EXHIBIT 4.11


 


 


US$ 6,000,000


 


SECOND LIEN FACILITY AGREEMENT


 


dated         
December 2004


 


between


 


GEOLOGISTICS LIMITED


 


and


 


CITIGROUP GLOBAL MARKETS INC. and BEAR,
STEARNS & CO. INC.
as
joint lead arrangers and joint book running managers


 


and


 


CITICORP NORTH AMERICA, INC.
as
administrative agent


 


and


 


BEAR STEARNS CORPORATE LENDING INC.
as
syndication agent


 


 


WEIL,
GOTSHAL & MANGES


 


One South
Place   London   EC2M 2WG


Tel: +44 (0)
20 7903 1000   Fax: +44 (0) 20 7903 0990


 


www.weil.com


 





















 


TABLE OF
CONTENTS


 


	
  1

  	
  DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  THE FACILITY

  	
  20

  
	
   

  	
   

  	
   

  
	
  3

  	
  PURPOSE

  	
  21

  
	
   

  	
   

  	
   

  
	
  4

  	
  CONDITIONS OF UTILISATION

  	
  21

  
	
   

  	
   

  	
   

  
	
  5

  	
  UTILISATION

  	
  23

  
	
   

  	
   

  	
   

  
	
  6

  	
  REPAYMENT

  	
  24

  
	
   

  	
   

  	
   

  
	
  7

  	
  PREPAYMENT

  	
  24

  
	
   

  	
   

  	
   

  
	
  8

  	
  INTEREST

  	
  26

  
	
   

  	
   

  	
   

  
	
  9

  	
  INTEREST PERIODS

  	
  27

  
	
   

  	
   

  	
   

  
	
  10

  	
  CHANGES TO THE CALCULATION OF INTEREST

  	
  27

  
	
   

  	
   

  	
   

  
	
  11

  	
  FEES

  	
  29

  
	
   

  	
   

  	
   

  
	
  12

  	
  TAX GROSS UP AND INDEMNITIES

  	
  30

  
	
   

  	
   

  	
   

  
	
  13

  	
  INCREASED COSTS

  	
  33

  
	
   

  	
   

  	
   

  
	
  14

  	
  OTHER INDEMNITIES AND MITIGATION

  	
  34

  
	
   

  	
   

  	
   

  
	
  15

  	
  COSTS AND EXPENSES

  	
  36

  
	
   

  	
   

  	
   

  
	
  16

  	
  GUARANTEE AND INDEMNITY

  	
  37

  
	
   

  	
   

  	
   

  
	
  17

  	
  REPRESENTATIONS

  	
  40

  
	
   

  	
   

  	
   

  
	
  18

  	
  FINANCIAL COVENANTS

  	
  46

  
	
   

  	
   

  	
   

  
	
  19

  	
  GENERAL UNDERTAKINGS

  	
  47

  
	
   

  	
   

  	
   

  
	
  20

  	
  EVENTS OF DEFAULT

  	
  66

  
	
   

  	
   

  	
   

  
	
  21

  	
  CHANGES TO THE LENDERS

  	
  71

  
	
   

  	
   

  	
   

  
	
  22

  	
  CHANGES TO THE OBLIGORS

  	
  74

  
	
   

  	
   

  	
   

  
	
  23

  	
  ROLE OF THE AGENT AND THE ARRANGERS

  	
  75

  
	
   

  	
   

  	
   

  
	
  24

  	
  CONDUCT OF BUSINESS BY THE FINANCE PARTIES

  	
  80

  
	
   

  	
   

  	
   

  
	
  25

  	
  SHARING AMONG THE FINANCE PARTIES

  	
  81

  
	
   

  	
   

  	
   

  
	
  26

  	
  PAYMENT
  MECHANICS

  	
  83

  
	
   

  	
   

  	
   

  
	
  27

  	
  SET-OFF

  	
  85

  
	
   

  	
   

  	
   

  
	
  28

  	
  NOTICES

  	
  85

  
	
   

  	
   

  	
   

  
	
  29

  	
  CONFIDENTIALITY

  	
  88

  



 


i





















 


	
  30

  	
  CALCULATIONS AND CERTIFICATES

  	
  88

  
	
   

  	
   

  	
   

  
	
  31

  	
  PARTIAL INVALIDITY

  	
  88

  
	
   

  	
   

  	
   

  
	
  32

  	
  REMEDIES AND WAIVERS

  	
  88

  
	
   

  	
   

  	
   

  
	
  33

  	
  AMENDMENTS AND WAIVERS

  	
  88

  
	
   

  	
   

  	
   

  
	
  34

  	
  COUNTERPARTS

  	
  89

  
	
   

  	
   

  	
   

  
	
  35

  	
  GOVERNING LAW

  	
  90

  
	
   

  	
   

  	
   

  
	
  36

  	
  ENFORCEMENT

  	
  90

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1 THE ORIGINAL PARTIES

  	
  91

  
	
   

  	
   

  	
   

  
	
  Part I The Original Obligors

  	
  91

  
	
   

  	
   

  	
   

  
	
  Part II The Original Lenders

  	
  92

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 CONDITIONS PRECEDENT

  	
  93

  
	
   

  	
   

  	
   

  
	
  Part I Conditions Precedent to Initial
  Utilisation

  	
  93

  
	
   

  	
   

  	
   

  
	
  Conditions Precedent Required
  to be Delivered by an Additional Guarantor

  	
  95

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 REQUESTS

  	
  96

  
	
   

  	
   

  	
   

  
	
  Part I Utilisation Request

  	
  96

  
	
   

  	
   

  	
   

  
	
  Part II Selection Notice

  	
  97

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 MANDATORY COST
  FORMULA

  	
  98

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 FORM OF TRANSFER
  CERTIFICATE AND DEED OF ACCESSION TO THE SECURITY TRUST DEED

  	
  101

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 FORM OF ACCESSION
  DEED

  	
  103

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 FORM OF COMPLIANCE
  CERTIFICATE

  	
  104

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 8 TIMETABLES

  	
  105

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 9 PERMITTED HOLDERS

  	
  106

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 10 GROUP STRUCTURE
  CHART

  	
  107

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 11 LITIGATION

  	
  108

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 12 ENVIRONMENTAL

  	
  109

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 13 ERISA

  	
  110

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 14 INTELLECTUAL
  PROPERTY RIGHTS

  	
  111

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 15 RESTRICTED PERSONS

  	
  112

  



 


ii





















 


	
  SCHEDULE 16 DISPUTES

  	
  113

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 17 MATERIAL CONTRACTS

  	
  114

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 18 PERMITTED
  DISPOSALS

  	
  115

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 19 EXISTING SECURITY

  	
  116

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 20 EXISTING
  INDEBTEDNESS

  	
  117

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 21 EXISTING
  INTERCOMPANY INDEBTEDNESS

  	
  118

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 22 EXISTING
  INVESTMENTS

  	
  119

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 23 DEPOSIT ACCOUNT

  	
  120

  
	
   

  	
   

  	
   

  
	
  SIGNATORIES

  	
  121

  



 


iii





















 


THIS
AGREEMENT is dated 28 December 2004 and made between:


 


(1)                                 GEOLOGISTICS
LIMITED a company
registered in England and Wales with registration number 00112456 (the “Borrower”);


 


(2)                                 GEOLOGISTICS
CORPORATION, a
Delaware Corporation (“GLC”), and
those SUBSIDIARIES of GLC listed
in Part I of Schedule 1 as original guarantors (together with GLC, the “Original Guarantors”);


 


(3)                                 CITIGROUP GLOBAL
MARKETS INC. and BEAR STEARNS & CO. INC. each as joint
lead arrangers and joint book running managers (together the “Arrangers”);


 


(4)                                 THE FINANCIAL
INSTITUTIONS listed
in Part II of Schedule 1 as lenders (the “Original
Lenders”);


 


(5)                                 CITICORP NORTH
AMERICA INC. as
administrative agent of the other Finance Parties (the “Administrative  Agent”); and


 


(6)                                 BEAR STEARNS
CORPORATE LENDING INC. as syndication agent (the “Syndication
Agent” and together with the Administrative Agent, the “Agents”).


 


IT
IS AGREED as follows:


 


SECTION 1


 


INTERPRETATION


 


1                                         DEFINITIONS AND INTERPRETATION


 


1.1                               Definitions


 


In this
Agreement:


 


“Accession Deed” means a document
substantially in the form set out in Schedule 6 (Form of Accession Deed).


 


“Additional Cost Rate” has the meaning given
to it in Schedule 4 (Mandatory Cost formulae).


 


“Additional Guarantor” means a company which
becomes an Additional Guarantor in accordance with Clause 22 (Changes to the Obligors).


 


“Affiliate” means, with respect to any
person, any other person directly or indirectly controlling or that is
controlled by or is under common control with such person, each officer,
director, general partner or joint-venturer of such person, and each person
that is the beneficial owner of 10% or more of any class of voting Share
Capital of such person.  For the purposes
of this definition, “control”
means the possession of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership of voting
securities, by contract or otherwise.


 


1





















 


“Applicable GAAP” means either GAAP or US
GAAP, as the case may be, in accordance with which the audited financial
statements of the relevant person are prepared.


 


“Approved Fund” means any Fund that is
advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or Affiliate of an entity that administers or manages a Lender.


 


“Asia Pacific”  means GeoLogistics (Asia Pacific) Limited, a company
organised and existing under the law of the British Virgin Islands.


 


“Asset Sale” has the meaning specified in
Clause 19.6 (Sale of Assets, Consolidation,
Merger, Dissolution, Etc.).


 


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


 


“Available Facility” means the aggregate for
the time being of each Lender’s unutilised Commitment.


 


“Breach Amount” has the meaning given to the
term in Clause 20.1(c)(ii) (Events of
Default).


 


“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 a Loan or Unpaid Sum to the last day of the current Interest
Period in respect of that Loan or Unpaid Sum, had the principal amount or
Unpaid Sum received been paid on the last day of that Interest Period;


 


exceeds:


 


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


 


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


 


“Capital Lease” means, as applied to any
person, any lease of (or any agreement conveying the right to use) any property
(whether real, personal or mixed) by such person as lessee that, in accordance
with Applicable GAAP, is required to be reflected as a liability on the balance
sheet of such person.


 


“Cash Equivalent” means, at any time, each
of the following:


 


(a)                                  any evidence of indebtedness with a
maturity date of 90 days or less issued or directly and fully guaranteed or
insured by a member government of the Organisation for Economic Cooperation and
Development; provided, however,
that the full faith and credit of the that member government of the
Organisation for Economic Cooperation and Development is pledged in support
thereof;


 


2





















 


(b)                                  certificates of deposit or bankers’
acceptances with a maturity of 90 days or less of any financial institution
that is regulated by the Financial Services Authority or is a member of the
United States of America Federal Reserve System having combined capital and
surplus and undivided profits of not less than US$250,000,000;


 


(c)                                  commercial paper (including variable
rate demand notes) with a maturity of 90 days or less issued by a company or
corporation (except an Affiliate of any Restricted Person) organised under the
laws of England and Wales or any state of the United States of America or the
District of Columbia, United States of America and rated at least A-1 by
Standard & Poor’s or at least P-1 by Moody’s;


 


(d)                                  repurchase obligations with a term
of not more than 30 days for underlying securities of the types described in
paragraph (a) above entered into with any financial institution having
combined capital and surplus and undivided profits of not less than
US$250,000,000;


 


(e)                                  repurchase agreements and reverse
repurchase agreements relating to marketable direct obligations issued or
unconditionally guaranteed by a member government of the Organisation for
Economic Cooperation and Development or issued by any governmental agency of a
member government of the Organisation for Economic Cooperation and Development
and backed by the full faith and credit by a member government of the
Organisation for Economic Cooperation and Development, in each case maturing
within 90 days or less from the date of acquisition; provided, however, in the case of repurchase agreements and
reverse repurchase agreements relating to marketable direct obligations issued
or unconditionally guaranteed by the United States of America that the terms of
such agreements comply with the guidelines set forth in the Federal Financial
Agreements of Depository Institutions with Securities Dealers and Others, as
adopted by the Comptroller of the Currency on October 31, 1985; and


 


(f)                                    investments in money market funds
and mutual funds which invest substantially all of their assets in securities
of the types described in paragraphs (a) through (e) above.


 


“Change of Control” means (a) the
acquisition by any person or group (as such term is used in Section 13(d)(3) of
the United States of America Securities Exchange Act of 1934 (as amended)),
except for one or more Questor Funds, of beneficial ownership, directly or
indirectly, of 50% or more of the voting power of the total outstanding voting
Share Capital of GLC or (b) the failure of GLC to own beneficially, directly or
indirectly, 100% of the voting power of the total outstanding voting Share
Capital of the Borrower or any other Obligor (other than GLC).


 


“Closing Date” means the date on which the
first Utilisation is made.


 


“Commitment” means:


 


(a)                                  in relation to an Original Lender,
the amount set opposite its name under the heading “Commitment” in Part II of
Schedule 1 (The Original Lenders)
and the amount of any other Commitment transferred to it under this Agreement;
and


 


(b)                                  in relation to any other Lender, the
amount of any Commitment transferred to it under this Agreement,


 


3





















 


to the extent
not cancelled, reduced or transferred by it under this Agreement.


 


“Debenture” means the debenture dated on or
about the date hereof between the Borrower and the Security Trustee for and on
behalf of the Finance Parties.


 


“Debt Issuance” means the incurrence by GLC
or any of its Subsidiaries of indebtedness for borrowed money or of any other
obligation evidenced by bonds, notes, debentures or similar instruments,
excluding, any indebtedness permitted pursuant to Clauses 19.8 (Indebtedness) (a), (b), (c), (d), (f),
(g), (h) and (i) and excluding, in the case of Clause 19.8 (e) and to the
extent of any Breach Amount, any credit support provided pursuant to Clause
20.1(c)(ii).


 


“Default” means any event that, with the
passing of time or the giving of notice or both, would become an Event of
Default.


 


“Default Interest Rate” has the meaning
given to the term in Clause 8.3(a) (Default
Interest).


 


“Deposit Account Control Agreement” means an
agreement in writing, in form and substance satisfactory to each Agent, by and
among the Administrative Agent, each US Loan Party and any bank at which any
deposit account of such US Loan Party is at any time maintained.


 


“EBITDA” means, with respect to any person
(on an unconsolidated basis for each component hereof), with respect to any
period, an amount equal to the sum of the following:  (a) the Net Income of such person for such
period determined in accordance with US GAAP, plus
(b) depreciation, amortisation and other non-cash charges (including, but not
limited to, imputed interest, write down of goodwill and deferred compensation)
of such person for such period (to the extent deducted in the computation of
Net Income), all in accordance with US GAAP, plus
(c) Interest Expense of such person for such period (to the extent deducted in
the computation of Net Income), and plus
(d) the Provision for Taxes for such period (to the extent deducted in the
computation of Net Income).


 


“Eligible Assignee” means (a) a Lender or
any Affiliate of such Lender, (b) a commercial bank having total assets in
excess of $5,000,000,000, (c) a finance company, insurance company or any other
financial institution or fund, in each case reasonably acceptable to the Administrative
Agent and regularly engaged in making, purchasing or investing in loans and
having a net worth, determined in accordance with GAAP, in excess of
$250,000,000 or, to the extent net worth is less than such amount, a finance
company, insurance company, other financial institution or fund, reasonably
acceptable to the Administrative Agent or (d) a savings and loan association or
savings bank organized under the laws of the United States or any state thereof
having a net worth, determined in accordance with GAAP, in excess of
$250,000,000.


