amount of such
Indebtedness), (d) the equity component of any convertible bonds shall be
included as a component of Consolidated Indebtedness and (e) to the extent
Consolidated Indebtedness does not already do so, Indebtedness of any
Subsidiary of the Parent shall be reduced pro rata to reflect the proportion of
the economic interest held in such Subsidiary.



 16
 









“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, Cash Interest for such period less, to the extent included in the
determination of Cash Interest, (a) the interest element of Capitalised Lease
Obligations and (b) the aggregate amount of interest income of members of the
Group (other than from other members of the Group) for such period.  Notwithstanding
anything to the contrary contained above, (x) 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 and (y) to the extent Consolidated Interest Expense does not
already do so, Cash Interest of any Subsidiary of the Parent shall be reduced
pro rata to reflect the proportion of the economic interest held in such
Subsidiary.  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.




	
  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, (i) the net income of any
Non-Consolidated Person shall be included only to the extent of the payment of
cash dividends or cash distributions by such Non-Consolidated Person to the
Parent or a Subsidiary thereof during such period, (ii) the net income of any
Non-Consolidated Person shall be excluded to the extent that the declaration or
payment of cash dividends or similar distributions by that Non-Consolidated
Person of that net income is not at the date of determination permitted by
operation of its charter or any agreement, 



 17
 









instrument
or law applicable to such Non-Consolidated Person, (iii) the net income (or
loss) of any other person acquired by a Non-Consolidated Person or a Subsidiary
of a Non-Consolidated Person in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded and (iv) 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, and (b) values of income, losses or any
other variables in respect of any Subsidiary of the Parent or any person that
is accounted for by the equity method of accounting (excluding the CEAL Group)
shall be reduced pro rata to reflect the proportion of the economic interest in
such Subsidiary or person.


“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) and any other Preferred Stock of Parent
(from time to time issued).


“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.


“D Facilities” means the D1 Facility and the
D2 Facility and “D Facility” means
any of them as the context may require from time to time.



 18
 









“D Facilities Margin”  means, in relation to the D Facility
Advances, 1.75 per cent. per annum.


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


“D Facility Advances” means the D1 Facility
Advances and the D2 Facility Advances.


“D Facility Commitments” means, at any time,
the aggregate of the D1 Facility Commitments and the D2 Facility
Commitments.


“D Facility Lenders” means the D1 Facility
Lenders and the D2 Facility Lenders and “D Facility
Lender” means any of them as the context may require from time to
time.


“D Facility Outstandings” means the D1
Facility Outstandings and the D2 Facility Outstandings.


“D1 Facility” has the meaning ascribed to that term in Clause
2.1(d) (The Facilities).


“D1 Facility Advance”  means an advance (as from time to time
reduced by repayment) made or to be made by the D1 Facility Lenders under the
D1 Facility or arising in respect of the D1 Facility under Clause 15.3 (Division of Term Facility Advances).


“D1 Facility Commitment”  means, in relation to a D1 Facility Lender
at any time, and save as otherwise provided in this Agreement, the amount
agreed between such D1 Facility Lender and the Agent and notified to the
Parent, or as specified in the Transfer Certificate pursuant to which such
Lender becomes a party to this Agreement.


“D1 Facility Lender”  means a person which:


(a)                                  is a participant in the D1 Facility
immediately prior to the Sixth Amendment and Restatement Effective Date; 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.


“D1 Facility Outstandings”  means, at any time, the aggregate
principal amount of the D1 Facility Advances outstanding under this
Agreement.


“D2 Facility”  has the meaning ascribed to that term in Clause 2.1(e) (The Facilities).


“D2 Facility Advance”  means an advance (as from time to time
reduced by repayment) made or to be made by the D2 Facility Lenders under the
D2 Facility or arising in respect of the D2 Facility under Clause 15.3(Division of Term Facility Advances).


“D2 Facility Commitment”  means, in relation to a D2 Facility Lender
at any time, and save as otherwise provided in this Agreement, the amount
agreed between such D2 Facility Lender and the Agent and notified to the
Parent, or as specified in the Transfer Certificate pursuant to which such
Lender becomes a party to this Agreement.



 19
 









“D2 Facility Lender”  means a person which:


(a)                                  is a participant in the D2 Facility
immediately prior to the Sixth Amendment and Restatement Effective Date; 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.


“D2 Facility Outstandings” means, at any
time, the aggregate principal amount of the D2 Facility Advances
outstanding under this Agreement.


“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.


“Denver Warehouse”
means the property located at 13800 E. 39th Avenue, Aurora, CO, USA.


“Disruption Event” means either or both of:


(a)                                  a material
disruption to those payment or communications systems or to those financial
markets which are, in each case, required to operate in order for payments to
be made in connection with the Facilities (or otherwise in order for the
transactions contemplated by the Finance Documents to be carried out) which
disruption is not caused by, and is beyond the control of, any of the Parties;
or


(b)                                  the occurrence
of any other event which results in a disruption (of a technical or
systems-related nature) to the treasury or payments operations of a Party
preventing that, or any other Party:


(i)                                    from performing
its payment obligations under the Finance Documents; and


(ii)                                from
communicating with other Parties in accordance with the terms of the Finance
Documents,


and which (in either case) is not caused by, and is
beyond the control of, the Party whose operations are disrupted.


“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 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 



 20
 









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.


“Dormant Subsidiary” means a member of the Group which does
not trade (for itself or as agent for any person) and does not own, legally or
beneficially, assets (including, without limitation, indebtedness owed to it) which
in aggregate have a value of €1,000 or more or its equivalent in other
currencies.


“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 that 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 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);



 21
 









(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 a.m.
(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 a.m.
(Brussels time) on the Quotation Date for such period.



 22
 









“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 Shared Service
Center (Europe) N.V. a corporation organised under the laws of the Kingdom of
Belgium, formerly known as Buhrmann Europcenter N.V.


“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,



 23
 









exceeds:


(b)           the sum of:


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


(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
Existing 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, the issue of the
Senior Subordinated Convertible Bonds, the issue of the New Senior Subordinated
Notes and the issue of Parent Common Stock specifically for the repurchase of
the Parent Preference Shares C) 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



 24
 









(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.


“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 2005.


“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 Existing 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 Borrowers 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 



 25
 









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 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).


“Fifth Amendment and
Restatement Deed” means the Amendment and Restatement Deed dated
30 November 2005 between, inter alios,
the Obligors’ Agent, the Guarantors, the Agent, the Security Trustee and the D
Facility Lenders.


“Fifth Amendment and
Restatement Effective Date” has the meaning ascribed to that term in
the Fifth Amendment and Restatement Deed.


“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), 31 December 2009;



 26
 









(c)                                  in respect of the D Facilities, subject
to Clause 10.3 (Repayment of D Facility
Outstandings), 31 December 2010; and


(d)                                  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;


(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, including without limitation IFRS
where relevant.


“Group”  means
the Parent, the Borrowers, 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 



 27
 









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.


“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.


“IFRS” means international accounting standards within the
meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements as interpreted and applied as at the Sixth Amendment and
Restatement Effective Date.


“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 Borrowers (or
any of them) pursuant to Clause 2.1(f) (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 



 28
 









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 Borrowers (or any of
them) pursuant to Clause 2.1(g) (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 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 or as specified in
the Transfer Certificate pursuant to which such Lender becomes a party to this
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).


 



 29















“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 provided that, the net
mark to market value in respect of any Hedging Agreement or Other Hedging
Agreement which qualifies for hedge accounting under IAS 39, other than
currency swaps, forward foreign exchange transactions and other agreements
pursuant to which foreign exchange risk is hedged, shall be deemed to be zero; and


(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 preference shares or 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 



 30
 









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.