 


“Environmental Laws” means all laws, rules,
regulations, ordinances, and consent decrees relating to health, safety,
hazardous substances, pollution and environmental matters, as now or at any
time hereafter in effect, applicable to any Restricted Person’s business and
facilities (whether or not owned by it), including laws relating to emissions,
discharges, releases or threatened releases of pollutants, contamination,
chemicals, or hazardous, toxic or dangerous substances, materials or wastes
into the environment (including, without limitation, ambient air, surface
water, ground water, land surface or subsurface strata) or otherwise relating
to the generation, manufacture, processing, distribution, use, treatment, storage,
disposal, transport


 


4





















 


or handling of
pollutants, contaminants, chemicals, or hazardous, toxic or dangerous
substances, materials or wastes.


 


“Equity Issuance” means the issue or sale of
any Share Capital of (i) GLC to any person other than the Permitted Holders and
(ii) in the case the Share Capital of any Subsidiary of GLC, to any person
other than GLC and its Subsidiaries.


 


“ERISA” means the United States of America
Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate” means any person required
to be aggregated with any Restricted Person under Sections 414(b), 414(c),
414(m) or 414(o) of the United States of America Internal Revenue Code of 1986,
as currently amended.


 


“ERISA Event” means (a) any “reportable
event”, as defined in Section 4043 of ERISA or the regulations issued
thereunder, with respect to a Plan or Multiemployer Plan; (b) the adoption of
any amendment to a Plan or Multiemployer Plan that would require the provision
of security pursuant to Section 401(a)(29) of the United States of America
Internal Revenue Code of 1986 or Section 307 of ERISA; (c) the existence with
respect to any Plan or Multiemployer Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the United States of America Internal
Revenue Code of 1986 or Section 302 of ERISA), whether or not waived; (d) the
filing pursuant to Section 412 of the United States of America Internal Revenue
Code of 1986 or Section 303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan or Multiemployer Plan; (e)
the occurrence of a non-exempt “prohibited transaction” with respect to which
any Restricted Person is a “disqualified person” (within the meaning of Section
4975 of the United States of America Internal Revenue Code of 1986) or with
respect to which any Restricted Person could otherwise be liable; (f) a
complete or partial withdrawal by any Restricted Person or any ERISA Affiliate
from a Multiemployer Plan or a cessation of operations which is treated as such
a withdrawal or notification that a Multiemployer Plan is in reorganisation;
(g) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Section 4041 or 4041A of ERISA, or the
commencement of proceedings by the United States Pension Benefit Guaranty
Corporation to terminate a Plan or Multiemployer Plan; (h) an event or
condition which might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Plan or Multiemployer Plan; (i) the imposition of any
liability under Title IV of ERISA, other than the United States Pension Benefit
Guaranty Corporation premiums due but not delinquent under Section 4007 of
ERISA, upon any Restricted Person or any ERISA Affiliate; and (j) any other
event or condition with respect to a Plan or Multiemployer Plan including any
Plan or Multiemployer Plan subject to Title IV of ERISA maintained, or contributed
to, by any ERISA Affiliate that could reasonably be expected to result in
liability of any Restricted Person in excess of US$500,000 (other than
liabilities for routine funding of benefits).


 


“Event of Default” has the
meaning specified in Clause 20.1 (Events of
Default).


 


“Expo” means GeoLogistics Expo Services,
LLC, a Georgia limited liability company.


 


“Facility” means the term loan facility made
available under this Agreement as described in Clause 2 (The Facility).


 


5





















 


“Facility Office” means the office or
offices notified by a Lender to the Administrative Agent in writing on or
before the date it becomes a Lender (or, following that date, by not less than
five Business Days’ written notice) as the office or offices through which it
will perform its obligations under this Agreement.


 


“Fee Letter” means the fee letter, dated 8
November, 2004, addressed to GLC from the Agents and the Arrangers and accepted
by GLC on 8 November, 2004, with respect to certain fees, expenses and other
amounts to be paid from time to time to the Agents and the Arrangers.


 


“Final Maturity Date” means the earlier of
(a) the 547th day after the Closing Date and (b) the earliest
of the final maturities of the US Senior Facility and the UK Senior Facility
(whether scheduled, by acceleration of otherwise).


 


“Finance Document” means this Agreement, the
UK Intercreditor Agreement, any Fee Letter, any Accession Deed, the Debenture,
the Intermediate Holding Companies Debenture, the Share Mortgage, the Security
Trust Deed and any other document designated as such by each of the Agents and
the Borrower.


 


“Finance Party” means the Administrative
Agent, an Arranger, the Syndication Agent or a Lender.


 


“Fund” means any person (other than a
natural person) that is or will be engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its business.


 


“GAAP” means generally accepted accounting
principles in the United Kingdom as in effect from time to time.


 


“GIFL” means GeoLogistics International
Finance Ltd., a limited liability company organised under the laws of Ireland.


 


“GIFL US Intercompany Obligations” means any
loan or advance from any US Loan Party to GIFL, together with any interest
thereon and any guaranties thereof by any Obligor pursuant to this Agreement.


 


“GLA” means GeoLogistics Americas, Inc., a
Delaware corporation.


 


“GLC” means GeoLogistics Corporation, a
Delaware corporation.


 


“Governmental Authority” means any nation or
government, any state, province, or other political subdivision thereof, any
central bank (or similar monetary or regulatory authority) thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through Share Capital ownership or otherwise, by any of
the foregoing.


 


“Grantor Parties” means each of the
Restricted Persons other than the Subsidiaries of Holdings Bermuda.


 


“Guarantor” means an Original Guarantor or
an Additional Guarantor.


 


6





















 


“Hedging Contracts” means all Interest Rate
Contracts, foreign exchange contracts, currency swap or option agreements,
forward contracts, commodity swap, purchase or option agreements, other
commodity price hedging arrangements and all other similar agreements or
arrangements designed to alter the risks of any person arising from
fluctuations in interest rates, currency values or commodity prices.


 


“Holdings Bermuda” means GeoLogistics
(Holdings) Bermuda Limited, a company organised and existing under the law of
Bermuda.


 


“Holding Company” means, in relation to a
company or corporation, any other company or corporation in respect of which it
is a Subsidiary.


 


“Intellectual Property” means, in each case
whether now owned and hereafter arising or acquired, all patents, patent
rights, patent applications, copyrights, works which are the subject matter of
copyrights, copyright registrations, trademarks, trade names, trade styles,
trademark and service mark applications, and licenses and rights to use any of
the foregoing; all extensions, renewals, reissues, divisions, continuations,
and continuations-in-part of any of the foregoing; all rights to sue for past,
present and future infringement of any of the foregoing; inventions, trade
secrets, formulae, processes, compounds, drawings, designs, blueprints,
surveys, reports, manuals, and operating standards; goodwill (including any
goodwill associated with any trademark or the license of any trademark);
customer and other lists in whatever form maintained; and trade secret rights,
copyright rights, rights in works of authorship, domain names and domain name
registrations; software and contract rights relating to software, in whatever
form created or maintained.


 


“Intercreditor Agreements” means the UK
Intercreditor Agreement and the US Intercreditor Agreement.


 


“Interest Expense” means, for any period,
with respect to any person and its Subsidiaries, all of the following as
determined in accordance with GAAP, total interest expense, whether paid or
accrued (including the interest component of Capital Leases for such period),
including all bank fees, commissions, discounts and other fees and charges owed
with respect to letters of credit, banker’s acceptances or similar instruments,
but excluding (a) amortisation of discount and amortisation of deferred
financing fees and closing costs paid in cash in connection with the
transactions contemplated by this Agreement and the US Second Lien Credit
Agreement, (i) interest paid in property other than cash and (b) any other
interest expense not payable in cash.


 


“Interest Period” means, in relation to a
Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an
Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).


 


“Interest Rate Contracts” means all interest
rate swap agreements, interest rate cap agreements, interest rate collar
agreements and interest rate insurance.


 


“Intermediate Holding Company” means each
person (a) in which, directly or indirectly GLC owns Share Capital and (b) that
owns directly or indirectly any Share Capital of Asia Pacific, beneficially or
otherwise.


 


7





















 


“Intermediate Holding Companies Debenture”
means the debenture dated on or about the date hereof among certain of the
Intermediate Holding Companies and the Security Trustee for and on behalf of
the Finance Parties.


 


“International Management” means
GeoLogistics International Management (Bermuda) Limited.


 


“Inventory” means all of each Restricted
Person’s now owned and hereafter existing or acquired goods, whenever located,
which (a) are leased by such Restricted Person as lessor, (b) are held by such
Restricted Person for sale or lease or to be furnished under a contract of
service, (c) are furnished by such Restricted Person under a contract of
service or (d) consist of raw materials, work in process, finished goods or
materials used or consumed in its business.


 


“Lender” means:


 


(a)                                  any Original Lender; and


 


(b)                                  any bank, financial institution,
trust, fund or other entity which has become a Party in accordance with Clause
21 (Changes to the Lenders),


 


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


 


“LIBOR” means, in relation to any Loan:


 


(a)                                  the applicable Screen Rate; or


 


(b)                                  (if no Screen Rate is available for
dollars for the Interest Period of that Loan) the arithmetic mean of the rates
(rounded upwards to four decimal places) as supplied to the Administrative
Agent at its request quoted by the Reference Bank to leading banks in the
London interbank market,


 


as of the
Specified Time on the Quotation Day for the offering of deposits in dollars and
for a period comparable to the Interest Period for that Loan.


 


“LIW” means LIW Holdings Corp., a Delaware
corporation.


 


“Loan” means a loan made or to be made under
the Facility or the principal amount outstanding for the time being of that
loan.


 


“Majority Lenders” means:


 


(a)                                  prior to any Loans then outstanding,
a Lender or Lenders whose Commitments aggregate more than 50% of the Total
Commitments (or, if the Total Commitments have been reduced to zero, aggregated
more than 50% of the Total Commitments immediately prior to the reduction); or


 


(b)                                  on and after the first time any
Loans are outstanding, a Lender or Lenders whose participations in the Loans
then outstanding aggregate more than 50% of all the Loans then outstanding.


 


8





















 


“Mandatory Cost” means the percentage rate
per annum calculated by the Administrative Agent in accordance with Schedule 4
(Mandatory Cost formula).


 


“Margin” means:


 


(a)                                  during the period commencing on the
Closing Date and ending on the date that is 270 days after the Closing Date,
6.50 per cent. per annum;


 


(b)                                  during the period commencing 271
days after the Closing Date and ending on the date that is 450 days after the
Closing Date, 8.50 per cent. per annum; and


 


(c)                                  during the period commencing 451
days after the Closing Date until on or before the Final Maturity Date, 10.50
per cent. per annum.


 


“Material Contract” means (a) any contract
or other agreement (other than the Finance Documents), written or oral, of any
Restricted Person involving monetary liability of or to any person in an amount
in excess of US$1,000,000 in any fiscal year, or US$500,000 in the fiscal year
in which the Final Maturity Date occurs and (b) any other contract or other
agreement (other than the Finance Documents), whether written or oral, to which
any Restricted Person is a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto would have a material
adverse effect on the business, assets, condition (financial or otherwise) or
results of operations or prospects of such Restricted Person or the validity or
enforceability of this Agreement, any of the other Finance Documents, or any of
the rights and remedies of the Agents hereunder or thereunder.


 


“MIL” means Matrix International Logistics,
Inc., a Delaware Corporation.


 


“Month” means a period starting on one day
in a calendar month and ending on the numerically corresponding day in the next
calendar month, except that:


 


(a)                                  (subject to paragraph (c) below) if
the numerically corresponding day is not a Business Day, that period shall end
on the next Business Day in that calendar month in which that period is to end
if there is one, or if there is not, on the immediately preceding Business Day;


 


(b)                                  if there is no numerically
corresponding day in the calendar month in which that period is to end, that
period shall end on the last Business Day in that calendar month; and


 


(c)                                  if an Interest Period begins on the
last Business Day of a calendar month, that Interest Period shall end on the
last Business Day in the calendar month in which that Interest Period is to
end.


 


The above
rules will only apply to the first and last Month of any period.


 


“Multiemployer Plan” means a “multi-employer
plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time
during the current plan year or the immediately preceding 6 plan years
contributed to by any US Obligor or any ERISA Affiliate.


 


“Net Cash Proceeds” means proceeds received
by any US Loan Party after the Closing Date in cash or Cash Equivalents from
any of the following (a) any Property Loss Event or Asset Sale, other than
an Asset Sale permitted by paragraphs (a)(iii)(A), (B), (C), (D), (E), (F),
(G),


 


9





















 


(H), (I) or
(J) of Clause 19.6 (Sale of Assets,
Consolidation, Merger, Dissolution, Etc.) hereof, net of
(i) the reasonable cash costs of sale, collection, assignment or other
disposition, (ii) taxes paid or reasonably estimated to be payable as a
result thereof and (iii) any amount required to be paid or prepaid on
indebtedness (other than any of the amounts outstanding under the Finance
Documents) secured by the assets subject to such Asset Sale; provided,
however, that  evidence
of each of (i), (ii), and (iii) above is provided to each
of the Agents in form and substance satisfactory to each of them,
(b) (i) any Equity Issuance (other than any such Share Capital
issuance by GLC occurring in the ordinary course of business to any director,
member of the management or employee of GLC or its Subsidiaries) or
(ii) any Debt Issuance, in each case net of brokers’ and advisors’ fees
and other costs incurred in connection with such transaction; provided,
however, that in the case of this paragraph (b),  evidence of such costs is provided to the
Administrative Agent in form and substance satisfactory to each Agent.


 


“Net Income” means, with respect to any
person, for any period, the aggregate of the net income (loss) of such person and
its Subsidiaries, on a consolidated basis, for such period (excluding to the
extent included therein any extraordinary or one-time gains or losses) after
deducting all charges which should be deducted before arriving at the net
income (loss) for such period and after deducting the Provision for Taxes for
such period, all as determined in accordance with US GAAP; provided, however, that the effect of any
change in accounting principles adopted by such person or its Subsidiaries
after the date hereof shall be excluded. 
For the purpose of this definition, net income excludes any gain or
loss, together with any related Provision for Taxes for such gain or loss
realised upon the sale or other disposition of any assets that are not sold in
the ordinary course of business (including, without limitation, dispositions
pursuant to sale and leaseback transactions), or of any Share Capital of such
person or a Subsidiary of such person and any net income realised as a result
of changes in accounting principles or the application thereof to such person.


 


“Obligations” means the Loan and all other
amounts, obligations, covenants and duties owing by the Borrower to either
Agent, any Lender, any Affiliate of any of them or any Indemnitee (as defined
in Clause 16 (Guarantee and Indemnity)),
of every type and description (whether by reason of an extension of credit,
opening or amendment of a letter of credit or payment of any draft drawn or
other payment thereunder, loan, guarantee, indemnification, foreign exchange or
currency swap transaction, interest rate hedging transaction or otherwise),
present or future, arising under this Agreement or any other Finance Document,
whether direct or indirect (including those acquired by assignment), absolute
or contingent, due or to become due, now existing or hereafter arising and
however acquired and whether or not evidenced by any note, guarantee or other
instrument or for the payment of money, including all letter of credit, cash
management and other fees, interest, charges, expenses, attorneys’ fees and
disbursements and other sums chargeable to the Borrower under this Agreement or
any other Finance Document.


 


“Obligor” means the Borrower or a Guarantor.


 


“Original Guarantor” means those Guarantors
as at the date of this Agreement as referenced in the recitals to this
Agreement.


 


“Original Obligor” means the Borrower or an
Original Guarantor.


 


“Other Restricted Person” means any
Subsidiary of Holdings Bermuda.


 


10





















 


“Party” means a party to this Agreement.


 


“Permitted European Consolidation”  means the sale by GLC and LEP Holdings
GmbH of their interests in GeoLogistics SarL (Italy) to GeoLogistics GmbH
(Germany).


 


“Permitted Holder” means the persons listed
on Schedule 9 (Permitted Holders)
and their respective successors.


 


“Permitted Holder Share Capital” means the
preferred share capital of GLC issued to the Questor Funds upon conversion of
convertible debt owed to the Questor Funds in an aggregate principal amount of
not more than $25,781,219.62 plus any unpaid interest accrued to such principal
(which, on the date of such issuance equalled $710,415.84).


 


“Permitted Liquidation”  means the liquidation of (a) any US Group
Member into any other US Group Member or GLC, (b) any Intermediate Holding
Company (other than Holdings Bermuda or International Management) into any
other Intermediate Holding Company or GLC, (c) any UK Group Member other than
the Borrower into another UK Group Member or the Borrower, or (d) any Other
Restricted Person (other than Asia Pacific) into any Other Restricted Person; provided, however, that, in order to
qualify as a Permitted Liquidation, each Restricted Person shall have complied
with Clause 19.22 (Further Assurances)
to the satisfaction of each Agent prior to the consummation of the liquidation
and after giving effect thereto.


 


“Permitted Sale”  means any sale, assignment, lease, transfer or other
disposition of any assets of GLC or its Subsidiaries out of the ordinary course
of business in an aggregate amount not exceeding US$3,000,000 per fiscal year
(or US$1,500,000 for the fiscal year in which the Final Maturity Date occurs)
for all such sales, assignments, acquisitions or dispositions made by GLC or
any of its Subsidiaries.


 


“Permitted Subsidiaries”  means any wholly-owned subsidiary of any
US Group Member, UK Group Member or any Other Restricted Person; provided, however, that in the case of any
such US Group Member or UK Group Member, such US Group Member or UK Group
Member shall have complied (and caused such subsidiary to comply) with Clause
19.22 (Further Assurances) to the
satisfaction of each Agent.


 


“Plan” means an employee benefit plan (as
defined in Section 3(3) of ERISA) which any Restricted Person or any ERISA
Affiliate sponsors, maintains, or to which it makes, is making, or is obligated
to make contributions, other than a Multiemployer Plan.


 


“Property Loss Event” means (a) any
loss of or damage to property of any Obligor or any Subsidiary of any Obligor
that results in the receipt by such person of proceeds of insurance in excess
of US$500,000 (individually or in the aggregate) or (b) any taking of
property of any Obligor or any Subsidiary of any Obligor that results in the
receipt by such person of a compensation payment in respect thereof in excess
of US$500,000 (individually or in the aggregate).


 


“Provision for Taxes” means, with respect to
any person, for any period, an amount equal to all taxes imposed on or measured
by net income, whether foreign or domestic, that are paid or payable by such person
and its Subsidiaries in respect of such period on a consolidated basis in
accordance with GAAP.


 


11





















 


“Qualifying Lender” has the meaning given to
it in Clause 12 (Tax gross-up and
indemnities).


 


“Questor Funds”  means the persons identified on Schedule 9 (Permitted Holders) and their respective
successors.


 


“Quotation Day” means, in relation to any
period for which an interest rate is to be determined, two Business Days before
the first day of that period unless market practice differs in the Relevant
Interbank Market in which case the Quotation Day will be determined by the
Administrative 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 Day will be
the last of those days).


 


“Records” means all of each Restricted
Person’s present and future books of account of every kind or nature, purchase
and sale agreements, invoices, ledger cards, bills of lading and other shipping
evidence, statements, correspondence, memoranda, credit files and other data
relating to the Security created pursuant to the Finance Documents or any
account debtor, together with the tapes, disks, diskettes and other data and
software storage media and devices, file cabinets or containers in or on which
the foregoing are stored (including any rights of such Restricted Person with
respect to the foregoing maintained with or by any other person).


 


“Reference Bank” means the principal London
office of Citibank NA, London  or
such other bank or banks as may be appointed by the Agents in consultation with
the Borrower.


 


“Relevant Interbank Market” means the London
interbank market.


 


“Repeating Representations” means each of
the representations set out in Clause 17 (Representations).


 


“Restricted Person” means each of the
following: (a) GLC, (b) each US Group Member and each Subsidiary of each US
Group Member, (c) each Intermediate Holding Company, (d) each UK Group Member
and (e) each Subsidiary of Holdings Bermuda.


 


“Restricted Persons Sale and Investment Amount”  means the sum of the following:


 


(a)                                  the aggregate outstanding principal
amount of loans and advances made by any Restricted Person to any Subsidiary of
GLC in reliance on Clause 19.9(g)(v) (Loans,
Investments, Etc.) together with the aggregate outstanding principal
amount of any such loans and advances made by such Restricted Person after 31
October 2004 and on or before the date hereof;


 


(b)                                  the aggregate maximum amount for
which Restricted Persons could be liable in connection with any assumptions by
such Restricted Person’s reimbursement obligations of any Subsidiary of GLC (if
the related letters of credit are fully drawn) made in reliance on Clause
19.9(g)(v) (Loans, Investments, Etc.)
together with the aggregate maximum amount of such assumption of reimbursement
obligations assumed by such Restricted Person after 31 October 2004 and on or
before the date hereof;


 


(c)                                  the aggregate maximum amount any
Restricted Person could be liable under any guarantees for the benefit of any
Subsidiary of GLC made in reliance on Clause


 


12





















 


19.9(g)(v) (Loans, Investments, Etc.)
together with the aggregate maximum amount of such guarantees made by such
Restricted Person after 31 October 2004 and on or before the date hereof;


 


(d)                                  the aggregate capital contributions
made by any Restricted Person to any Subsidiary of GLC pursuant to Clause
19.9(g)(v) (Loans, Investments, Etc.)
together with the aggregate amount of such capital contributions made by such
Restricted Person after 31 October 2004 and on or before the date hereof; and


 


(e)                                  the fair market value of all assets
transferred in Asset Sales made in reliance on Clause 19.6(a)(iii)(G) (Sale of Assets, Consolidation, Merger, Dissolution,
Etc.) together with the fair market value of all such assets
transferred in Asset Sales made after 31 October 2004 and on or before the date
hereof.


 


“Screen Rate” means the British Bankers’
Association Interest Settlement Rate for dollars for the relevant period,
displayed on the appropriate page of the Reuters screen.  If the agreed page is replaced or service
ceases to be available, the Administrative Agent may specify another page or
service displaying the appropriate rate after consultation with the Borrower
and the Lenders.


 


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


 


“Security Trust Deed” means a security trust
deed dated on or about the date hereof between, amongst others, the
Administrative Agent and the other Finance Parties.


 


“Selection Notice” means a notice
substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause
9 (Interest Periods).


 


“Share Capital” means, with respect to any
person, any and all shares, interests, participations or other equivalents
(however designated) of such person’s share capital, partnership interests or
limited liability company interests at any time outstanding, and any and all
rights, warrants or options exchangeable for or convertible into such share
capital or other interests (but excluding any debt security that is
exchangeable for or convertible into such share capital).


 


“Share Mortgage” means the mortgage in
respect of shares held by the UK Borrower’s Parent in the Borrower.


 


“Solvent” means , with respect to any person
as of any date of determination, that, as of such date, (a) the value of
the assets of such person (both at fair value and present fair saleable value)
is greater than the total amount of liabilities (including contingent and
unliquidated liabilities) of such person, (b) such person is able to pay
all liabilities of such person as such liabilities mature and (c) such
person does not have unreasonably small capital.  In computing the amount of contingent or
unliquidated liabilities at any time, such liabilities shall be computed at the
amount that, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.


 


“Specified Time” means a time determined in
accordance with Schedule 8 (Timetables).


 


13





















 


“Subsidiary” means, with respect to any
person, any corporation, limited or general partnership, limited liability
company, trust, association or other business entity of which more than 50% of
the voting Share Capital or other voting equity interests (in the case of a
business entity other than a corporation) is owned or controlled directly or
indirectly by such person, or one or more Subsidiaries of such person, or a
combination thereof.


 


“Tangible Net Worth” means with respect to
any person (on an unconsolidated basis), at any time, in accordance with US
GAAP (except as otherwise specifically set forth below), the amount equal to
the sum of the following: (a) the difference between (i) the aggregate net book
value of all assets of such person, calculating the book value of inventory for
this purpose on a first-in-first-out basis, after excluding from such assets
all goodwill, capitalised financing costs and other assets deemed intangible
under US GAAP, and after deducting from such book values all appropriate
reserves in accordance with US GAAP (including any reserves for doubtful
receivables, obsolescence, depreciation or amortization) and (ii) the aggregate
amount of the indebtedness and other liabilities of such person (including tax
and other proper accruals), plus (b) indebtedness of such person which is
subordinated in right of payment to the full and final payment of all of the
amounts outstanding under the Finance Documents on terms and conditions acceptable
to the Lenders. For purposes of this definition, indebtedness and liabilities
shall not include preferred Share Capital, whether or not redeemable.


 


“Tax” means any tax, levy, impost, duty or
other charge or withholding of a similar nature (including any penalty or
interest payable in connection with any failure to pay or any delay in paying
any of the same).


 


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


 


“Total Commitments” means the aggregate of
the Commitments being US$6,000,000 at the date of this Agreement.


 


“Transfer Certificate” means a certificate
substantially in the form set out in Schedule 5 (Form of Transfer Certificate and Deed of Accession to the Security
Trustee Deed) or any other form agreed between each of the Agents
and the Borrower.


 


“Transfer Date” means, in relation to a
transfer, the later of:


 


(a)                                  the proposed Transfer Date specified
in the Transfer Certificate; and


 


(b)                                  the date on which the Administrative
Agent executes the Transfer Certificate.


 


“UK Borrower’s Parent” means GeoLogistics
International Management (Bermuda) Ltd.


 


“UK Group Member” means the Borrower and
each Subsidiary of the Borrower.


 


“UK Intercreditor Agreement” means the
intercreditor agreement, dated on or about the date hereof between, amongst others,
the Borrower, the Original Lenders and Burdale Financial Limited.


 


“UK Sale and Investment Amount” means the
sum of the following:


 


(a)                                  the aggregate outstanding principal
amount of loans and advances made by any UK Group Member to any Other Restricted
Person in reliance on Clause 19.9(g)(iv)


 


14





















 


(Loans, Investments, Etc.)
together with the aggregate outstanding principal amount of any such loans and
advances made by such UK Group Member after 31 October 2004 and on or before
the date hereof;


 


(b)                                  the aggregate maximum amount for
which any UK Group Member could be liable in connection with any of such UK
Group Member’s assumption of reimbursement obligations of any Other Restricted
Person (if the related letters of credit are fully drawn) in reliance on Clause
19.9(g)(iv) (Loans, Investments, Etc.)
together with the aggregate maximum amount of such assumption of reimbursement
obligations assumed by such UK Group Member after 31 October 2004 and on or before
the date hereof;


 


(c)                                  the aggregate maximum amount for
which any UK Group Member could be liable under any guarantees made for the
benefit of any Other Restricted Person in reliance on Clause 19.9(g)(iv) (Loans, Investments, Etc.) together with
the aggregate maximum amount of such guarantees made by Such UK Group Member
after 31 October 2004 and on or before the date hereof;


 


(d)                                  the aggregate amount of capital
contributions made by any UK Group Member to any Other Restricted Person in
reliance on Clause 19.9(g)(iv) (Loans,
Investments, Etc.) together with the aggregate amount of such
capital contributions made by such UK Group Member after 31 October 2004 and on
or before the date hereof;


 


(e)                                  the aggregate outstanding principal
amount of loans and advances made by any UK Group Member to GIFL in reliance on
Clause 19.9(k) (Loans, Investments, Etc.)
together with the aggregate outstanding principal amount of such loans and
advanced made by such UK Group Member after 31 October 2004 and on or before
the date hereof; and


 


(f)                                    the fair market value of all assets
transferred in Asset Sales made in reliance on Clause 19.6(a)(iii)(F) (Sale of Assets, Consolidation, Merger, Dissolution,
Etc.) together with the fair market value of all such assts
transferred in Asset Sales made after 31 October 2004 and on or before the date
hereof.


 


“UK Senior Finance Party” means any agent or
lender under any UK Senior Facility Document.


 


“UK Senior Credit Agreement” means the
facility agreement dated 31 March 2000 between the Borrower as borrower and
Burdale Financial Limited as the lender.


 


“UK Senior Facility” means the facility
established pursuant to, and governed by, the UK Senior Facility Documents.


 


“UK Senior Facility Documents” means,
collectively, the UK Senior Credit Agreement and each certificate, agreement or
document or instrument now or at any time hereafter executed and/or delivered
by any obligor under and pursuant to the UK Senior Credit Agreement.


 


“UK Senior Facility Termination Date” means
the date on which no collateral granted in connection with the UK Senior
Facility is any longer held as Security for the obligations owing by the
Borrower under the UK Senior Facility Documents.


 


15





















 


“US Intercreditor Agreement” means the
intercreditor agreement, dated on or about the date hereof among the
administrative agent under the US Second Lien Credit Agreement, each US Senior
Lender, the Borrower, and each other Grantor party thereto.


 


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


 


“Unrestricted Subsidiary” means each
Subsidiary of any Restricted Person that is not a Restricted Person.


 


“US Collateral Documents” means a security
agreement, a pledge agreement, each deposit account control agreement and each
other document executed and delivered by a US Loan Party pursuant to the US
Second Lien Credit Agreement.


 


“US GAAP” means generally accepted
accounting principles in the United States of America as in effect from time to
time set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and the
statements and pronouncements of the Financial Accounting Standards Board, or
in such other statements by such other entity as may be in general use by
significant segments of the accounting profession, that are applicable to the
circumstances as of the date of determination.


 


“US Group Member” means each US Loan Party
other than LIW and GLC.


 


“US Guarantor” means a person party to the
US Guaranty or otherwise guarantor of any US Secured Obligation.


 


“US
Guaranty” means the guaranty, in substantially the form of
Exhibit F (Form of Guaranty) of the US Second Lien Credit Agreement,
executed by the US Guarantors party thereto.


 


“US Loan Documents” means, collectively, the
US Second Lien Credit Agreement, the US Notes (if any), the US Guaranty, the US
Intercreditor Agreement, the Fee Letter, the US Collateral Documents and each
certificate, agreement or document or instrument now or at any time hereafter
executed and/or delivered by any US Loan Party to the administrative agent or
any lender under the US Second Lien Credit Agreement in connection with or
pursuant to any of the foregoing.


 


“US Loan Party” means each of GLC, each US
Guarantor and each other Subsidiary of GLC that executes and delivers a US Loan
Document and any guarantor, endorser, acceptor, surety or other person liable
on or with respect to the US Obligations or who is the owner of any property which
is security for the US Obligations.