“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 Existing 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.



 31
 









“L/C Bank”
means Deutsche Bank AG, London Branch (and/or affiliates of Deutsche
Bank AG, London Branch (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 I of Schedule 3 (Conditions Precedent to
First Utilisation).


“Lender”  means
an A Facility Lender, a D1 Facility Lender, a D2 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 Existing 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 a.m. 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 



 32
 









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 D1 Facility or the D2 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 or (ii) the D1 Facility or the D2 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 D Facilities) were repaid in
full and all commitments, if any, with respect thereto were terminated.


“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)                                  a member of the Group:


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


(ii)                                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 662¤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 (b) (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 financial statements of the Group delivered under paragraph (a) (Quarterly Financial Statements) 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 



 33
 









not a Material Subsidiary (in accordance with this
definition) at any time shall be conclusive; and


(b)                                  any other Subsidiary which the Obligor’s
Agent has nominated as a Material Subsidiary by written notice to the Agent,
provided that the Obligor’s Agent shall give the Agent 5 Business Days’ notice
that any Subsidiary nominated under this subparagraph (b) shall cease to
be a Material Subsidiary.


“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:


(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 



 34
 









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  Senior
Subordinated Notes Purchase Agreement” means that certain purchase
agreement, relating to the New Senior Subordinated Notes due 2015, among the
Parent, the Existing Borrower and Deutsche Bank Securities Inc, as same may be
amended, modified or supplemented from time to time in accordance with the
requirements of this Agreement.


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


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


“New Senior Subordinated Notes” means the
Existing Borrower’s New Senior Subordinated Notes, issued in accordance with
the requirements of the New Senior Subordinated Note Documents.  The term “New Senior Subordinated Notes”
shall also include any “exchange notes” issued in respect of such outstanding
New Senior Subordinated Notes in accordance with the requirements of the
relevant New Senior Subordinated Note Documents, so long as in respect of
outstanding New Senior Subordinated Notes, such “exchange notes” are
substantially identical to the New 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 New Senior
Subordinated Notes outstanding.


“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-Consolidated Person” means any person which is not a
Subsidiary of the Parent but in which a member of the Group has an equity
interest.


“Non-Guarantor Subsidiaries” means
(a) on the Initial Borrowing Date, the Existing 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
retirement or payments to be made upon termination of employment, and which
plan is not subject to ERISA or the Code.



 35
 









“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 Existing Borrower, each Subsidiary of the
Existing Borrower which is not a U.S. Subsidiary of the Existing 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 Borrowers, 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 D1 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 or
Acceding Borrower, 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 Existing 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



 36
 









(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 a 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.


“Parent Preferred Stock” means,
collectively, the Parent Preference Shares A, the Parent Preference Shares B
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.


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



 37
 









“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,


(a)           the
Anton Acquisition ; and


(b)           the
acquisition by the Parent or a Wholly-Owned Subsidiary thereof of:


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


(ii)                                Equity Interests of any person so that,
immediately after giving effect to such acquisition, such person shall
constitute a Subsidiary,


provided that the aggregate consideration paid
(determined in accordance with paragraph (a) of the definition of
Permitted Acquisition Conditions) for all such acquisitions made pursuant to
paragraph (b) during any fiscal year of the Parent (A) does not exceed
€300,000,000 and provided further that, for the purposes of such €300,000,000
limit, (i) any creation or establishment of a Subsidiary pursuant to
Clause 25.15(b)(iv) shall be treated as if it were a Permitted Acquisition
and any investment in such Subsidiary shall be treated as if it were
consideration paid for such Permitted Acquisition, and (ii) the amount of
any Permitted Acquired Debt assumed in connection with any Permitted
Acquisition shall be deemed to constitute additional consideration paid for
such Permitted Acquisition.


“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;


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



 38
 









(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 Borrowers shall have
Available Liquidity of at least €50,000,000;


(f)                                    the Existing 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;


(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; and


(i)                                    in the  case of each Permitted Acquisition where the aggregate
consideration is in excess of €175,000,000 (or its equivalent in other
currencies), the Existing Borrower delivers to the Agent updated projections
(from the last projections provided pursuant to this paragraph (i) or to
Clause 23.1(c) (Projections),
whichever was provided later) prepared on a quarterly basis for the period from
the date of such Permitted Acquisition until the expiry of the period to which
the most recently delivered Projections refer, all prepared in a manner
consistent with the Projections, and shall be in form, scope and substance
reasonably satisfactory to the Agent acting reasonably and with at least the
same level of detail as provided in the Projections, on the next date following
the closing of such Permitted Acquisition on which the Existing Borrower is
required to provide financial statements to the Agent under Clause 23.1(a)
or (b) (as the case may be).


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 (a)
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 (the “SFL Programme”), as may be amended from time to time
provided that (i) the details of (and all documents relating to) such
amendments 



 39
 









have
been fully disclosed to the Agent and the Lenders and (ii) such amendments
are not materially adverse to the interests of the Finance Parties, or (b) such
other facility in form and substance similar to the aforesaid programme, and
pursuant to which a Permitted Receivables Transaction is provided, provided
that (i) the details of (and all documents relating to) such other facility
have been fully disclosed to the Agent and the Lenders and (ii) such other
facility is materially no more adverse to the interests of the Finance Parties
than the SFL Programme.


“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, transfer or issue of
Receivables Facility Assets by one or more Receivables Sellers to one or more
Receivables Subsidiaries, and further providing for the sale or transfer of
Receivables Facility Assets by the 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 have been fully
disclosed to the Agent and the Lenders, such agreement, documents and
instruments are (i) in form and substance reasonably satisfactory to the Agent
and the Instructing Group’s Satisfaction, or (ii) in the case of a transaction
in form and substance similar to the Permitted Receivables Transaction entered
into pursuant to the SFL Programme (the “SFL Transaction”),
materially no more adverse to the interests of the Finance Parties than the SFL
Transaction, (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 (other than Receivables 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 (other than
Receivables Subsidiaries) from time to time as a result of sales or transfers
of Receivables Facility Assets pursuant to one or more Permitted Receivables
Transactions.


 



 40















“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);


(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);


(c)                                  outstanding New 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(r) (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 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;


(c)                                  the New Senior Subordinated Notes; and



 41
 









(d)                                  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 New Senior Subordinated Notes 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 D 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.


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 



 42
 









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 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.


“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 



 43
 









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).


“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 (c) (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.



 44
 









“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
Existing Borrower and each other Obligor which is (a) a Material Subsidiary and
(b) a Wholly-Owned Subsidiary of the Parent or a Borrower, organised under the
laws of a Qualified Jurisdiction, in each case which has acceded to the
Agreement in accordance with Clause 27.1 (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 a 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;



 45
 









(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 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 a Receivables Subsidiary pursuant to a
Permitted Receivables Transaction, any assets directly related thereto and any
notes issued pursuant to a Permitted Receivables Transaction.


“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 



 46
 









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 favourable
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, other than, up to a maximum aggregate
amount of €25,000,000, for credit enhancement purposes pursuant to Permitted
Receivables Facility Documentation.  Any
such designation shall be evidenced to the Agent by filing with the Agent an
officer’s certificate of the Parent 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 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.



 47
 









“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:


(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 D 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 



 48
 









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 Borrowers (or any of them) 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 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.



 49
 









“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 Existing Borrower and Europcenter) or a
Wholly-Owned Subsidiary of the Existing 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.