 


“US Notes” means a promissory note of GLC
payable to the order of any lender under the US Second Lien Credit Agreement in
a principal amount equal to the amount of such lender’s loan to GLC under the
US Second Lien Credit Agreement evidencing the indebtedness of GLC to such
lender under the US Second Lien Credit Agreement resulting from such loan.


 


“US Obligations” means the loans and all
other amounts, obligations, covenants and duties owing by GLC to either of the Agents,
any lender, any affiliate of any of them or any indemnitee, in each case under
the US Second Lien Credit Agreement, of every type and description (whether by
reason of an extension of credit, opening or amendment of a letter of


 


16





















 


credit or
payment of any draft drawn or other payment thereunder, loan, guaranty,
indemnification, foreign exchange or currency swap transaction, interest rate
hedging transaction or otherwise), present or future, arising under the US
Second Lien Credit Agreement, any other US Loan Document, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising and however acquired and
whether or not evidenced by any note, guaranty or other instrument or for the
payment of money, including all letter of credit, cash management and other
fees, interest, charges, expenses, attorneys’ fees and disbursements and other
sums chargeable to GLC under the US Second Lien Credit Agreement or any other
US Loan Document.


 


“US Obligors” means any Obligor that is
incorporated and/or has a registered office or place of business (as the case
may be) in a state of the United States of America.


 


“US Second Lien Credit Agreement” means the
US$4,000,000 second lien credit agreement dated on or about the date hereof
between, amongst others, GLC as borrower, Citicorp North America, Inc. as the
administrative agent thereunder and Bear Stearns Corporate Lending Inc., as
syndication agent.


 


“US Secured Obligations” means, in the case
of GLC, the US Obligations, and, in the case of any other US Loan Party, the
obligations of such US Loan Party under the US Guaranty and the other US Loan
Documents to which it is a party.


 


“US Secured Party” means the lenders and the
administrative agent under the US Second Lien Credit Agreement and any other
holder of the US Secured Obligations.


 


“US Senior Borrowers” means, together, Expo,
MIL and GLA.


 


“US Senior Credit Agreement” means the amended
and restated loan and security agreement dated 7 November 2001 between the US
Senior Lender and the US Senior Borrowers.


 


“US Senior Facility” means the facility
established pursuant to, and governed by, the US Senior Facility Documents.


 


“US Senior Facility Documents” means,
collectively, the US Senior Credit Agreement and each certificate, agreement or
document or instrument now or at any time hereafter executed and/or delivered
by any Grantor Party or any Affiliate of any Grantor Party to the US Senior
Lender or any other US Senior Secured Party in connection with or pursuant to
any of the foregoing.


 


“US Senior Lender” means Congress Financial
Corporation (Western), a California corporation.


 


“US Senior Secured Party” means,
collectively, the US Senior Lender and each other holder of any amount
outstanding under the US Senior Facility.


 


“Utilisation” means a utilisation of the
Facility.


 


“Utilisation Date” means the date of a
Utilisation, being the date on which the relevant Loan is to be made.


 


17





















 


“Utilisation Request” means a notice
substantially in the form set out in Part I of Schedule 3 (Requests).


 


“VAT” means value added tax as provided for
in the Value Added Tax Act 1994 and any other tax of a similar nature.


 


“Voting Share Capital” means the Share
Capital of any person having ordinary power to vote in the election of members
of the board of directors, managers, trustees or other controlling persons, of
such person (irrespective of whether, at the time, Share Capital of any other
class or classes of such entity shall have or might have voting power by reason
of the occurrence of any contingency).


 


1.2                               Construction


 


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


 


(i)                                    the “Agents”, the “Arrangers”,
any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in
title, permitted assigns and permitted transferees;


 


(ii)                                “assets”
includes present and future properties, revenues and rights of every
description;


 


(iii)                            a “Finance
Document” or any other agreement or instrument is a reference to
that Finance Document or other agreement or instrument as amended or novated;


 


(iv)                               “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;


 


(v)                                   “including”
when used in any Finance Document means “including without limitation” except
when used in the computation of time periods;


 


(vi)                               a “person”
includes any person, firm, corporation, government, state or agency of a state
or any association, trust or partnership (whether or not having separate legal
personality) or two or more of the foregoing;


 


(vii)                           a “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;


 


(viii)                       a provision of law is a reference to
that provision as amended or re-enacted; and


 


(ix)                              a time of day is a reference to
London time.


 


(b)                                  Section, Clause and Schedule
headings are for ease of reference only.


 


18





















 


(c)                                  Unless a contrary indication
appears, a term used in any other Finance Document or in any notice given under
or in connection with any Finance Document has the same meaning in that Finance
Document or notice as in this Agreement.


 


(d)                                  A Default (other than an Event of
Default) is “continuing” if it has
not been remedied or waived and an Event of Default is “continuing” if it has not been waived;


 


(e)                                  US$ and/or dollar denotes the lawful
currency of the United States of America.


 


1.3                               Third party rights


 


(a)                                  Unless expressly provided to the
contrary in a Finance Document a person who is not a Party has no right under
the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy
the benefit of any term of this Agreement or any other Finance Document.


 


(b)                                  Notwithstanding any term of any
Finance Document the consent of any person who is not a Party is not required
to rescind or vary this Agreement at any time.


 


19





















 


SECTION 2


 


THE FACILITY


 


2                                         THE FACILITY


 


2.1                               The Facility


 


Subject to the
terms of this Agreement, the Lenders make available to the Borrower a dollar
term loan facility in an aggregate amount equal to the Total Commitments.


 


2.2                               Finance Parties’
rights and obligations


 


(a)                                  The obligations of each Finance
Party under the Finance Documents are several. 
Failure by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other Party under the Finance
Documents.  No Finance Party is
responsible for the obligations of any other Finance Party under the Finance
Documents.


 


(b)                                  The rights of each Finance Party
under or in connection with the Finance Documents are separate and independent
rights and any debt arising under the Finance Documents to a Finance Party from
an Obligor shall be a separate and independent debt.


 


(c)                                  A Finance Party may, except as
otherwise stated in the Finance Documents, separately enforce its rights under
the Finance Documents.


 


2.3                               “Know your
customer” checks


 


(a)                                  If:


 


(i)                                    the introduction of or any change in
(or in the interpretation, administration or application of) any law or
regulation made after the date of this Agreement;


 


(ii)                                any change (including without
limitation, any change in the composition of members of any Obligor) in the
status of an Obligor after the date of this Agreement; or


 


(iii)                            a proposed assignment or transfer by
a Lender of any of its rights and obligations under this Agreement to a party
that is not a Lender prior to such assignment or transfer,


 


obliges any Agent or any Lender (or, in the case of paragraph (iii)
above, any prospective new Lender) to comply with “know your customer” or
similar identification procedures in circumstances where the necessary
information is not already available to it, each Obligor shall promptly upon
the request of any Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the relevant
Agent (in the case of the Administrative Agent, for itself or on behalf of any
Lender) or any Lender (for itself or, in the case of the event described in
paragraph (iii) above, on behalf of any prospective new Lender) in order for
the relevant Agent, such Lender or, in the case of the event described in paragraph
(iii) above, any prospective new Lender to carry out and be satisfied it has


 


20





















 


complied with all necessary “know your customer” or other similar
checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.


 


(b)                                  Each Lender shall promptly upon the
request of an Agent supply, or procure the supply of, such documentation and
other evidence as is reasonably requested by the relevant Agent (for itself) in
order for it to carry out and be satisfied it has complied with all necessary
“know your customer” or other similar checks under all applicable laws and
regulations pursuant to the transactions contemplated in the Finance Documents.


 


(c)                                  The Borrower shall, by not less than
10 Business Days’ prior written notice notify each Agent (which, in the case of
the Administrative Agent, shall promptly notify the Lenders) of its intention
to request that one of the Subsidiaries becomes an Additional Guarantor
pursuant to Clause 22 (Changes to the
Obligors).


 


(d)                                  Following the giving of any notice
pursuant to paragraph (c) above, if the accession of such Additional Guarantor
obliges an Agent or any Lender to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, the Borrower shall promptly upon the request of
the relevant Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the relevant
Agent (in the case of the Administrative 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 relevant Agent or such Lender or any prospective new Lender to
carry out and be satisfied it has complied with the results of all necessary
“know your customer” or other similar checks under all applicable laws and
regulations pursuant to the accession of such Subsidiary to this Agreement as
an Additional Guarantor.


 


3                                         PURPOSE


 


3.1                               Purpose


 


The Borrower
shall apply all amounts borrowed by it under the Facility towards its working
capital requirements and/or general corporate purposes of it and its
Subsidiaries.


 


3.2                               Monitoring


 


No Finance
Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.


 


4                                         CONDITIONS OF UTILISATION


 


4.1                               Conditions
precedent


 


(a)                                  The Borrower may deliver the
Utilisation Request only if the Administrative Agent has received all of the
documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent to Initial Utilisation)
in form and substance satisfactory to each of the Agents.  The Agents shall notify the Borrower and the
Lenders promptly upon being so satisfied.


 


21





















 


(b)                                  The Lenders will only be obliged to
comply with Clause 5.4 (Lenders’
participation) if on the date of the Utilisation Request and on the
proposed Utilisation Date no Default is continuing or would result from the
Loan.


 


4.2                               Maximum number of
Loans


 


The Borrower
may not request that the Loan be divided.


 


22





















 


SECTION 3


 


UTILISATION


 


5                                         UTILISATION


 


5.1                               Delivery of the
Utilisation Request


 


The Borrower
may utilise the Facility by delivery to the Administrative Agent of one duly
completed Utilisation Request for the full amount of the Facility not later
than the Specified Time.


 


5.2                               Completion of the
Utilisation Request


 


(a)                                  The Utilisation Request is irrevocable
and will not be regarded as having been duly completed unless:


 


(i)                                    the proposed Utilisation Date is the
Closing Date;


 


(ii)                                the currency and amount of the
Utilisation comply with Clause 5.3 (Currency
and amount); and


 


(iii)                            the proposed Interest Period
complies with Clause 9 (Interest Periods).


 


(b)                                  Only one Utilisation may be
requested.


 


5.3                               Currency and amount


 


(a)                                  The currency specified in the
Utilisation Request must be dollars.


 


(b)                                  The amount of the proposed Loan must
be the Available Facility.


 


5.4                               Lenders’
participation


 


(a)                                  If the conditions set out in this
Agreement have been met, each Lender shall make available to the Administrative
Agent its participation in the Loan by the Utilisation Date through its
Facility Office.


 


(b)                                  The Administrative Agent shall
notify each Lender of the amount of the Loan and the amount of its
participation in that Loan by the Specified Time.


 


23





















 


SECTION 4


 


REPAYMENT AND PREPAYMENT


 


6                                         REPAYMENT


 


6.1                               Repayment of Loans


 


The Borrower
shall repay the entire unpaid principal amount of all outstanding Loans
together with all accrued but unpaid interest thereon on the Final Maturity
Date.


 


6.2                               Reborrowing


 


The Borrower
may not reborrow any part of the Facility which is repaid.


 


7                                         PREPAYMENT


 


7.1                               Illegality


 


If it becomes
unlawful in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan:


 


(a)                                  that Lender shall promptly notify
the Administrative Agent upon becoming aware of that event;


 


(b)                                  upon the Administrative Agent
notifying the Borrower, the Commitment of that Lender will be immediately
cancelled; and


 


(c)                                  the Borrower shall repay that
Lender’s participation in the Loans on the last Business Day of the Interest
Period occurring after the Administrative Agent has notified the Borrower or,
if earlier, the date specified by the Lender in the notice delivered to the
Administrative Agent (being no earlier than the last day of any applicable
grace period permitted by law).


 


7.2                               Mandatory
prepayment – disposals


 


Upon receipt
by GLC or any of its Subsidiaries of Net Cash Proceeds arising from (i) an
Asset Sale or Property Loss Event or (ii) from an Equity Issuance or Debt
Issuance, the Borrower shall immediately prepay the Loan in an amount equal to
100% of such Net Cash Proceeds except as otherwise provided by the
Intercreditor Agreements.


 


7.3                               Voluntary
prepayment of Loan


 


(a)                                  If the Borrower gives the
Administrative Agent not less than 3 Business Days’ (or such shorter period as
the Majority Lenders may agree) prior notice, the Borrower may prepay the whole
or any part of the Loan (but, if in part, being an amount that reduces the
amount of the Loan by a minimum amount of US$1,000,000 and an integral multiple
of US$500,000 or such lesser amount as may be outstanding).


 


24





















 


7.4                               Right of repayment
in relation to a single Lender


 


(a)                                  If:


 


(i)                                    any sum payable to any Lender by an
Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up);


 


(ii)                                any Lender claims indemnification
from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1. (Increased costs); or


 


(iii)                            any Lender notifies the Agent of its
Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula),


 


the Borrower may, whilst (in the case of paragraphs (i) and (ii) above)
the circumstance giving rise to the requirement or indemnification continues or
(in the case of paragraph (iii) above) that Additional Cost Rate is greater
than zero, give the Agent notice of its intention to procure the repayment of
that Lender’s participation in the Loans.


 


(b)                                  On receipt of a notice referred to
in paragraph (a) above, the Commitment of that Lender shall immediately be
reduced to zero.


 


(c)                                  On the last day of each Interest
Period which ends after the Borrower has given notice under paragraph (a) above
(or, if earlier, the date specified by the Borrower in that notice), the
Borrower shall repay that Lender’s participation in the Loans.


 


7.5                               Restrictions


 


(a)                                  Any notice of prepayment given by
any Party under this Clause 7 shall be irrevocable and, unless a contrary
indication appears in this Agreement, shall specify the date or dates upon which
the relevant prepayment is to be made and the amount of that prepayment.


 


(b)                                  Any prepayment under this Agreement
shall be made together with accrued interest on the amount prepaid and, subject
to any Break Costs, without premium or penalty.


 


(c)                                  The Borrower may not reborrow any
part of the Facility which is prepaid.


 


(d)                                  The Borrower shall not repay or
prepay all or any part of the Loan or cancel all or any part of the Commitments
except at the times and in the manner expressly provided for in this Agreement.


 


(e)                                  No amount of the Total Commitments
cancelled under this Agreement may be subsequently reinstated.


 


(f)                                    If the Administrative Agent receives
a notice under this Clause 7 it shall promptly forward a copy of that notice to
the relevant Lenders and/or the Borrower, as appropriate.


 


25





















 


SECTION 5


 


COSTS OF UTILISATION


 


8                                         INTEREST


 


8.1                               Calculation of
interest


 


The rate of
interest on the Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:


 


(a)                                  Margin;


 


(b)                                  LIBOR; and


 


(c)                                  Mandatory Cost, if any.


 


8.2                               Payment of interest


 


The Borrower
shall pay accrued interest on the Loan on the last day of each Interest Period
(and, if the Interest Period is longer than three Months, on the dates falling
at three Month intervals from the first day of such Interest Period).


 


8.3                               Default interest


 


(a)                                  Effective immediately upon the
occurrence of an Event of Default and for as long as such Event of Default
shall be continuing, the principal balance of the Loan and the amount of all
other Obligations then due and payable shall accrue interest on all outstanding
amounts under the Facility from the due date up to the date of actual payment
(both before and after judgment) at a rate (the “Default Interest Rate”) which, subject to paragraph (b) below,
is one per cent higher than the rate applicable to the Loan or other
Obligations from time to time.  Any
interest accruing under this Clause 8.3 shall be immediately payable by the
Obligor on demand to the Administrative Agent.