“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 D
Facilities Repayment Dates and the Incremental Term Facility Repayment Dates.


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


“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 



 50
 









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.


“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.



 51















“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 Branch 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 Existing 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 Existing 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.


“Senior Subordinated Notes” means the
Existing 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);



 52
 









 


(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 a 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.


“Sixth Amendment and Restatement Agreement” means the
amendment and restatement agreement dated 18 September 2006 between the
Obligors’ Agent, the Guarantors, the Agent and the Security Trustee.


“Sixth Amendment
and Restatement Effective Date” has the meaning ascribed to that
term in the Sixth Amendment Agreement.


“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 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 D1 Facility or the D2 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%” or 



 53
 









 


(ii) the
D1 Facility or the D2 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 D 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 Existing
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.


“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)).


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



 54
 









 


“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 D 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, D 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 D Facility Commitments
and, subject to Clause 7 (Uncommitted
Incremental Facilities), the Incremental Term Facility Commitments.


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


“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 D1 Facility, the D2 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 D1 Facility
(other than in relation to the Anton Acquisition Funds) and the
D2 Facility, the earlier of the day which is:


(i)                                    2 December 2005; and


(ii)                                the Fifth Amendment and Restatement
Effective Date;



 55
 









 


(d)           in relation to the Anton Acquisition Funds,
28 February 2007.


(e)                                  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 D 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).


“Tranche” means the Revolving Facility, the
A Facility, the D1 Facility and the D2 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.



 56
 









 


“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


(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.



 57
 









 


“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 any 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 a Borrower, each Subsidiary of that 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)).


“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 a Borrower, each
Non-U.S. Subsidiary of that Borrower that is also a Wholly-Owned Subsidiary of
that 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 



 58
 









 


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 a Borrower, each
U.S. Subsidiary of that Borrower that is also a Wholly-Owned Subsidiary of that
Borrower.


1.2                               Accounting
Expressions


All
accounting expressions which are not otherwise defined in this Agreement shall
be construed in accordance with 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 “D1 Facility Lender”, a “D2 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;


“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 



 59
 









 


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


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.



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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;


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


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


(i)                                    that
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)                                    a
Borrower providing “cash cover”  for a Documentary Credit means that 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 that 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 



 61
 









 


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)                            that
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 Borrowers, 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 Borrowers, upon the terms and subject
to the conditions of this Agreement, a swingline facility (being part of the
Revolving Facility) in a maximum aggregate Euro Amount of €85,000,000 (the “Swingline Facility”).


(c)                                  The
A Facility Lenders grant to the Existing 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
D1 Facility Lenders grant to the Existing 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 plus the amount of Anton Acquisition Funds
(the “D1 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
D2 Facility Lenders grant to the Existing 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 “D2
Facility”).


(f)                                    The
Incremental Revolving Facility Lenders grant to the Borrowers 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.



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(g)                                 The
Incremental Term Facility Lenders grant to the Borrowers 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 $500,000,000 (excluding all amounts borrowed prior to the
Fifth Amendment and Restatement Effective Date) (the “Incremental
Term Facility”) or its equivalent from time to time in Optional
Currencies.


2.2                               Purpose


(a)                                  The
A Facility and the D Facilities (excluding the Anton Acquisition Funds) are
intended to finance, in whole, the Existing Credit Agreement, including, in
each case, any fees and expenses in relation thereto.  The Anton Acquisitions Funds are intended to
finance the consideration payable in relation to the Anton Acquisition
including any fees and expenses in relation thereto, and the general corporate
purposes of the Group.


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


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


(e)                                  The
Borrowers shall apply all amounts borrowed under this Agreement in or towards
satisfaction of the purposes referred to in paragraphs (a), (b), (c) and (d) of
this Clause 2.2 and none of the Finance Parties shall be obliged to
concern themselves with such application.


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.


 



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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 a Borrower or a Documentary Credit will be issued by an L/C Bank at
a Borrower’s request if:


(a)                                  the
Agent has received from the relevant 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 that 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;



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(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 D1 Facility Advance prior to the Sixth
Amendment and Restatement Effective Date, 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 the Utilisation by way of D1 Facility Advance in relation to the
Anton Acquisition Funds, the proposed amount of such Advance is equal to the
total amount of the relevant Anton Acquisition Funds;


(f)                                    in
the case of a Utilisation by way of a D2 Facility Advance the proposed Euro
Amount of such Advance is equal to €50,000,000;


(g)                                 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;


(h)                                 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));


(i)                                    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;


(j)                                    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;


(k)                                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 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);


(l)                                    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);


(m)                              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 



 65
 









 


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);


(n)                                 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


(o)                                  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 relevant Borrower for such Tranche.  Such Incremental Term Facility Advances:


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


(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
that 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).



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(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 a Borrower
at that Borrower’s request if the Agent has received at any time after the
Syndication Date from that 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 D Facilities or Incremental Term Facility,


receipt of which shall oblige such 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 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 


 



 67
 









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)                                  A
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


(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.



 68
 









 


(b)                                  A
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 relevant Borrower shall repay that
amount immediately.


5.5                               Claims
under a Documentary Credit


(a)                                  The
relevant 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
relevant 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
relevant 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 relevant Borrower under this Clause will not be affected by:


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


(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
relevant 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 that Borrower.


(b)                                  Without
limiting the obligation of the relevant 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).



 69
 









 


(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
relevant 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
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.



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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:


(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.



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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.


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 a Borrower at such  Borrower’s request if:


(a)                                  the
Agent has received from that 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:


 



 72
 









 


(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 that 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 that Borrower set out in
paragraph (f) above, the Agent may act without liability upon the basis of
a telephone call of such Utilisation believed by the Agent in good faith to be
from an Authorised Representative of that Borrower prior to receipt of the
Utilisation Request.  In each such case,
that 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
a 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;


 



 73
 









 


(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.


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 



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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.


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.


 



 75















 


(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 applicable 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
that 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 applicable Borrower.


7.                                      UNCOMMITTED
INCREMENTAL FACILITIES


7.1                               Incremental
Term Facility


(a)                                  Incremental
Term Facility Commitments


(i)                                    Each
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 such 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 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 Existing 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 Existing Borrower shall have delivered
to the Agent a certificate of the Authorised Representative of the Existing
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 



 76
 









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 (d) (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 that 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 Borrowers;


(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);


(E)                                 the aggregate amount of all Incremental
Term Facility Commitments permitted to be provided pursuant to this
Clause 7.1 shall not exceed $500,000,000 (excluding all amounts borrowed
prior to the Fifth Amendment and Restatement Effective Date (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 each
relevant Borrower and each Incremental Term Facility Lender;



 77
 









(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 D Facilities and (ii) a Weighted Average Life to Maturity
of no less than the Weighted Average Life to Maturity as then remaining for the
D 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 or New 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 or New 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 D 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 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.



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(b)                                  Incremental
Term Facility Commitment Agreement


At the time of the provision of Incremental Term
Facility Commitments pursuant to this Clause 7, the relevant Borrowers,
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 relevant Borrower(s) 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 Borrowers and their 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;


(iii)                            the
relevant Borrower(s) 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 each relevant 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



 79
 









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 D1 Facility Advances or D2
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 same Borrowers, 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 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)                                    Each
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



 80
 









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 Borrowers 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 relevant Borrowers 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 relevant Borrowers;


(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;


(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 each
relevant 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.



 81
 









(b)                                  Incremental
Revolving Facility Commitment Agreement


At the time of the provision of Incremental Revolving
Facility Commitments pursuant to this Clause 7, the relevant Borrowers,
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 relevant
Borrowers 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 Borrowers and their 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
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)                            each
relevant 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
Existing 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.



 82
 









(c)                                  Constitution
of Incremental Revolving Facility


At the time of any
provision of Incremental Revolving Facility Commitments pursuant to this
Clause 7.2, the relevant Borrowers 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 such Borrowers 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


A
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 D1 Facility Advance shall be made in dollars and a D2
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 jurisdiction for payment, payment shall
instead be made on the next succeeding Business Day.


9.2                               Rollover
Advances


Without
prejudice to a 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 that Borrower is due to repay a Revolving Facility Advance (a “Maturing Advance”) that 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 that Borrower is actually
required to repay or, as the case may be, the amount which the Lenders are
actually required to advance to that Borrower, shall be the net amount
remaining after such netting off provided that such Borrower shall not be



 83
 









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, a 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
Existing 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.


	
   

  	
   

  	
  Percentage of A Facility Outstandings

  	
   

  
	
  Repayment Dates

  	
   

  	
  Repayable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2004

  	
   

  	
  1.625 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2004

  	
   

  	
  1.625 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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.

  	
   

  



 



 84
 









 


	
   

  	
   

  	
  Percentage of A Facility Outstandings

  	
   

  
	
  Repayment Dates

  	
   

  	
  Repayable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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:


	
  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 D Facility Outstandings


The
Existing 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 “D Facilities Repayment Date”) the aggregate
Euro Amounts of the D1 Facility Outstandings and the D2 Facility Outstandings
are each reduced by an amount equal to the percentage set out in the table
below of the amounts which constituted D1 Facility Outstandings and D2 Facility
Outstandings (or their



 85
 









equivalent
under Facilities that were converted into the D1 Facility and the D2 Facility
on the Fifth Amendment and Restatement Date) (as applicable) on 29 September
2004, provided that the final Repayment Date shall be the Final Maturity Date
for the D Facilities and the aggregate amount of all D Facility
Outstandings shall be repayable on such D Facilities Repayment Date.


	
  Repayment Dates

  	
   

  	
  Percentage of D 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.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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.

  	
   

  



 



 86
 









 


	
  Repayment Dates

  	
   

  	
  Percentage of D Facility Outstandings

  	
   

  
	
   

  	
  Repayable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2010

  	
   

  	
  23.50 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2010

  	
   

  	
  23.50 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September
  2010

  	
   

  	
  23.50 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2010

  	
   

  	
  24.00 per cent.

  	
   

  



 


Provided that, in the event that the 12 1/4 per
cent. Senior Subordinated Notes due 2009 are not Refinanced on or before 1
November 2008, the Final Maturity Date with respect to the D Facilities shall
be 1 May 2009 and on and from 1 November 2008 the D Facilities Repayment Dates and the percentage of
the D1 Facility Outstandings and D2 Facility Outstandings payable on such dates
shall be as follows:


	
  Repayment Dates

  	
   

  	
  Percentage of D Facility Outstandings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2008

  	
   

  	
  0.25  per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  47.75 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1 May 2009

  	
   

  	
  47.75 per cent.

  	
   

  



 


10.4                        Repayment
of the Anton Acquisition Funds


The
relevant Borrower(s) shall make such repayments as may be necessary to ensure
that on each of the dates set out in the table below (each an “Anton Acquisition Funds Repayment Date”) the aggregate
amount of the Advance actually drawn down from the Anton Acquisition Funds is
reduced by an amount equal to the percentage set out in the table below
provided that the final Repayment Date shall be the Final Maturity Date for the
D1 Facility and the aggregate amount of the Anton Acquisition Funds shall be
repayable on such Anton Acquisition Funds Repayment Date.


	
  Repayment Dates

  	
   

  	
  Percentage of Anton Acquisition Funds

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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.

  	
   

  



 



 87
 









 


	
  Repayment Dates

  	
   

  	
  Percentage of Anton Acquisition Funds

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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 December 2010

  	
   

  	
  97 per cent.

  	
   

  



 


10.5                        Repayment
of Incremental Term Facility Outstandings


The
relevant Borrower shall be required to make, with respect to each Tranche of
Incremental Term 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”).


10.6                        No
Reborrowing of Term Facility Advances


No
Borrower may reborrow any part of any Term Facility which is repaid.


11.                               CANCELLATION


11.1                        Voluntary
Cancellation


(a)                                  Subject
to Clause 11.2 (Restriction), a
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, a Borrower may, subject to the applicable requirements of
Clause 45.7 (Replacement of
non-Instructing Group Lender), upon five Business Days’ written
notice by that 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



 88
 









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


(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
Borrowers 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 any of the Borrowers 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)                                  Each
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



 89
 









€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, discharges or terminations
with respect to this Agreement which have been approved by the Instructing
Group, the relevant Borrower may, upon five Business Days’ written notice by an
Authorised Representative of that 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 Borrowers 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, D1 Facility Advances, D2 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 Borrowers so elect, 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



 90
 









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
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, D1 Facility Advances, D2 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 D Facility
Advances, if on or prior to the date of the respective voluntary repayment
pursuant to this Clause 12, the Existing Borrower has given the Agent
written notification that it has elected to give each Lender with D 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 D 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 D 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 D 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 D
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 D 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



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Revolving Facility Outstandings (in each case as in
effect before giving effect to such reduction).


Cash Collateral: 
If the Existing 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
D Facility Outstandings and, but only to the extent Lenders with D 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 D 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 D Facility Outstandings waive in full their right to receive
100 per cent. of the total payment otherwise required with respect to the
respective D Facility Outstandings, then of the amount actually applied to the
repayment of the respective D 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 D Facility Advance of the
respective D Facility Outstandings on a pro rata basis
(so that each Lender holding D 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 D 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 D Facility Outstandings
which such D 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 Borrowers 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 that 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/or New Senior Subordinated Notes;
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.


For the
avoidance of doubt any Net Cash Proceeds from any sale or issuance of Preferred
Stock or common equity of (or cash capital contributions to) the Parent held in
escrow with a commercial bank which is a Lender with a rating of A1/P1 from
S&P shall not be required to be applied in accordance with Clause 13.3
(Application of Mandatory Prepayments)
until such proceeds are released from escrow.



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(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 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, up to €50,000,000 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 (a) (Quarterly
Financial Statements) or (b) (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).


Notwithstanding anything to the contrary above, in
cases where the amount required to be repaid by any Borrower on any date
pursuant to the foregoing would be less than €1,000,000, the relevant Borrower
may defer the 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.


For the avoidance of doubt any Net Sale Proceeds held
in escrow with a commercial bank which is a Lender with a rating of A1/P1 from S&P
shall not be required to be



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applied in accordance with Clause 13.3 (Application of Mandatory Prepayments) until such Net Sale
Proceeds are released from escrow.


(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)
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).


For the avoidance of doubt any Net Sale Proceeds held
in escrow with a commercial bank which is a Lender with a rating of Al/P1 from
S&P shall not be required to be applied in accordance with Clause 13.3
(Application of Mandatory Prepayments)
until such Net Sale Proceeds are released from escrow.


(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:


(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



 95
 









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
Borrowers 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).


For the avoidance of doubt any Net Sale Proceeds held
in escrow with a commercial bank which is a Lender with a rating of A1/P1 from
S&P shall not be required to be applied in accordance with Clause 13.3
(Application of Mandatory Prepayments)
until such Net Sale Proceeds are released from escrow.