 


(b)                                  If any overdue amount consists of
all or part of the Loan which became due on a day which was not the last day of
an Interest Period:


 


(i)                                    the first Interest Period for that
overdue amount shall have a duration equal to the unexpired portion of the
current Interest Period; and


 


(ii)                                the rate of interest applying to the
overdue amount during that first Interest Period shall be one per cent. higher
than the rate which would have applied if the overdue amount had not become
due.


 


(c)                                  Default interest (if unpaid) arising
on the relevant amount will be compounded with that amount at the end of each
Interest Period applicable to that amount but will remain immediately due and
payable.


 


26





















 


8.4                               Notification of
Rate of Interest


 


The Administrative Agent shall promptly notify the Lenders and the
Borrower of the determination of a rate of interest under this Agreement.


 


9                                         INTEREST PERIODS


 


9.1                               Selection of
Interest Periods


 


(a)                                  The Borrower may select an Interest
Period for the Loan in the Utilisation Request for that Loan or (if the Loan
has already been borrowed) in a Selection Notice.


 


(b)                                  Each Selection Notice for the Loan
is irrevocable and must be delivered to the Administrative Agent by the
Borrower not later than the Specified Time.


 


(c)                                  If the Borrower fails to deliver a
Selection Notice to the Administrative Agent in accordance with paragraph (b)
above, the relevant Interest Period will, subject to this Clause 9.1 and Clause
9.2 (Changes to Interest Periods),
be one Month.


 


(d)                                  Subject to this Clause 9, the
Borrower may select for the Loan an Interest Period of one, two, three or six
Months or any other period agreed between the Borrower and the Administrative
Agent (acting on the instructions of all the Lenders).


 


(e)                                  An Interest Period for the Loan
shall not extend beyond the Final Maturity Date.


 


(f)                                    Each Interest Period for the Loan
shall start on the Utilisation Date or (if already made) on the last day of its
preceding Interest Period.


 


9.2                               Changes to Interest
Periods


 


The
Administrative Agent may change any Interest Period determined pursuant to
Clause 9.1(c) in compliance with Clause 9.1(e) and upon making such change, it
shall promptly give notice thereof to the Borrower and the Lenders.


 


9.3                               Non-Business Days


 


If an Interest
Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if
there is one) or the preceding Business Day (if there is not).


 


10                                  CHANGES TO THE CALCULATION OF INTEREST


 


10.1                        Absence of
quotations


 


Subject to
Clause 10.2 (Market disruption),
if LIBOR is to be determined by reference to the Reference Bank but a Reference
Bank does not supply a quotation by the Specified Time on the Quotation Day,
the applicable LIBOR shall be determined on the basis of the quotations of the
remaining Reference Bank.


 


27





















 


10.2                        Market disruption


 


(a)                                  If a Market Disruption Event occurs
in relation to the Loan for any Interest Period, then the rate of interest on
each Lender’s share of the Loan for the Interest Period shall be the rate per
annum which is the sum of:


 


(i)                                    the Margin;


 


(ii)                                the rate notified to the Administrative
Agent by that Lender as soon as practicable and in any event before interest is
due to be paid in respect of that Interest Period, to be that which expresses
as a percentage rate per annum the cost to that Lender of funding its
participation in that Loan from whatever source it may reasonably select; and


 


(iii)                            the Mandatory Cost, if any,
applicable to that Lender’s participation in the Loan.


 


(b)                                  In this Agreement “Market Disruption Event” means:


 


(i)                                    at or about noon on the Quotation
Day for the relevant Interest Period the Screen Rate is not available and the
Reference Bank does not supply a rate to the Administrative Agent to determine
LIBOR for dollars for the relevant Interest Period; or


 


(ii)                                before close of business in London
on the Quotation Day for the relevant Interest Period, the Administrative Agent
receives notifications from a Lender or Lenders (whose participations are at
least fifty per cent of the Loan) that the cost to it or them of obtaining
matching deposits in the Relevant Interbank Market would be in excess of LIBOR.


 


10.3                        Alternative basis
of interest or funding


 


(a)                                  If a Market Disruption Event occurs
and any of the Agents or the Borrower so requires, the Agents and the Borrower
shall enter into negotiations (for a period of not more than thirty days) with
a view to agreeing a substitute basis for determining the rate of interest.


 


(b)                                  Any alternative basis agreed
pursuant to paragraph (a) above shall, with the prior consent of all the
Lenders and the Borrower, be binding on all Parties.


 


10.4                        Break Costs


 


(a)                                  The Borrower shall, within three
Business Days of demand by a Finance Party, pay to that Finance Party its Break
Costs attributable to all or any part of the Loan or Unpaid Sum being paid by
that Borrower on a day other than the last day of an Interest Period for the
Loan or Unpaid Sum.


 


(b)                                  Each Lender shall, as soon as
reasonably practicable after a demand by the Administrative Agent, provide a
certificate confirming the amount of its Break Costs for any Interest Period in
which they accrue.


 


28





















 


11                                  FEES


 


GLC has agreed
to pay to the Agents and the Arrangers certain fees, expenses and other
amounts, the amount and dates of payment of all of which are embodied in the
Fee Letter.


 


29





















 


SECTION 6


 


ADDITIONAL PAYMENT OBLIGATIONS


 


12                                  TAX GROSS UP AND INDEMNITIES


 


12.1                        Definitions


 


In this Agreement:


 


“Protected Party” means a Finance Party
which is or will be subject to any liability, or required to make any payment,
for or on account of Tax in relation to a sum received or receivable (or any
sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document.


 


“Qualifying Lender” means a Lender which is
beneficially entitled to interest payable to that Lender in respect of an
advance under a Finance Document and is:


 


(i)                                    a Lender:


 


(A)                               which is a bank (as defined for the
purpose of section 349 of the Taxes Act) making an advance under a Finance
Document; or


 


(B)                               in respect of an advance made under
a Finance Document by a person that was a bank (as defined for the purpose of
section 349 of the Taxes Act) at the time that that advance was made,


 


                                                                                                and which is within the charge to
United Kingdom corporation tax as respects any payments of interest made in
respect of that advance; or


 


(ii)                                a Treaty Lender.


 


“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 under a Finance Document.


 


“Tax Payment” means either the increase in a
payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause
12.3 (Tax indemnity).


 


“Treaty Lender” means a Lender which:


 


(iii)                            is treated as a resident of a Treaty
State for the purposes of the Treaty; and


 


(iv)                               does not carry on a business in the
United Kingdom through a permanent establishment with which that Lender’s
participation in the Loan is effectively connected.


 


“Treaty State” means a jurisdiction having a
double taxation agreement (a “Treaty”)
with the United Kingdom which makes provision for full exemption from tax
imposed by the United Kingdom on interest.


 


30





















 


12.2                        Tax gross-up


 


(a)                                  Each Obligor shall make all payments
to be made by it without any Tax Deduction, unless a Tax Deduction is required
by law.


 


(b)                                  The Borrower shall promptly upon
becoming aware that either itself or another relevant Obligor must make a Tax
Deduction (or that there is any change in the rate or the basis of a Tax
Deduction)  notify the Administrative
Agent accordingly.   Similarly, a Lender
shall notify the Administrative Agent on becoming so aware in respect of a
payment payable to that Lender.  If the
Administrative Agent receives such notification from a Lender it shall notify
the Borrower and the relevant Obligor (as the case may be).


 


(c)                                  If a Tax Deduction is required by
law to be made by an Obligor, the amount of the payment due from that Obligor
shall be increased to an amount which (after making any Tax Deduction) leaves
an amount equal to the payment which would have been due if no Tax Deduction
had been required.


 


(d)                                  An Obligor is not required to make
an increased payment to a Lender under paragraph (c) above for a Tax Deduction
in respect of tax imposed by the United Kingdom from a payment of interest on a
Loan, if on the date on which the payment falls due:


 


(i)                                    the payment could have been made to
the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but
on that date that Lender is not or has ceased to be a Qualifying Lender other
than as a result of any change after the date it became a Lender under this
Agreement in (or in the interpretation, administration, or application of) any
law or Treaty, or any published practice or concession of any relevant taxing
authority; or


 


(ii)                                the relevant Lender is a Treaty
Lender and he Obligor making the payment is able to demonstrate that the
payment could have been made to the Lender without the Tax Deduction had that
Lender complied with its obligations under paragraph (g) below.


 


(e)                                  If an Obligor is required to make a
Tax Deduction, that Obligor shall make that Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and in
the minimum amount required by law.


 


(f)                                    Within thirty days of making either
a Tax Deduction or any payment required in connection with that Tax Deduction,
the Obligor making that Tax Deduction shall deliver to the Administrative Agent
for the Finance Party entitled to the payment evidence reasonably satisfactory
to that Finance Party that the Tax Deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing authority.


 


(g)                                 A Treaty Lender and each Obligor
which makes a payment to which that Treaty Lender is entitled shall co-operate
in completing any procedural formalities necessary for that Obligor to obtain
authorisation to make that payment without a Tax Deduction.


 


31





















 


12.3                        Tax indemnity


 


(a)                                  The Borrower shall (within three
Business Days of demand by the Administrative Agent) pay to a Protected Party
an amount equal to the loss, liability or cost which that Protected Party
determines will be or has been (directly or indirectly) suffered for or on
account of Tax by that Protected Party in respect of a Finance Document.


 


(b)                                  Paragraph (a) above shall not apply:


 


(i)                                    with respect to any Tax assessed on
a Finance Party:


 


(A)                               under the law of the jurisdiction in
which that Finance Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which that Finance Party is treated as resident for tax
purposes; or


 


(B)                               under the law of the jurisdiction in
which that Finance Party’s Facility Office is located in respect of amounts
received or receivable in that jurisdiction,


 


if that Tax is imposed on or calculated by reference to the net income
received or receivable (but not any sum deemed to be received or receivable) by
that Finance Party; or


 


(ii)                                to the extent a loss, liability or
cost:


 


(A)                               is compensated for by an increased
payment under Clause 12.2 (Tax gross-up); or


 


(B)                               would have been compensated for by
an increased payment under Clause 12.2 (Tax gross-up) but was not so
compensated solely because one of the exclusions in paragraph (d) of Clause
12.2 (Tax gross-up) applied.


 


(c)                                  A Protected Party making, or
intending to make a claim under paragraph (a) above shall promptly notify the
Administrative Agent of the event which will give, or has given, rise to the
claim, following which the Administrative Agent shall notify the Borrower.


 


(d)                                  A Protected Party shall, on
receiving a payment from an Obligor under this Clause 12.3, notify the
Administrative Agent.


 


12.4                        Tax Credit


 


If an Obligor
makes a Tax Payment and the relevant Finance Party determines that:


 


(a)                                  a Tax Credit is attributable either
to an increased payment of which that Tax Payment forms part, or to that Tax
Payment; and


 


(b)                                  that Finance Party has obtained, utilised
and retained that Tax Credit,


 


the Finance
Party shall pay an amount to the Obligor 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 required to be made by the Obligor.


 


32





















 


12.5                        Stamp taxes


 


The Borrower
shall pay and, within three Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of
any Finance Document.


 


12.6                        Value added tax


 


(a)                                  All amounts set out, or expressed to
be payable under a Finance Document by any Party to a Finance Party which (in
whole or in part) constitute the consideration for VAT purposes shall be deemed
to be exclusive of any VAT which is chargeable on such supply, and accordingly,
subject to paragraph (c) below, if VAT is chargeable on any supply made by any
Finance Party to any Party under a Finance Document, that Party shall pay to
the Finance Party (in addition to and at the same time as paying the
consideration) an amount equal to the amount of the VAT (and such Finance Party
shall promptly provide an appropriate VAT invoice to such Party).


 


(b)                                  If VAT is chargeable on any supply
made by any Finance Party (the “Supplier”)
to any other Finance Party (the “Recipient”)
under a Finance Document, and any Party (the “Relevant
Party”) is required by the terms of any Finance Document to pay an
amount equal to the consideration for such supply to the Supplier (rather than
being required to reimburse the Recipient in respect of that consideration),
such Party shall also pay to the Supplier (in addition to and at the same time
as paying such amount) an amount equal to the amount of such VAT.  The Recipient will promptly pay to the
Relevant Party an amount equal to any credit or repayment from the relevant tax
authority which it reasonably determines relates to the VAT chargeable on that
supply.


 


(c)                                  Where a Finance Document requires
any Party to reimburse a Finance Party for any costs or expenses, that Party
shall also at the same time pay and indemnify the Finance Party against all VAT
incurred by the Finance Party in respect of the costs or expenses to the extent
that the Finance Party reasonably determines that neither it nor any other
member of the group of which it is a member for VAT purposes is entitled to
credit or repayment from the relevant tax authority in respect of the VAT.


 


13                                  INCREASED COSTS


 


13.1                        Increased costs


 


(a)                                  Subject to Clause 13.3 (Exceptions) the Borrower shall, within
three Business Days of a demand by the Administrative Agent, pay for the
account of a Finance Party the amount of any Increased Costs incurred by that
Finance Party or any of its Affiliates as a result of (i) the introduction of
or any change in (or in the interpretation, administration or application of)
any law or regulation or (ii) compliance with any law or regulation made after
the date of this Agreement.


 


(b)                                  In this Agreement “Increased Costs” means:


 


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


 


(ii)                                an additional or increased cost; or


 


33





















 


(iii)                            a 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
entered into its Commitment or funding or performing its obligations under any
Finance Document.


 


13.2                        Increased cost
claims


 


(a)                                  A Finance Party intending to make a
claim pursuant to Clause 13.1 (Increased
costs) shall notify the Administrative Agent of the event giving
rise to the claim, following which the Administrative Agent shall promptly
notify the Borrower.


 


(b)                                  Each Finance Party shall, as soon as
practicable after a demand by the Administrative Agent, provide a certificate
confirming the amount of its Increased Costs.


 


13.3                        Exceptions


 


(a)                                  Clause 13.1 (Increased costs) does not apply to the
extent any Increased Cost is:


 


(i)                                    attributable to a Tax Deduction
required by law to be made by an Obligor;


 


(ii)                                compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated
for under Clause 12.3 (Tax indemnity)
but was not so compensated solely because any of the exclusions in paragraph
(b) of Clause 12.3 (Tax indemnity)
applied);


 


(iii)                            compensated for by the payment of
the Mandatory Cost; or


 


(iv)                               attributable to the wilful breach by
the relevant Finance Party or its Affiliates of any law or regulation.


 


(b)                                  In this Clause 13.3, a reference to
a “Tax Deduction” has the same
meaning given to the term in Clause 12.1 (Definitions).


 


14                                  OTHER INDEMNITIES AND MITIGATION


 


14.1                        Currency indemnity


 


(a)                                  If any sum due from an Obligor under
the Finance Documents (a “Sum”),
or any order, judgment or award given or made in relation to a Sum, has to be
converted from the currency (the “First
Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:


 


(i)                                    making or filing a claim or proof
against that Obligor;


 


(ii)                                obtaining or enforcing an order,
judgment or award in relation to any litigation or arbitration proceedings,


 


that Obligor shall as an independent obligation, within three Business
Days of demand, indemnify each Finance Party to whom that Sum is due against
any cost, loss or liability arising out of or as a result of the conversion
including any discrepancy between (A) the rate of exchange used to convert that
Sum from the First Currency


 


34





















 


into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.


 


(b)                                  Each Obligor waives any right it may
have in any jurisdiction to pay any amount under the Finance Documents in a
currency or currency unit other than that in which it is expressed to be
payable.