(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, the Parent or the relevant Subsidiary shall:


(i)                                    so
long as no Event of Default has occurred and is continuing at the time of
receipt by the Parent or any of its Subsidiaries, as the case may be, of such
Permitted Receivables Transaction Proceeds:


(A)                              if the amount of Adjusted Permitted Receivables
Transaction Outstandings is less than or equal to €200,000,000, be permitted to



 96
 









retain 100% of the relevant Permitted Receivables
Transaction Proceeds; or


(B)                               if the amount of Adjusted Permitted
Receivables Transaction Outstandings is greater than €200,000,000 but less than
or equal to €300,000,000, be required to apply in accordance with
Clause 13.3 (Application of Mandatory Prepayments)
the relevant Applicable Proceeds in an amount equal to 50 per cent. of the
amount of such Adjusted Permitted Receivables Transaction Outstandings less the
higher of (i) €200,000,000 and (ii) the Adjusted Permitted Receivables
Transaction Outstandings prior to receipt of such Applicable Proceeds; or


(C)                               if the amount of Adjusted Permitted
Receivables Transaction Outstandings is greater than €300,000,000, be required
to apply in accordance with Clause 13.3 (Application
of Mandatory Prepayments) the relevant Applicable Proceeds in an
amount equal to 100 per cent. of the amount of such Adjusted Permitted
Receivables Transaction Outstandings less the higher of (i) €300,000,000 and
(ii) the Adjusted Permitted Receivables Transaction Outstandings prior to receipt
of such Applicable Proceeds and, if prior to such receipt, the aggregate
Adjusted Permitted Receivables Transaction Outstandings were less than or equal
to €300,000,000 an amount equal to 50 per cent. of the difference between
€300,000,000 and the higher of (i) €200,000,000 and (ii) the Adjusted Permitted
Receivables Transaction Outstandings prior to receipt of such Applicable
Proceeds;


and provided that the maximum aggregate amount of all
Applicable Proceeds to be retained by the Parent and its Subsidiaries shall not
exceed €250,000,000; and


(ii)                                if
at any time an Event of Default has occurred and is continuing, be required to
apply in accordance with Clause 13.3 (Application of Mandatory
Prepayments) an amount equal to 100 per cent. of such Permitted
Receivables Transaction Proceeds received after the occurrence of such Event of
Default, to the extent that the amount of the Permitted Receivables Transaction
Outstandings immediately following receipt of such Permitted Receivables
Transaction Proceeds exceeds the amount of the Permitted Receivables
Transaction Outstandings immediately before receipt of such Permitted
Receivables Transaction Proceeds.


Notwithstanding anything to the contrary contained in
this paragraph (e), in cases where the amount required to be repaid by any
Borrower on any date would be less than €1,000,000, the relevant 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.



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For the purposes of this Clause 13.1(e):


“Applicable Proceeds”
means 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 date except to the
extent to which the respective sale increases Permitted Receivables Transaction
Outstandings under Permitted Receivables Transactions (including for the
avoidance of doubt, any Permitted Receivables Transaction entered into prior to
the Fifth Amendment and Restatement Effective Date) to an amount in excess of
the highest amount of Permitted Receivables Transaction Outstandings previously
attained


“Adjusted Permitted
Receivables Transaction Outstandings” means, at any time, the
highest amount of Permitted Receivables Transaction Outstandings attained on or
prior to such time.


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, D1 Facility Advances, D2 Facility
Advances and 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



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(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 D1 Facility Advances and D2 Facility Advances, pro rata to
the D 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, D1 Facility Advances and D2 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 D Facility
Advances, if on or prior to the date of such repayment pursuant to this
Clause 13, the Existing Borrower has given the Agent written notification
that it has elected to give each Lender with D 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 D Facility Outstandings, provided that in no event
shall the aggregate amount of any Waivable Mandatory Repayment exceed the sum
of (x) the aggregate principal amount of Term Facility Outstandings (excluding
D 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 D 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 D 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



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Outstandings (excluding the D 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 Existing 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 D Facility Outstandings and,
but only to the extent Lenders with D 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 D 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 D Facility Outstandings waive in full their right to receive
100 per cent. of the total payment otherwise required with respect to the
respective D Facility Outstandings, then of the amount actually applied to the
repayment of the respective D 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 D Facility Advance of the
respective D Facility Outstandings, on a pro rata
basis (so that each Lender holding D 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 D 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 D Facility
Outstandings which such D 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) each
Borrower shall pay accrued interest on each Revolving Facility Advance made to
it.



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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.


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 applicable 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
that 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;



 101
 









(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) a
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 that Borrower in
such notice provided that that 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, each Borrower shall pay
accrued interest on the Term Facility Advance to which such Interest Period
relates.


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



 102
 









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:


(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,



 103
 









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
Existing 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.

  
	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  0.50 per
  cent.

  






 


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
Existing 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 Existing Borrower at the
times and in the amounts specified in such letter.


17.3                        Agency Fee


The
Existing 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
Existing Borrower at the times and in the amounts specified in such letter.


 



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17.4                        Incremental
Facility Fee


The
relevant Borrower(s) 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 such Borrower(s) 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
relevant 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
relevant 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, 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 



 105
 









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 Existing 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 Existing 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 Existing Borrower; or


(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
Existing 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 Existing 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 Existing 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).



 106
 









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).


(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 relevant Borrower shall within 5 Business Days of a written demand by the
Agent, pay for the account of a Finance Party the amount of any 



 107
 









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 relevant
Borrowers’ 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;


(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 



 108
 









not thereafter
be obliged to participate in any Advance or issue or guarantee any Documentary
Credit; and


(c)                                  the
relevant Borrower shall repay that Lender’s participation in the Advances made
to that 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
relevant 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 Outstandings or Commitments, at the option of that 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 



 109
 









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 Borrowers 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 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
Borrowers 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).



 110
 









(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 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.



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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 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.



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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.


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 



 113
 









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 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:



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(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,


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.


 



 115















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.


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 of limitations with respect to any
material tax liability,



 116
 









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;


(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;



 117
 









(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
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.



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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 Existing 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 Existing 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 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 



 119
 









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, the New
Senior Subordinated Notes and in the other Senior Subordinated Note Documents
and New Senior Subordinated Note Documents are enforceable against the
respective Obligors party thereto and the holders of the Senior Subordinated
Notes and New 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 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 or Borrower on the day the same becomes
(or if earlier, is required to have become) an Acceding Guarantor or Borrower .


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:



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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 Parent
will furnish (or will procure that a member of the Group furnish) to the Agent
(with a sufficient number of copies for each of the Agent and Lenders):


(a)                                  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


(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.


(b)                                  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 



 121
 









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.


(c)                                  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 provide (A)
consolidated line items consistent with those which will be reported in the
quarterly financial statements referenced in paragraph (a) (Quarterly Financial Statements) and (B) contain information
broken down by segment, by quarter, as is provided in the Projections.  All Projections delivered pursuant to this
paragraph (c) shall be in form, scope and substance reasonably
satisfactory to the Agent acting reasonably and with at least the same level of
detail as 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.


(d)                                  Officer’s Certificates: 
At the time of the delivery of the financial statements provided for in
Clauses 23.1(a) (Quarterly Financial
Statements) and (b) (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(a) (Quarterly Financial
Statements) and (b) (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.


(e)                                  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.


(f)                                    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 



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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).


(g)                                 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 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.


(h)                                 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.


(i)                                    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 



 123
 









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 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;



 124
 









(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


(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, Acceding Borrower 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 



 125
 









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 Existing 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 (which for the purposes of this Clause 24.1(a)
will exclude amounts paid in respect of Capitalised Leases) (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: 




	
  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.



 126
 









(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 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 Existing 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:


 



 127















 




	
  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 Existing 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:




	
  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

  	
   

  






 



 128
 









(c)                                  Maximum
Consolidated Leverage Ratio


The
Parent and the Existing 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

  	
   

  	
  4.00:1.00

  	
   

  
	
  30 September 2006

  	
   

  	
  4.00:1.00

  	
   

  
	
  31 December 2006

  	
   

  	
  4.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2007

  	
   

  	
  4.00.1.00

  	
   

  
	
  30 June 2007

  	
   

  	
  3.75:1.00

  	
   

  
	
  30 September 2007

  	
   

  	
  3.75:1.00

  	
   

  
	
  31 December 2007

  	
   

  	
  3.60:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2008

  	
   

  	
  3.50:1.00

  	
   

  
	
  30 June 2008

  	
   

  	
  3.50:1.00

  	
   

  
	
  30 September 2008

  	
   

  	
  3.50:1.00

  	
   

  
	
  31 December 2008 and
  thereafter

  	
   

  	
  3.50:1.00

  	
   

  






 


25.                               POSITIVE
UNDERTAKINGS


25.1                        Use of
Proceeds


Each
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).



 129
 









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 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) 



 130
 









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 27.1 (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 Existing 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 Existing Borrower which
has share capital owned directly by the Existing Borrower or one or more U.S.
Subsidiaries of the Existing Borrower and which has not already had all of its
stock pledged pursuant to the relevant Pledge Agreements that a pledge of 662¤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.



 131
 









(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 Existing 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 Existing
Borrower and (ii) any Non-U.S. Subsidiaries of the Existing Borrower which are
Guarantors or are Subsidiaries of a Non-U.S. Subsidiary of the Existing
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 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 



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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
Borrowers 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.


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
Borrowers and (ii) the Borrowers 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.



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(b)                                  The
Parent and the Borrowers 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;


(iv)                               such
Subsidiary is created or established for the purposes of a joint venture,
provided that such Subsidiary must at all times following its creation or
establishment remain a Subsidiary of the Parent or the Borrowers (as
applicable);


(v)                                   Equity
Interests in a New Subsidiary (or the Subsidiary that is the direct parent of
such New Subsidiary) are transferred or issued to any employee of, or owner of
Equity Interests in, any person acquired by the Parent or any of its
Subsidiaries pursuant to a Permitted Acquisition which meets the criteria
specified in the definition of Permitted Acquisition and Permitted Acquisition
Conditions in connection with such acquisition (a “New Subsidiary”), provided that the entity in which such
Equity Interests are transferred remains a Subsidiary of the Parent and further
provided that that such issue or transfer of Equity Interests are considered a
disposal of assets pursuant to Clause 26.2(c)(ii) and satisfies all
necessary requirements of that clause and for the avoidance of doubt the Net
Sale Proceeds of such transfer or issue will be applied in accordance with
Clause 13.1(b) (Asset Sale).


(vi)                               set
forth on Schedule 9 (Group Structure).


(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 Existing 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
paragraphs (c), (q) and (r) 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 



 136
 









money) or
(iii) arising by virtue of deposits made in the ordinary course of business 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 Existing 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
tangible assets (excluding shares) or rights in relation thereto which, in the 



 137
 









reasonable
judgment of such person, is obsolete, worn out or otherwise no longer used or
useful in the conduct of such person’s business;


(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 €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 Existing 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 Existing 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
Existing 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;



 139
 









(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 Existing Borrower (as long as the Existing
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
Existing 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
Existing 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
purchase 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 Existing Borrower shall
have Available Liquidity of at least €50,000,000;


(n)                                 inactive
Non-Material Subsidiaries of a Borrower or the Parent (excluding in any event
the Borrowers) may be liquidated from time to time, so long as the Parent or
such 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 such
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


 



 140















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 enter into any sale-leaseback
transaction:


(i)                                    involving
the Denver Warehouse; or


(ii)                                which
is not permitted pursuant to paragraph (i) above, provided that at any
time the aggregate value of all property sold and leased back pursuant to this
paragraph (ii) shall not exceed €50,000,000,


provided, in each case, that (A) there shall exist no Default
or Event of Default immediately before giving effect thereto, (B) no Default or
Event of Default would result from giving effect thereto, (C) the sale is on an
arm’s-length transaction and for Fair Market Value, (D) 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 (E) 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) and (F) all proceeds raised
pursuant to such sale-lease back transaction are applied in accordance with
Clause 13.1(b) (Repayment from Net
Proceeds), and provided further that if the lease of a property sold
and leased back pursuant to this paragraph lapses or terminates for any reason,
the value of such property shall cease to be taken into account for the
purposes of paragraph (ii) above and the sale of such property shall be
deemed for the purposes of Clause 26.2(c)(ii) above to have taken place on
the date of the termination or lapse of such lease, as if such lease had never
existed and this Clause 26.2(r) had never applied;



 141
 









(s)                                  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;


(t)                                    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


(u)                                 acquisitions
for value of Senior Subordinated Notes, New 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 a
Borrower or any Subsidiary of the Parent which owns Equity Interests, in a
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 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 Parent may pay Dividends to its shareholders, in each case so
long as the Parent or any Subsidiary of the Parent which owns an Equity
Interest in such Subsidiary either:


(i)                                    receives
a percentage of any such Dividends which is at least equal to its percentage
Equity Interest in the respective Subsidiary paying the Dividend;


(ii)                                receives
additional Equity Interests in such Subsidiary in an amount equal to the
Dividends which would have been received by it pursuant to sub-paragraph (i);
provided that (A) after giving effect to
each receipt of additional Equity Interests pursuant to this
sub-paragraph (ii), the financial covenants in Clause 24 (Financial Condition) are in compliance on
a Pro Forma Basis and (B) at the date of receipt of such additional Equity
Interests the Existing Borrower shall have Available Liquidity of at least
€50,000,000; or



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(iii)                            (in
the case only of Dividends whereby such Subsidiary is either redeeming,
retiring, purchasing or otherwise acquiring, directly or indirectly, for a
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 setting
aside any funds for any of the foregoing purposes, or is permitting 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)), waives its
entitlement to, or otherwise agrees not to receive, such Dividends; provided that (A) after giving effect to the redemption,
retirement, purchase or acquisition of any of such Subsidiary’s shares the
percentage of Equity Interests held by the Parent or any Subsidiary of the
Parent in such Subsidiary increases, (B) after giving effect to each waiver or
agreement not to receive Dividends pursuant to this sub-paragraph (iii)
the financial covenants in Clause 24 (Financial
Condition) are in compliance on a Pro Forma Basis and (C) at the
date of such waiver or agreement the Existing Borrower shall have Available
Liquidity of at least €50,000,000;


(b)                                  any
Subsidiary of the Parent (other than the Existing 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 Existing Borrower) to the Parent and payments made by
any person to the Existing Borrower (or to any person which then transmits such
payments to the Existing Borrower or one or more other persons who immediately
transmit such payments to the Existing 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)                                  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 



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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
Existing Borrower shall have Available Liquidity of at least €50,000,000; and


(f)                                    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 favourable to the Lenders, in amounts 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 favourable 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 the aggregate of
(A) 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 and (B) the Additional
Dividend Amount,



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provided further, that 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 Existing Borrower shall have Available Liquidity of at
least €50,000,000.