 


14.2                        Other indemnities


 


The Borrower
shall (or shall procure that an Obligor will), within 3 Business Days of
demand, indemnify each Indemnitee (as defined in Clause 16.1 (Guarantee and indemnity)) against any
cost, loss or liability incurred by that Finance Party as a result of:


 


(a)                                  the occurrence of any Event of Default;


 


(b)                                  a failure by an Obligor to pay any
amount due under a Finance Document on its due date, including without
limitation, any cost, loss or liability arising as a result of Clause 25 (Sharing among the Finance Parties);


 


(c)                                  funding, or making arrangements to
fund, its participation in a Loan requested by a Borrower in the Utilisation
Request but not made by reason of the operation of any one or more of the
provisions of this Agreement (other than by reason of default or negligence by
that Finance Party alone); or


 


(d)                                  the Loan (or part of the Loan) not
being prepaid in accordance with a notice of prepayment given by the Borrower.


 


14.3                        Indemnity to the
Agents


 


The Borrower
shall promptly indemnify each of the Agents against any cost, loss or liability
incurred by that Agent (acting reasonably) as a result of:


 


(a)                                  investigating any event which it
reasonably believes is a Default; or


 


(b)                                  acting or relying on any notice,
request or instruction which it reasonably believes to be genuine, correct and
appropriately authorised.


 


14.4                        Mitigation


 


(a)                                  Each Finance Party shall, in
consultation with the Borrower, 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 7.1 (Illegality),
Clause 12 (Tax gross-up and indemnities), Clause 13 (Increased costs) or
paragraph 3 of Schedule 4 (Mandatory Cost
formula) including (but not limited to) transferring its rights and
obligations under the Finance Documents to another Affiliate or Facility
Office.


 


(b)                                  Paragraph (a) above does not in any
way limit the obligations of any Obligor under the Finance Documents.


 


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15                                  COSTS AND EXPENSES


 


15.1                        Transaction
expenses


 


The Borrower
shall on demand pay the Administrative Agent the amount of all costs and
expenses (including legal fees) reasonably incurred by it in connection with
the negotiation, preparation, printing, execution, syndication, due diligence
and other investigations and appraisals of:


 


(a)                                  this Agreement and any other
documents referred to in this Agreement;


 


(b)                                  any other Finance Documents executed
after the date of this Agreement; and


 


(c)                                  any other agreement relating to the
consumption of the transaction contemplated herein.


 


15.2                        Amendment costs


 


If (a) an
Obligor requests an amendment, waiver or consent or (b) an amendment is
required pursuant to Clause 26.9 (Change of
currency), the Borrower shall, upon demand, reimburse each of the Agents
for the amount of all costs and expenses (including legal fees) reasonably
incurred by that Agent in responding to, evaluating, negotiating or complying
with that request or requirement.


 


15.3                        Enforcement costs


 


The Borrower
shall, upon demand, pay to each Finance Party the amount of all costs and
expenses (including legal fees) incurred by that Finance Party in connection
with the enforcement of, or the preservation of any rights under, any Finance
Document.


 


15.4                        Court proceedings


 


The Borrower
shall and it shall procure that each relevant Obligor shall, pay to the
Administrative Agent (for and on behalf of the Indemnitees (as defined in
Clause 16.1 (Guarantee and indemnity))
on demand all costs and expenses (including legal fees) incurred by any Indemnitee
(as defined in Clause 16.1 (Guarantee and
indemnity)) in connection with:


 


(a)                                  commencement, defense or
intervention in any court proceeding relating in any way to the obligations of
any Obligor under this Agreement or any other Finance Document, US Loan
Document, US Senior Facility Document or UK Senior Facility Document; and


 


(b)                                  the response to, and preparation
for, any subpoena or request for document production with which any Finance
Party is served or deposition or other proceeding in which that Finance Party
is called to testify, in each case, relating in any way to the obligations of
any Obligor or any of their Subsidiaries under this Agreement or any other US
Loan Document, Finance Document or US Senior Facility Document or UK Senior
Facility Document.


 


36





















 


SECTION 7


 


GUARANTEE


 


16                                  GUARANTEE AND INDEMNITY


 


16.1                        Guarantee and
indemnity


 


Each Guarantor
irrevocably and unconditionally jointly and severally:


 


(a)                                  guarantees to each Finance Party punctual
performance by the Borrower of all its obligations under the Finance Documents;


 


(b)                                  undertakes with each Finance Party
that whenever the Borrower does not pay any amount when due under or in
connection with any Finance Document, that Guarantor shall immediately on
demand pay that amount as if it were the principal obligor; and


 


(c)                                  indemnifies each Finance Party
immediately on demand against any cost, loss or liability suffered by that
Finance Party if any obligation guaranteed by it is or becomes unenforceable,
invalid or illegal.  The amount of the
cost, loss or liability shall be equal to the amount which that Finance Party
would otherwise have been entitled to recover; and


 


(d)                                  indemnifies each Finance Party, each
of their respective Affiliates and each of the directors, officers, employees,
agents, trustees, representatives, lawyers, consultants and advisors of a
Finance Party or such Affiliate (each an “Indemnitee”)
from and against any and all claims, damages, liabilities, obligations, losses,
penalties, actions, judgments, suits, costs, disbursements and expenses, joint
or several, of any kind or nature (including fees, disbursements and expenses
of financial and legal advisors to any such Indemnitee) that may be imposed on,
incurred by or asserted against any such Indemnitee in connection with or
arising out of any investigation, litigation or proceeding, whether or not such
investigation, litigation or proceeding is brought by any such Indemnitee or
any of its directors, security holders or creditors or any such Indemnitee,
director, security holder or creditor is a party thereto, whether direct,
indirect, or consequential and whether based on the laws of any jurisdiction or
other statutory regulation of any jurisdiction, securities or commercial law or
regulation, or under common law or in equity, or on contract, tort or
otherwise, in any manner relating to or arising out of this Agreement, any
other Finance Document, any US Loan Document, any amount outstanding under any
Finance Document, any document filed with the Financial Services Authority any
of the US Senior Facility Documents or the UK Senior Facility Documents, or any
act, event or transaction related or attendant to any thereof, or the use or
intended use of the proceeds of the Loan or in connection with any
investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall
not have any liability under this Clause 16.1(d) to an Indemnitee with respect
to any Indemnified Matter that has resulted primarily from the gross negligence
or wilful misconduct of that Indemnitee, as determined by a court of competent
jurisdiction in a final non-appealable judgment or order.


 


37





















 


16.2                        Continuing
guarantee


 


This guarantee
is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.


 


16.3                        Reinstatement


 


If any payment
by an Obligor or any discharge given by a Finance Party (whether in respect of
the obligations of any Obligor or any security for those obligations or
otherwise) is avoided or reduced as a result of insolvency or any similar
event:


 


(a)                                  the liability of each Obligor shall
continue as if the payment, discharge, avoidance or reduction had not occurred;
and


 


(b)                                  each Finance Party shall be entitled
to recover the value or amount of that security or payment from each Obligor,
as if the payment, discharge, avoidance or reduction had not occurred.


 


16.4                        Waiver of defences


 


The
obligations of each Guarantor under this Clause 16 will not be affected by an
act, omission, matter or thing which, but for this Clause, would reduce,
release or prejudice any of its obligations under this Clause 16 (whether or
not known to it or any Finance Party) including:


 


(a)                                  any time, waiver or consent granted
to, or composition with, any Obligor or other person;


 


(b)                                  the release of any other Obligor or
any other person under the terms of any composition or arrangement with any
creditor of GLC or any of its Subsidiaries;


 


(c)                                  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 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;


 


(d)                                  any incapacity or lack of power,
authority or legal personality of or dissolution or change in the members or
status of an Obligor or any other person;


 


(e)                                  any amendment (however fundamental)
or replacement of a Finance Document or any other document or security;


 


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


 


(g)                                 any insolvency or similar
proceedings.


 


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16.5                        Immediate recourse


 


Each Guarantor
waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights
or security or claim payment from any person before claiming from that
Guarantor under this Clause 16.  This
waiver applies irrespective of any law or any provision of a Finance Document
to the contrary.


 


16.6                        Appropriations


 


Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance
Party (or any trustee or agent on its behalf) may:


 


(a)                                  refrain from applying or enforcing
any other moneys, security or rights held or received by that Finance Party (or
any trustee or agent on its behalf) in respect of those amounts, or apply and
enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the
same; and


 


(b)                                  hold in an interest-bearing suspense
account any moneys received from any Guarantor or on account of any Guarantor’s
liability under this Clause 16.


 


16.7                        Deferral of
Guarantors’ rights


 


Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full and unless each
of the Agents otherwise directs, no Guarantor will exercise any rights which it
may have by reason of performance by it of its obligations under the Finance
Documents:


 


(a)                                  to be indemnified by an Obligor;


 


(b)                                  to claim any contribution from any
other guarantor of any Obligor’s obligations under the Finance Documents;
and/or


 


(c)                                  to take the benefit (in whole or in
part and whether by way of subrogation or otherwise) of any rights of the
Finance Parties under the Finance Documents or of any other guarantee or
security taken pursuant to, or in connection with, the Finance Documents by any
Finance Party.


 


16.8                        Additional security


 


This guarantee
is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.


 


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SECTION 8


 


REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF
DEFAULT


 


17                                  REPRESENTATIONS


 


Each Obligor
makes the representations and warranties set out in this Clause 17 to each
Finance Party on the date of this Agreement.


 


17.1                        Corporate/company existence,
power and authority; Subsidiaries


 


(a)                                  Each Restricted Person is a
corporation, limited liability company or entity duly organised, as the case
may be, and duly organised in good standing under the laws of its jurisdiction
of incorporation or organisation, as the case may be, and (where applicable)
duly qualified as a foreign corporation and is in good standing in all other
jurisdictions where the nature and extent of the business transacted by it or
its ownership of assets makes such qualification necessary, except for those
jurisdictions in which the failure to so qualify would not have a material
adverse effect on such Restricted Person’s financial condition, results of
operation or business of GLC and its Subsidiaries taken as a whole or the
rights of either Agent and the Lenders in or to any of the Security created
pursuant to the Finance Documents.


 


(b)                                  Attached as Schedule 10 (Group Structure Chart) is a true and
correct organisational chart of GLC and each of its Subsidiaries as of the date
hereof which identifies each person that is an Intermediate Holding Company and
each person that is a Restricted Person at the date hereof.


 


(c)                                  The execution, delivery and
performance of this Agreement and the other Finance Documents and the
transactions contemplated hereunder and thereunder (i) are all within each
Obligor’s corporate or company powers, (ii) have been duly authorised, (iii)
are not in contravention of law or the terms of such Obligor’s certificate of
incorporation, constitutional documents or by-laws, or any indenture, agreement
or undertaking to which such Obligor is a party or by which such Obligor or its
property are bound and (iv) will not result in the creation or imposition of,
or require or give rise to any obligation to grant Security upon any property
of any Obligor other than under this Agreement and the other Finance Documents.


 


(d)                                  This Agreement and the other Finance
Documents constitute legal, valid and binding obligations of each Obligor
enforceable in accordance with their respective terms.


 


17.2                        Pari passu ranking


 


Each Obligor confirms that its payment
obligations under the Finance Documents rank at least pari passu in right and
priority of payment with all other present and future outstanding
unsubordinated indebtedness of the Restricted Persons; provided, however, that the rights and
obligations among the Finance Parties and the UK Senior Finance Parties in
respect of the Security created pursuant to any of the Finance Documents shall
be as set forth in the UK Intercreditor Agreement.


 


40





















 


17.3                        Priority of security


 


The
Security securing indebtedness under the Finance Documents constitutes valid
and enforceable first mortgages and charges and security interests subject only
to permitted Security pursuant to Clause 19.7 (Encumbrances).


 


17.4                        Financial statements; no
material adverse change


 


All financial
statements relating to GLC and its Subsidiaries that have been delivered
hereunder or in connection herewith (whether before or after the Closing Date)
have been prepared in accordance with Applicable GAAP (except in each case as
to any interim financial statements, to the extent such statements are subject
to normal year-end adjustments and do not include any notes) and fairly
present, in all material respects, the financial condition and the results of
operations of GLC and its Subsidiaries taken as a whole as at the dates and for
the periods set forth therein.


 


17.5                        Title to properties


 


Each
Restricted Person has valid freehold or leasehold interests in all of its real
property (it being understood that Expo occupies premises leased by GLA) and
good, valid and merchantable title to all of its other properties and assets
subject to no Security of any kind, except those granted to the Administrative
Agent and such others as are permitted under Clause 19.7 (Encumbrances).


 


17.6                        Tax returns


 


Each
Restricted Person has filed, or caused to be filed, in a timely manner all tax
returns, reports and declarations that are required to be filed by it (without
requests for extension except as previously disclosed in writing to the
Administrative Agent).  All information in
such Tax returns, reports and declarations is complete and accurate in all
material respects.  Each Restricted
Person has paid or caused to be paid all Taxes due and payable or claimed due
and payable in any assessment received by it, except Taxes the validity of
which are being contested in good faith by appropriate proceedings diligently
pursued and available to such Restricted Person and with respect to which
adequate reserves have been set aside on its books.  Adequate provision has been made for the
payment of all accrued and unpaid Taxes whether or not yet due and payable and
whether or not disputed.


 


17.7                        Litigation


 


Except as set
forth on Schedule 11 (Litigation),
there is no present investigation by any Governmental Authority pending, or to
the best of any Restricted Person’s knowledge threatened, against or affecting
any Restricted Person, its assets or business and there is no action, suit,
proceeding or claim by any person pending, or to the best of any Restricted
Person’s knowledge threatened, against any Restricted Person or its assets or
goodwill, or against or affecting any transactions contemplated by this
Agreement, that has a material possibility (as reasonably determined by either
Agent) of being adversely determined against any Restricted Person, and if adversely
determined against such Restricted Person would result in any material adverse
change in the assets, business or condition (financial or otherwise) of GLC and
its Subsidiaries, taken as a whole, or would impair the ability of such
Restricted Person to perform its obligations hereunder or under any of the
other Finance


 


41





















 


Documents to
which it is a party or of the Administrative Agent to enforce any Obligation or
realise any Security created pursuant to any of the Finance Documents.


 


17.8                        Compliance with other
agreements and applicable laws


 


No Restricted
Person is in default under, or in violation of any of the terms of, any
agreement, contract, instrument, lease or other commitment to which it is a party
or by which it or any of its assets are bound and each Restricted Person is in
compliance with all applicable provisions of laws, rules, regulations,
licenses, permits, approvals and orders of any Governmental Authority whether
of England and Wales, foreign or of the United States at federal, state or
local level where such non-compliance would result in any material adverse
change in the assets, business or condition (financial or otherwise) of GLC and
its Subsidiaries, taken as a whole or impair the ability of such Restricted
Person to perform its obligations hereunder or under any of the other Finance
Documents to which it is a party or of the Administrative Agent to enforce any
Obligation or realise any Security created pursuant to any of the Finance
Documents.


 


17.9                        Environmental compliance


 


(a)                                  Except
as set forth on Schedule 12 (Environmental),
no Restricted Person has generated, used, stored, treated, transported,
manufactured, handled, produced or disposed of any hazardous materials, on or
off its premises (whether or not owned by it) in any manner that at any time
violates any applicable Environmental Law or any license, permit, certificate,
approval or similar authorization thereunder and the operations of such
Restricted Person complies in all material respects with all Environmental Laws
and all licenses, permits, certificates, approvals and similar authorisations
thereunder.