Notwithstanding anything to the contrary contained
above, in the case of Dividends to be paid at any time pursuant to this
paragraph (f), 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 (f), 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;


(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 



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Indebtedness
as is incurred pursuant to this paragraph (c)) of (i) the Parent, a
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 €200,000,000 (or its equivalent in other currencies), of which no
more than €75,000,000 (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 a 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 a Borrower or (other than in the case of
Indebtedness owed by a 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 a 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 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;



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(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 Existing 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 (i) 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 and (ii) amounts owed by
any member of the Group that undertakes intra-group banking or cash management
activities to the Parent or any Subsidiary of the Parent in respect of such
activities;


(o)                                  additional
unsecured Indebtedness of the Parent or the Existing Borrower consisting of
(x) unsecured guarantees by the Parent or the Existing 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 Existing 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
Existing Borrower) incurred from local banks which are supported by one or more
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);



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(q)                                  Indebtedness
incurred by the members of the CEAL Group 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; and


(r)                                  Indebtedness
of the Existing Borrower, and subordinated guarantees thereof by the Parent and
the Guarantors, under the New Senior Subordinated Notes, the other New Senior
Subordinated Note Documents, in an aggregate principal amount not to exceed
$150,000,000 (as (x) increased, as a result of the issuance of any
additional New Senior Subordinated Notes to pay-in-kind any regularly accruing
interest on any outstanding New Senior Subordinated Notes (or any Permitted
Refinancing Indebtedness, other than the New Senior Subordinated Notes, issued
to refinance same) in accordance with the terms applicable to the New 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 New Senior Subordinated Notes in accordance with the definition
of New Senior Subordinated Notes contained herein).


Notwithstanding
anything to the contrary contained above or elsewhere in this Agreement, (y) in
no event shall the Parent or the Borrowers permit any Subsidiary of the Parent
other than the Existing 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 



 148
 









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 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)                                    provision
of Indebtedness 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 



 149
 









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);


(l)                                    (i)
the Parent and the Qualified Obligors may make 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 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 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;


(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) 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) provided
that the acquisition cost attributable to any Investment made pursuant to this
Clause 26.5(n) will not be taken into consideration in calculating the
aggregate Investments under this Clause after the non-recourse disposal of such
Investment;


(o)                                  the
Parent or any Subsidiary of the Parent may make cash common equity
contributions to the capital of its Subsidiary with the cash proceeds of
Dividends received from such Subsidiary, provided that
(i) in the event that any Subsidiary which has received a common equity
contribution pursuant to this paragraph (o) 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, (ii) after giving effect to each
equity contribution pursuant to this paragraph (o), the financial covenants
in Clause 24 (Financial Condition)
are in compliance on a Pro Forma Basis and (iii) at the date of 



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the equity
contribution pursuant to this paragraph (o), the Existing Borrower shall
have Available Liquidity of at least €50,000,000;


(p)                                  the
Parent or any Subsidiary of the Parent may make Investments in Receivables
Subsidiaries pursuant to Permitted Receivables Transactions (provided that,
following such Investments, such Receivables Subsidiaries remain Receivables
Subsidiaries); and


(q)                                  the
Parent or any Subsidiary of the Parent may make Investments in a person that is
not a member of the Group provided that (i) any such Investment is made
pursuant to a Permitted Receivables Transaction for the purposes of the credit
enhancement of such person and (ii) the aggregate amount of all such
Investments made does not at any one time exceed €25,000,000 provided that the
acquisition cost attributable to any Investment made pursuant to this
Clause 26.5(q) will not be taken into consideration in calculating the
aggregate Investments under this Clause after the non-recourse disposal of such
Investment.


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);


(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.


 



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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).


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, 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 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, New 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, New Senior Subordinated Note Document or
Senior Subordinated Convertible Bond Document (except for immaterial
modifications to the Senior Subordinated Note Documents, New Senior
Subordinated Note Documents or Senior Subordinated Convertible Bond Documents,
which could not be adverse to the 



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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 materially
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, the New Senior Subordinated Notes (including, for the
avoidance of doubt, any Senior Subordinated Notes or New 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, New 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
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 New Senior Subordinated Notes, the other New 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



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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 and (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.) 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
Borrowers will not issue, and the Parent and the Borrowers 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 Borrowers 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.


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,



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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 a 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 D 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 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 Existing 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 Clause 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



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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) and permitted under Clause 25.15(b)(iv)
(Ownership of Subsidiaries), 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 662¤3 per
cent. of Adjusted Consolidated EBITDA for such Test Period.  For purposes of all 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 662¤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



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(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 and NEW BORROWERS


27.1                        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)                                  Subject
to compliance with the provisions of Clause 23.5 (Know your
Client checks), the Parent may request that any of its Wholly-Owned
Subsidiaries becomes a Guarantor by duly executing an Accession Notice and
delivering the documents set out in Part II of Schedule 7 (Accession Documents) 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.


(c)                                  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.


27.2                        Accession
of New Borrowers


(a)                                  Subject
to compliance with the provisions of Clause 23.5 (“Know your
Client checks”), the Parent may request that any of its Wholly-Owned
Subsidiaries (which is not a Dormant Subsidiary) becomes a Borrower.  Such Subsidiary shall become a Borrower if:


(i)                                    the
opinions delivered with the Accession Notice evidence, in the reasonable
opinion of the Agent, that there will be no adverse effect on the interests of
the Lenders;


(ii)                                the
Parent and such Subsidiary deliver to the Agent a duly completed and executed
Accession Notice;


(iii)                            the
Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower and the
Accession Notice shall to the extent specified therein constitute each acceding
Borrower as an acceding Guarantor;



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(iv)                               the
Parent confirms that no Default is continuing or would occur as a result of
such Subsidiary becoming an Acceding Borrower; and


(v)                                   the
Agent has received all of the documents and other evidence listed in
Part 2 of Schedule 7 (Accession Documents)
in relation to such Subsidiary, each in form and substance satisfactory to the
Agent.


(b)                                  The
Agent shall notify the Parent and the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it) all the
documents and other evidence listed in Part II of Schedule 7 (Accession Documents).


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.


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 unless its failure to pay is caused by a Disruption
Event and the relevant sum is paid in full within 5 Business Days of the due
date; and


(b)                                  in
any other case, in such time, currency and manner as so specified unless:


(i)                                    its
failure to pay is caused by:


(A)                               administrative or technical error in the
transmission of funds; or


(B)                               a Disruption Event; and


(ii)                                the
relevant sum is paid in full:


(A)                               in the case of (i)(A) above, 3 Business
Days of its due date; or


(B)                               in the case of (i)(B) above, 5 Business
Days of its 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 



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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”.


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.



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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, any 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.


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.



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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 Existing 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 Borrowers 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).


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.



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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 Borrowers 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 Borrowers and shall be 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



 162
 









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 Borrowers 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 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



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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 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 Borrowers 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 Borrowers or any
other person, (iv) any breach of this Agreement by the Parent, the Borrowers 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.



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(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
applicable Borrower any increased costs and indemnities (including, without
limitation, pursuant to Clauses 33 (Borrower’s
Indemnities), 19 (Increased Costs)
and 18 (Taxes)) directly from
that Borrower to the same extent as if it were the direct Lender as opposed to
a participant therein.  The Borrowers
acknowledge and agree 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 relevant 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 D Facilities Margin), the Associated
Costs Rate at such time and the Relevant Interbank Rate, on the Quotation Date
therefor, provided that:


(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



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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 Borrowers 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
Borrowers are 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 Borrowers under or
pursuant to any Finance Document being or becoming void, voidable,
unenforceable or ineffective as against the Borrowers for any reason whatsoever
(whether or not known to that Finance Party or any other person) the amount of
such loss being the amount which the Finance Party suffering it would otherwise
have been entitled to recover from the Borrowers


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
Borrowers 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 Borrowers 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.