 


(b)                                  Except
as set forth on Schedule 12 (Environmental),
there has been no investigation, proceeding, complaint, order, directive,
claim, citation or notice by any Governmental Authority or any other person nor
is any pending or to the best of any Restricted Person’s knowledge threatened,
with respect to any non compliance with or violation of the requirements of any
Environmental Law by any Restricted Person or the release, spill or discharge,
threatened or actual, of any hazardous material or the generation, use,
storage, treatment, transportation, manufacture, handling, production or
disposal of any hazardous materials or any other environmental, health or
safety matter, that affects any Restricted Person or its business, operations
or assets or any properties at which any Restricted Person has transported,
stored or disposed of any hazardous materials.


 


(c)                                  No
Restricted Person has material liability (contingent or otherwise) in
connection with a release, spill or discharge, threatened or actual, of any
hazardous materials or the generation, use, storage, treatment, transportation,
manufacture, handling, production or disposal of any hazardous materials.


 


(d)                                  Each
Restricted Person has all licenses, permits, certificates, approvals or similar
authorisations required to be obtained or filed in connection with the
operations of such Restricted Person under any Environmental Law and all of
such licenses, permits, certificates, approvals or similar authorisations are
valid and in full force and effect.


 


42





















 


17.10                 Employee Benefits


 


(a)                                  Except
as set forth on Schedule 13 (ERISA),
in respect of each US Obligor, each Plan is in material compliance with the
applicable provisions of ERISA, the United States of America Internal Revenue
Code of 1986 and other federal or state law. 
Each Plan or Multiemployer Plan that is intended to qualify under
Section 401(a) of the United States of America Internal Revenue Code of 1986
has received a favourable determination letter from the United States Internal
Revenue Service and to the best of each US Obligor’s knowledge, nothing has
occurred that would cause the loss of such qualification.  Each Restricted Person and its ERISA
Affiliates have made all required contributions to any Plan or Multiemployer
Plan subject to Section 412 of the United States of America Internal Revenue
Code of 1986, and no application for a funding waiver or an extension of any
amortisation period pursuant to Section 412 of the United States of America
Internal Revenue Code of 1986 has been made with respect to any Plan or
Multiemployer Plan.


 


(b)                                  There
are no pending or, to the best of each Restricted Person’s knowledge,
threatened, claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan, other than routine claims for
benefits.  To the best of each Restricted
Person’s knowledge, there has been no non exempt prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan.


 


(c)                                  Each
US Obligor confirms that (i) no ERISA Event has occurred or is reasonably
expected to occur; (ii) the current value of each Plan’s assets (determined in
accordance with the assumptions used for funding such Plan pursuant to Section
412 of the United States of America Internal Revenue Code of 1986) is not less
than such Plan’s liabilities under Section 4001(a)(16) of ERISA; (iii) no
Restricted Person or any of its ERISA Affiliates have incurred, nor do any of
them reasonably expect to incur, any liability under Title IV of ERISA (other
than premiums due and not delinquent under Section 4007 of ERISA) that has not
been satisfied in full; (iv) no Restricted Person or any of its ERISA
Affiliates have incurred, nor do any of them reasonably expect to incur, any
liability (and no event has occurred that, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) no Restricted
Person or any of its ERISA Affiliates have engaged in a transaction that could
be subject to Section 4069 or 4212(c) of ERISA.


 


17.11                 Intellectual Property


 


Each
Restricted Person owns or licenses or otherwise has, pursuant to a valid and
enforceable written agreement, all rights to all Intellectual Property which
are necessary and sufficient for the operation of its business as presently
conducted and proposed to be conducted. 
As of the date hereof, no Restricted Person has any Intellectual
Property registered, or subject to pending applications, in the United States
Patent and Trademark Office or the United States Copyright Office or any
similar office or agency in the United States, any state thereof, any political
subdivision thereof or in any other country, other than those described on
Schedule 14 (Intellectual Property Rights)
and has not granted any licenses or other rights with respect thereto other than
as set forth on Schedule 14 (Intellectual
Property Rights).  No event
has occurred that permits or would permit after notice or passage of time or
both, the revocation, suspension or termination of such rights.  To the best of each Restricted Person’s knowledge,
the use, sale, offer for sale, manufacture or import of any slogan or other


 


43





















 


advertising
device, product, process, method, substance or other Intellectual Property by
such Restricted Person does not infringe any patent, trademark, servicemark,
tradename, copyright, license or other Intellectual Property owned by any other
person and no claim or litigation is pending or threatened against or affecting
such Restricted Person with respect to the foregoing or otherwise contesting
its right to sell or use any such Intellectual Property.  Schedule 14 (Intellectual
Property Rights) sets forth all of the agreements or other
arrangements of each Restricted Person pursuant to which such Restricted Person
has a license or other right to use any trademarks, logos, designs,
representations or other Intellectual Property owned by another person as in
effect on the date hereof and the dates of the expiration of such agreements or
other arrangements of such Restricted Person as in effect on the date hereof
(collectively, together with such agreements or other arrangements as may be
entered into by such Restricted Person after the date hereof other than
licenses related to commercial off the shelf software or embedded software, the
“License Agreements”).  No trademark, servicemark or other
Intellectual Property at any time used by any Restricted Person that is owned
by another person, or owned by such Restricted Person is subject to any
Security in favour of any person other than the Finance Parties, the US Secured
Parties, the US Senior Secured Parties or the secured parties under the UK
Senior Facility Documents, is affixed to any Inventory, except to the extent
permitted under the terms of the License Agreements listed on Schedule 14 (Intellectual Property Rights).


 


17.12                 Subsidiaries; Affiliates;
capitalisation; solvency


 


(a)                                  Except
as set forth on Schedule 15 (Restricted
Persons), no Restricted Person has any Subsidiary and no Restricted
Person is engaged in any joint venture or partnership, in each case except as
set forth in Schedule 15 (Restricted Persons)
and subject to the right of each Restricted Person to form or acquire
Subsidiaries in accordance with Clause 19.9 (Loans,
Investments, Etc.).


 


(b)                                  Each
Restricted Person is the record and beneficial owner of all of the issued and
outstanding Share Capital
of each of its direct Subsidiaries listed and Schedule 15 (Restricted Persons) lists each Restricted
Person and all Subsidiaries owned by such Restricted Person. There are no
proxies, irrevocable or otherwise, with respect to such shares and no equity
securities of any of such Subsidiaries are or may become required to be issued
by reason of any options, warrants, rights to subscribe to, calls or
commitments of any kind or nature and there are no contracts, commitments,
understandings or arrangements by which any such Subsidiary is or may become
bound to issue additional Share
Capital or securities convertible into or exchangeable for Share
Capital.


 


(c)                                  The
issued and outstanding shares of the Share Capital of each Restricted Person are directly and
beneficially owned and held by the persons indicated on Schedule 15 (Restricted Persons), and in each case all
of such shares have been duly authorised and are fully paid and non-assessable,
free and clear of all claims, liens, pledges and encumbrances of any kind,
except as disclosed in writing to the Administrative Agent prior to the date hereof.


 


(d)                                  As
of the date hereof, each US Loan Party and each Obligor is Solvent.


 


44





















 


17.13                 Labour disputes


 


(a)                                  Set
forth in Schedule 16 (Disputes)
is a list (including dates of termination) of all collective bargaining or
similar agreements between or applicable to each Restricted Person and any
union, labor organisation or other bargaining agent in respect of the employees
of such Restricted Person on the date hereof.


 


(b)                                  There
is (i) no significant unfair labour practice complaint pending against any
Restricted Person or, to the best of each Restricted Person’s knowledge,
threatened against it, before the National Labor Relations Board, and no
significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is pending on the date hereof against
any Restricted Person or, to the best of each Restricted Person’s knowledge,
threatened against it, and (ii) no significant strike, labor dispute, slowdown
or stoppage is pending against any Restricted Person or, to the best of each Restricted
Person’s knowledge, threatened against such Restricted Person.


 


17.14                 Restrictions on Subsidiaries


 


Except for
restrictions contained in this Agreement or any other agreement with respect to
indebtedness of any Restricted Person permitted hereunder as in effect on the
date hereof, or any agreement with respect to any Subsidiary of a Restricted
Person described in Schedule 15 (Restricted
Persons) or any other agreement entered into after the date hereof
as part of, and by the parties to, a financing entered into in reliance on
Clause 19.6(b)(i) (Sale of Assets,
Consolidation, Merger, Dissolution, Etc.) or Clause 19.8(i) (Indebtedness), there are no contractual or
consensual restrictions on any Restricted Person or any Subsidiary of any
Restricted Person that prohibit or otherwise restrict (a) the transfer of cash
or other assets to or between Restricted Persons or (b) the ability of any
Restricted Person incur indebtedness or grant Security to any Finance Party
pursuant to the Finance Documents.


 


17.15                 Material Contracts


 


Schedule 17 (Material Contracts) sets forth all
Material Contracts to which each Restricted Person is a party or is bound as of
the date hereof.  Each Restricted Person
has delivered true, correct and complete copies of such Material Contracts to
the Administrative Agent on or before the date hereof.


 


17.16                 Investment Company Act; Public Utility
Holding Company Act


 


None of the US
Obligors is (a) an “investment company”
or an “affiliated person” of, or
“promoter” or “principal underwriter” for, an “investment company,” as such terms are
defined in the United States of America Investment Company Act of 1940, as
amended or (b) a “holding company,”
or an “affiliate” or a “holding company” or a “subsidiary company” of a “holding company,” as each such term is
defined and used in the United States of America Public Utility Holding Company
Act of 1935, as amended.


 


17.17                 Accuracy and completeness of
information


 


All
information furnished by or on behalf of any Restricted Person in writing to any
Finance Party in connection with this Agreement, any Finance Document or any
transaction contemplated hereby or thereby, including, without limitation, all
information on any Schedule or any schedule or annex to any other Finance
Document is true and correct in all material respects on the date as of which
such information is dated or certified and does not


 


45





















 


omit any
material fact necessary in order to make such information not misleading.  No event or circumstance has occurred that
has had or could reasonably be expected to have a material adverse affect on
the business, assets or condition (financial or otherwise) of GLC and its
Subsidiaries, taken as a whole, that has not been fully and accurately disclosed
to the Administrative Agent in writing.


 


17.18                 Survival of warranties; cumulative


 


All
representations and warranties contained in this Agreement, the Finance
Documents or any of the US Loan Documents shall survive the execution and
delivery of this Agreement and shall be conclusively presumed to have been
relied on by each Agent regardless of any investigation made or information
possessed by either Agent.  The
representations and warranties set forth herein shall be cumulative and in
addition to any other representations or warranties that any Obligor shall
give, or cause to be given, pursuant to any Finance Document.


 


18                                  FINANCIAL COVENANTS


 


GLC agrees
with the Lenders and each Agent to each of the following as long as any amounts
under any Finance Document remains outstanding and, in each case, unless the
Majority Lenders otherwise consent in writing, and GLC shall and shall cause
each Restricted Person and each US Loan Party, as applicable, to comply with
the following:


 


18.1                        Minimum EBITDA


 


GLC and its
Subsidiaries shall achieve, on a consolidated basis, EBITDA, measured as at the
end of each month on a rolling twelve-month basis, of not less than the amount
set forth opposite such month:


 


	
  Twelve-Month Period
  Ending

  	
   

  	
  Minimum EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November
  2004

  	
   

  	
  US$11,600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  2004

  	
   

  	
  US$17,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 2005

  	
   

  	
  US$17,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  February
  2005

  	
   

  	
  US$17,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 2005

  	
   

  	
  US$18,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 2005

  	
   

  	
  US$19,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2005

  	
   

  	
  US$19,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 2005

  	
   

  	
  US$19,700,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 2005

  	
   

  	
  US$20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  August 2005

  	
   

  	
  US$21,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September
  2005

  	
   

  	
  US$21,600,000

  	
   

  



 


46





















 


	
  October 2005

  	
   

  	
  US$22,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November
  2005

  	
   

  	
  US$23,300,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  2005

  	
   

  	
  US$24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 2006

  	
   

  	
  US$24,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  February
  2006

  	
   

  	
  US$25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 2006

  	
   

  	
  US$26,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 2006

  	
   

  	
  US$27,000,000

  	
   

  



 


18.2                        Minimum Tangible
Net Worth


 


GLC and its
Subsidiaries shall maintain, on a consolidated basis, Tangible Net Worth,
measured as at the end of each accounting quarter, of not less than the amount
set forth opposite such quarter:


 


	
  Quarter Ending

  	
   

  	
  Minimum Tangible

  Net Worth(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2004

  	
   

  	
  -US$39,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2005

  	
   

  	
  -US$44,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2005

  	
   

  	
  -US$46,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September
  30, 2005

  	
   

  	
  -US$46,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2005

  	
   

  	
  -US$39,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2006

  	
   

  	
  -US$42,000,000

  	
   

  



 


19                                  GENERAL UNDERTAKINGS


 


The
undertakings in this Clause 19 remain in force from the date of this Agreement
for so long as any Obligation remains outstanding and, in each case, unless the
Majority Lenders otherwise consent in writing.


 


19.1                        Maintenance of
Existence


 


Each Obligor
shall ensure that each Restricted Person shall at all times preserve, renew and
keep in full, force and effect its corporate or company existence and rights
and franchises with respect thereto (other than as expressly permitted under
Clause 19.6(a)(i) or (v) (Sale of Assets,
Consolidation, Merger, Dissolution, Etc)) and maintain in full force
and effect all permits, licenses, trademarks, trade names, approvals,
authorisations, leases and contracts necessary to carry on the business as
presently or proposed to be conducted.


 










(1) “-” indicates negative Tangible Net
Worth.


 


47





















 


19.2                        Compliance with
Laws, Regulations, Etc.


 


(a)                                  Each Obligor shall ensure that each
Restricted Person shall, at all times, comply in all material respects with all
laws, rules, regulations, licenses, permits, approvals and orders applicable to
it and duly observe all requirements of any Governmental Authority, applicable
to it, including all statutes, rules, regulations, orders, permits and
stipulations relating to environmental pollution and employee health and
safety, including, without limitation, all of the Environmental Laws where such
non-compliance would result in a material adverse effect on the assets,
business or condition (financial or otherwise) of GLC and its Subsidiaries,
taken as a whole, or would materially impair the ability of such Restricted
Person to perform its obligations under the Finance Documents to which it is a
party or of the Administrative Agent to enforce any Security or realise any
Security created pursuant to the Finance Documents, and in the case of each US
Loan Party, that it and its ERISA Affiliates shall, at all times comply with
ERISA, the United States of America Internal Revenue Code of 1986, the United
States of America Occupational Safety and Health Act of 1970, as amended and
the United States of America Fair Labour Standards Act of 1938, as amended.