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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
Borrowers 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 Borrowers (or any other person) to the Agent in respect
of the liabilities of the Borrowers 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
Borrowers, 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 Borrowers 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 Borrowers 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:


(a)                                  the
winding-up, dissolution, administration or re-organisation of the
Borrowers or any other person or any change in the status, function, control or
ownership of the Borrowers or any such person;


(b)                                  any
of the obligations of the Borrowers 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
Borrowers 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 Borrowers or any other person under any Finance
Document;



 167
 









(e)                                  any
total or partial failure to take, or perfect, any security proposed to be taken
in respect of the obligations of the Borrowers 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 Borrowers’ 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 Borrowers under any of
the Finance Documents or to claim or prove as a creditor of the Borrowers 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
Borrowers 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 Borrowers 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.


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 Borrowers 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.



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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.


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





 169
 









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.


(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.



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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.


(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.


 



 171















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.


(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 



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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.


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.



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(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.


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.



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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 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 



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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 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.



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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:


(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;



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(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.                               BORROWERS’
INDEMNITIES


33.1                        General
Indemnities


Each
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
that 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).


33.2                        Break
Costs


(a)                                  Each
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 that 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.



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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.


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).



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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.


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.



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35.6                        Disruption
to Payment Systems etc.


If
either the Agent determines (in its discretion) that a Disruption Event has
occurred or the Agent is notified by the Parent that a Disruption Event has
occurred:


(a)                                  the
Agent may, and shall if requested to do so by the Parent, consult with the
Parent with a view to agreeing with the Parent such changes to the operation or
administration of the Facilities as the Agent may deem necessary in the
circumstances;


(b)                                  the
Agent shall not be obliged to consult with the Parent in relation to any
changes mentioned in paragraph (a) if, in its opinion, it is not
practicable to do so in the circumstances and, in any event, shall have no
obligation to agree to such changes;


(c)                                  the
Agent may consult with the Finance Parties in relation to any changes mentioned
in paragraph (a) but shall not be obliged to do so if, in its opinion, it
is not practicable to do so in the circumstances;


(d)                                  any
such changes agreed upon by the Agent and the Parent shall (whether or not it
is finally determined that a Disruption Event has occurred) be binding upon the
Parties as an amendment to (or, as the case may be, waiver of) the terms of the
Finance Documents notwithstanding the provisions of Clause 45 (Amendments);


(e)                                  the
Agent shall not be liable for any damages, costs or losses whatsoever
(including, without limitation for negligence, gross negligence or any other
category of liability whatsoever but not including any claim based on the fraud
of the Agent) arising as a result of its taking, or failing to take, any
actions pursuant to or in connection with this Clause 35.6; and


(f)                                    the
Agent shall notify the Finance Parties of all changes agreed pursuant to
paragraph (d) above.


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).



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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 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



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(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
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.


 



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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
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 Borrowers
under this Agreement (or the amount which, but for any of the obligations of
the Borrowers under this Agreement being or becoming void, unenforceable or
ineffective, at any time, would have been due from the Borrowers 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 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



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EBITDA Attributable to Qualified Obligors) and calculations of Applicable Margin
and Excess Cash Flow, shall be made in accordance with GAAP as interpreted and
applied as at the Sixth Amendment and Restatement Effective Date, 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 GAAP as interpreted and
applied as at the Sixth Amendment and Restatement Effective Date, 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.


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 another 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



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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 relevant Borrowers 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
relevant Borrowers 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 such assignment or
transfer, then the relevant Borrowers shall not be obligated to pay such
increased costs (although the relevant Borrowers 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.



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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 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



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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 Borrowers 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 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;



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(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 pledgee referred to in Section 39.3(d) or any prospective or actual
transferee or participant or their respective investment advisors in connection
with any contemplated transfer, pledge, 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 pledgee, 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 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.



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39.9                        Register


The
Borrowers hereby designate the Agent to serve as the Borrowers’ 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
Borrowers’ 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 Borrowers agree 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).


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 relevant 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.



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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.


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.



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(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.


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).



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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 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



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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.


(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



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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);


(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:


 



 195















 


(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 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)).



 196
 









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:


(a)                                  amend
or waive any provision of Clauses 31 (Agent and Obligors’ Agent),
Clause 40 (Costs and Expenses) or this
Clause 45; or


(b)                                  otherwise
amend or waive any of the Agent’s rights under this Agreement or subject the
Agent to any additional obligations under this Agreement.


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:


(a)                                  amend
or waive any provision of Clauses 31 (Agent and Obligors’ Agent),
Clause 40 (Costs and Expenses) or this
Clause 45; or


(b)                                  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 Existing
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 Existing
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



 197
 









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 Existing 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).


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.



 198
 









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 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.



 199
 









49.7                        Waiver of
Jury Trial


EACH
OBLIGOR HEREBY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL
PROCEEDINGS ANYWHERE 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.



 200
 









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

  	
   

  
	
   

  	
   

  	
   

  
				



 



 201
 









 


	
  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

  	
   

  
				



 



 202
 









 


	
  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

  	
   

  
				



 



 203
 









 


	
  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

  	
   

  
				



 



 204
 









 


	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 



 205
 









 


	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  
				



 


 



 206















	
  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

  	
   

  	
   

  
					




 207
 









 


	
  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

  	
   

  	
   

  



 



 208
 









 


	
  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  



 



 209
 









 


	
  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  by C. BANGMA

  	
  )

  	
   

  
	
  (ATTORNEY IN
  FACT)

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  BUHRMANN SHARED SERVICE CENTER N.V. (FORMERLY
  KNOWN AS 

  
	
  BUHRMANN EUROPCENTER N.V.)

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Bodemstraat 11, bus 1

  	
   

  	
   

  
	
   

  	
  3830 Wellen

  	
   

  	
   

  
	
   

  	
  Belgium

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
  +32 11 37 6044

  	
   

  	
   

  
	
  Attention:

  	
  Mr F. Maurissen

  	
   

  	
   

  



 



 210
 









 


	
  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 Shared Service Center N.V. (formerly
  known as 

  
	
   

  	
  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 Shared Service Center N.V. (formerly
  known as 

  
	
   

  	
  Buhrmann Europcenter N.V.)

  	
   

  	
   

  
	
   

  	
  Bodemstraat 11

  	
   

  	
   

  
	
   

  	
  bus 1

  	
   

  	
   

  
	
   

  	
  3830 Wellen

  	
   

  	
   

  
	
   

  	
  Belgium

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
  +32 11 37 6044

  	
   

  	
   

  
	
  Attention:

  	
  Mr. F Maurissen

  	
   

  	
   

  



 



 211
 









 


	
  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

  	
   

  	
   

  
						



 



 212
 









 


	
  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

  	
   

  	
   

  
					



 



 213
 









 


	
  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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)

  
					



 



 214
 









 


	
  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Croeselaan 18, 3521 CB

  	
   

  	
   

  
	
  Address:

  	
  Utrecht

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
  +31 30 216 2946

  	
   

  	
   

  
	
  Email :

  	
  FM.NL.URECHT.AGENCY@RABOBANK.COM

  
	
  Attention:

  	
  Agency Desk Nederland

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  
						



 



 215
 









 


	
  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  
					



 



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  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  
						



 



 217
 









 


	
  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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  
						



 



 218
 









 


	
  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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