 


(b)                                  Each Obligor shall ensure that each
Restricted Person shall give written notice to the Administrative Agent
immediately upon such Restricted Person’s receipt of any notice of, or such
Restricted Person otherwise obtaining knowledge of:


 


(i)                                    the occurrence of any event
involving the release, spill or discharge, threatened or actual, of any
hazardous material; or


 


(ii)                                any investigation, proceeding,
complaint, order, directive, claims, citation or notice with respect to: (A)
any non-compliance with or violation of any Environmental Law by any Restricted
Person; (B) the release, spill or discharge, threatened or actual, of any
hazardous material; or (C) the generation, use, storage, treatment,
transportation, manufacture, handling, production or disposal of any hazardous
materials other than in the ordinary course of and other than as permitted
under any applicable Environmental Law. 
Copies of all environmental surveys, audits, assessments, feasibility
studies and results of remedial investigations shall be promptly furnished, or
caused to be furnished, by each Restricted Person to the Administrative
Agent.  Each Restricted Person shall take
prompt and appropriate action to respond to any non-compliance with any of the
Environmental Laws and shall regularly report to the Administrative Agent on
such response.


 


(c)                                  Without limiting the generality of
the foregoing, whenever either Agent reasonably determines that there is any
material non-compliance, or any condition that requires any action by or on
behalf of any Restricted Person in order to avoid any material non-compliance,
with any Environmental Law, each Obligor shall ensure that such Restricted
Person shall, at either Agent’s request and such Restricted Person’s expense:


 


(i)                                    cause an independent environmental
engineer acceptable to each Agent to conduct such tests of the site where a
Restricted Person’s non-compliance or alleged non-compliance with such Environmental
Laws has occurred as to such non-compliance and prepare and deliver to the
Administrative Agent a


 


48





















 


report as to such non-compliance setting forth the results of such
tests, a proposed plan for responding to any environmental problems described
therein, and an estimate of the costs thereof; and


 


(ii)                                provide to the Administrative Agent
a supplemental report of such engineer whenever the scope of such
non-compliance, or such Restricted Person’s response thereto or the estimated
costs thereof, shall change in any material respect.


 


(d)                                  Each Obligor shall indemnify and
hold harmless each Agent, its directors, officers, employees, agents, invitees,
representatives, successors and assigns, from and against any and all losses,
claims, damages, liabilities, costs, and expenses (including attorneys’ fees
and legal expenses) directly or indirectly arising out of or attributable to
the use, generation, manufacture, reproduction, storage, release, threatened release,
spill, discharge, disposal or presence of a hazardous material, including,
without limitation, the costs of any required or necessary repair, cleanup or
other remedial work with respect to any property of any Restricted Person and
the preparation and implementation of any closure, remedial or other required
plans.  All representations, warranties,
covenants and indemnifications in this Clause 19.2(d) shall survive the
payment of any Obligations and the termination or non-renewal of this
Agreement.


 


19.3                        Payment of Taxes
and Claims


 


Each Obligor
shall ensure that each Restricted Person shall duly pay and discharge all
Taxes, assessments, contributions and governmental charges upon or against it
or its properties or assets, except for Taxes the validity of which are being
contested in good faith by appropriate proceedings diligently pursued and
available to such Restricted Person and with respect to which adequate reserves
have been set aside on its books.


 


19.4                        Insurance


 


Each Obligor
shall ensure that each Restricted Person shall at all times, maintain with
financially sound and reputable insurers insurance with respect to any Security
created pursuant to the Finance Documents against loss or damage and all other
insurance of the kinds and in the amounts customarily insured against or
carried by corporations of established reputation engaged in the same or
similar businesses and similarly situated. 
Each Obligor shall ensure that each Restricted Person shall furnish
certificates, policies or endorsements to the Administrative Agent as proof of
such insurance, and, if any Restricted Person fails to do so, the
Administrative Agent is authorised, but not required, to obtain such insurance
at the expense of the Obligors.  All
policies shall provide for at least 30 days prior written notice to the
Administrative Agent of any cancellation or material reduction of
coverage.  Each Obligor shall ensure that
each Restricted Person shall cause the Administrative Agent to be named as a
loss payee and an additional insured (but without any liability for any
premiums) under each Restricted Person’s insurance policies and that each
relevant Restricted Person shall obtain non-contributory lender’s loss payable
endorsements to all casualty insurance policies in form and substance
satisfactory to each Agent.  The
Administrative Agent’s loss payable endorsements shall specify that, subject to
the rights of the Finance Parties pursuant to the UK Intercreditor Agreement,
the proceeds of such insurance shall be payable to the Administrative Agent as
its interests may appear and further specify that the Administrative Agent
shall be paid regardless of any act or omission by any Restricted Person or any
of its Affiliates.  At its option and
subject to the provisions of the


 


49





















 


UK
Intercreditor Agreement, the Administrative Agent may apply any insurance
proceeds received by any Lender at any time to the cost of repairs or
replacement of Security created pursuant to the Finance Documents and/or pay
any Obligations, whether or not then due, in any order and in such manner as
the Administrative Agent may determine or hold such proceeds as cash collateral
for the Obligations.


 


19.5                        Financial
Statements and Other Information


 


(a)                                  Each Obligor shall, and shall cause
each of GLC and its Subsidiaries to, keep proper books and records in which
true and complete entries shall be made of all dealings or transactions of or
in relation to the Security created pursuant to the Finance Documents and the business
of GLC and its Subsidiaries in accordance with Applicable GAAP.  Without limiting any other provision of this
Agreement, each Obligor shall furnish or cause to be furnished to the
Administrative Agent:


 


(i)                                    within 30 days after the end of each
fiscal month, unaudited consolidated financial statements of GLC and its
Subsidiaries and consolidating financial statements of GLC and its Subsidiaries
(including in each case balance sheets, statements of income and loss and
statements of cash flow), all in reasonable detail, fairly presenting in all
material respects the financial position and the results of the operations of
such entities as of the end of and through such month, certified to be correct
by the chief financial officer of each such entity, subject to normal year-end
adjustments and accompanied by a compliance certificate substantially in the
form in Schedule 7 (Form of Compliance
Certificate), along with a schedule, in form reasonably satisfactory
to each Agent, of the calculations used in determining, as of the end of such
month, whether GLC and its Subsidiaries were in compliance with the terms and
conditions of this Agreement for such month, including the covenants set forth
in Clause 18.1 (Minimum EBITDA)
and Clause 18.2 (Minimum Tangible Net Worth);
and


 


(ii)                                within 120 days after the end of
each fiscal year, audited consolidated financial statements of GLC and its
Subsidiaries and of the Borrower and its Subsidiaries (including in each case
balance sheets, statements of income and loss, statements of cash flow and
statements of shareholders’ equity and setting forth in comparative form the
figures for the corresponding period in the prior year, and if applicable, the
latest budgets, forecasts and projections delivered pursuant to paragraph (f)
below and a management discussion and analysis of such financial statements and
such comparisons), and the accompanying notes thereto, all in reasonable
detail, fairly presenting in all material respects the financial position and
the results of the operations of such entities as of the end of and for such
fiscal year, together with the opinion of independent certified public
accountants, which accountants shall be a nationally recognised independent
accounting firm or, if not, another independent accounting firm selected by
such entities and reasonably acceptable to each Agent, that such financial
statements have been prepared in accordance with Applicable GAAP in the case of
the Borrower and its Subsidiaries, and present fairly in all material respects the
results of operations and financial condition of such entities as of the end of
and for the fiscal year then ended.


 


50





















 


(b)                                  Prior to any Asset Sale anticipated
to generate in excess of US$500,000 in Net Cash Proceeds, the Borrower shall
send to the Administrative Agent a notice (i) describing such Asset Sale
or the nature and material terms and conditions of such transaction and
(ii) stating the estimated Net Cash Proceeds anticipated to be received.


 


(c)                                  Promptly after the sending or
receipt thereof, the Borrower shall send the Administrative Agent copies of all
material notices, certificates or reports delivered or received pursuant to, or
in connection with, any US Senior Facility Document and/or UK Senior Facility
Document.


 


(d)                                  Each Obligor shall ensure that GLC
shall promptly notify the Administrative Agent in writing of the details of (i)
any loss, damage, investigation, action, suit, proceeding or claim relating to
the Security created pursuant to the Finance Documents or any other property
that is Security for any amount outstanding under the Finance Documents or that
would result in any material adverse change in any Restricted Person’s
business, properties, assets, goodwill or condition, financial or otherwise,
(ii) any order, judgment or decree in excess of US$1,000,000 having been
entered against any Restricted Person or any Restricted Person’s properties or
assets, (iii) any notification of a violation of any law or regulation received
by any Restricted Person, (iv) any ERISA Event, and (v) the occurrence of any
Default or Event of Default.


 


(e)                                  GLC shall promptly after the sending
or filing thereof furnish or cause to be furnished to the Administrative Agent
copies of any financial reports that it sends to its stockholders generally.


 


(f)                                    Each Obligor shall ensure that GLC
shall furnish or cause to be furnished to the Administrative Agent such
budgets, forecasts, projections and other information in respect of the
Security created pursuant to the Finance Documents and the business of GLC and
its Subsidiaries, as either Agent may, from time to time, reasonably request
and to notify the auditors and accountants of such Restricted Person that each
Agent is authorised to obtain such information directly from them.  Each Agent is hereby authorised to deliver a
copy of any financial statement or any other information relating to the
business of any Restricted Person to any court or other Governmental Authority
or to any participant, transferee or assignee or prospective participant,
transferee or assignee.  Each Obligor
shall ensure that GLC irrevocably authorises and directs all accountants or
auditors to deliver to the Administrative Agent, at GLC’s expense, copies of
the financial statements of any Restricted Person and any reports or management
letters prepared by such accountants or auditors on behalf of any Restricted
Person and to disclose to the Administrative Agent such information as they may
have regarding the business of any Restricted Person.  Any information provided to the Administrative
Agent pursuant to this Clause 19.5(f) shall be subject to the provisions of
Clause 29 (Confidentiality)
hereof.  Any documents, schedules,
invoices or other papers delivered to the Administrative Agent may be destroyed
or otherwise disposed of by the Administrative Agent one year after the same
are delivered to the Administrative Agent, except as otherwise designated by
any Restricted Person to the Administrative Agent in writing.


 


19.6                        Sale of Assets,
Consolidation, Merger, Dissolution, Etc.


 


(a)                                  Each Obligor shall not, and shall
ensure that each Restricted Person shall not, directly or indirectly, do any of
the following:


 


51





















 


(i)                                    merge into or with or consolidate
with any other person or permit any other person to merge into or with or
consolidate with it except for the following:


 


(A)                               any US Group Member may merge into
or with any other US Group Member or GLC; provided,
however, that, in the case of any merger involving GLC, GLC shall be
the surviving corporation;


 


(B)                               any Intermediate Holding Company
(other than Holdings Bermuda or International Management) may merge into or
with any other Intermediate Holding Company or GLC; provided, however, that, (x) in the case of any merger
involving GLC, GLC shall be the surviving corporation and, (y) in the case of
any merger involving LIW, other than a merger of LIW into GLC, LIW shall be the
surviving corporation and (z) in the case of a merger of Holdings Bermuda or International
Management, either Holdings Bermuda or International Management shall be the
surviving corporation;


 


(C)                               any UK Group Member may merge into
or with any other UK Group Member; provided,
however, that, in the case of any merger involving the Borrower, the
Borrower shall be the surviving corporation; and


 


(D)                               any Other Restricted Person may
merge into or with any other Other Restricted Person; provided, however, that in the case of any
merger involving Asia Pacific, Asia Pacific shall be the surviving corporation;
and provided, further, that,
after giving effect to such merger, all Share Capital of Asia Pacific shall be
pledged to the Administrative Agent for the benefit of the Secured Parties;


 


(ii)                                sell, issue, assign, transfer or
otherwise dispose of any Share Capital to any person except for sales or
issuances by GLC of Share Capital of GLC in the extent permitted pursuant to
Clause (vi) below and any sale, issuance, assignment, transfer or other
disposition:


 


(A)                               of all of the outstanding Share
Capital of any US Group Member to any other US Group Member or GLC;


 


(B)                               of all of the outstanding Share
Capital of any Intermediate Holding Company (other than LIW and Holdings
Bermuda) to any other Intermediate Holding Company or GLC;


 


(C)                               of all of the outstanding Share
Capital of any UK Group Member to any other UK Group Member or the UK
Borrower’s Parent; provided, however,
that such transaction will be permitted solely if, concurrently with the
consummation thereof (but after giving effect to such transaction), the
Security Trustee, for the benefit of the Finance Parties, is granted a
perfected security interest on such Share Capital to secure the Obligations
with the same priority as the pledge of such Capital Stock to secure the
Obligations entered into as of the date hereof (or as otherwise agreed by the
Administrative Agent); and


 


52





















 


(D)                               of all of the outstanding Share
Capital of any Other Restricted Person other than Asia Pacific to any Other
Restricted Person or Holdings Bermuda.


 


(iii)                            sell, assign, lease, transfer or
otherwise dispose of any of its assets (other than sales of Share Capital)
permitted by Clause (ii) above or Clause (iv) below to any other person (an “Asset Sale”) except for the following:


 


(A)                               sales of Inventory in the ordinary
course of business;


 


(B)                               the disposition of worn-out or
obsolete equipment or equipment no longer used in the business of such
Restricted Person so long as (x) if an Event of Default exists or has occurred
and is continuing, any proceeds are paid to the Lenders and (y) such sales do
not involve equipment having an aggregate fair market value in excess of
US$1,000,000 for all such equipment disposed of by the Restricted Person in any
fiscal year or US$500,000 in the fiscal year in which the Final Maturity Date
occurs;


 


(C)                               any sale, assignment, lease or other
disposition by any US Loan Party to any other US Loan Party;


 


(D)                               any sale, assignment, lease or other
disposition by any UK Group Member to any US Loan Party or any other UK Group
Member;


 


(E)                                 any sale, assignment, lease or other
disposition by any Other Restricted Person to any Other Restricted Person;


 


(F)                                 any sale, assignment, lease or other
disposition by any UK Group Member to any Other Restricted Person; provided,
however, that (x) no Default or Event of Default is continuing or
would result therefrom, (y) such Asset Sale shall be for a fair market value
and other consideration therefor shall be payable in cash and (z) that after
giving effect to such Asset Sale, the UK Sale and Investment Amount shall not
exceed US$7,500,000;


 


(G)                               any sale, assignment, lease or other
disposition by any Restricted Person to any Subsidiary of GLC; provided,
however, that (x) no Default or Event of Default is continuing or
would result therefrom, (y) such Asset Sale shall be for fair market value and
other consideration therefor shall be payable in cash and (z) that after giving
effect to such Asset Sale, the Restricted Persons Sale and Investment Amount
shall not exceed US$ 7,500,000;


 


(H)                               any sale, assignment or other
transfer by any Other Restricted Person to any counterparty (other than to GLC
or to any subsidiary of GLC) to any factoring arrangement in connection with
any financing made in reliance on Clause 19.8(j) (Indebtedness);


 


(I)                                    any Permitted Sale not otherwise
permitted under this Clause (iii); and


 


53





















 


(J)                                 any sale or disposition by any
Restricted Person permitted pursuant to the US Senior Credit Agreement (or permitted
pursuant to a valid waiver or consent if the sale or disposition is otherwise
prohibited by the US Senior Credit Agreement) but otherwise not permitted under
the US Second Lien Credit Agreement; provided, however that the aggregate fair
market value of such sales or dispositions made in reliance on this clause (ix)
shall not exceed $5,000,000;


 


(iv)                               acquire (i) the Share Capital of any
person in a transaction in which such Person would become a Subsidiary of such
Restricted Person (or (ii) substantially all of the assets of any person
(except, in each case of Clauses (i) and (ii) hereof, from a Restricted Person
pursuant to a transaction permitted in Clauses 19.6(a), (b) or (c) above) or in
connection with the formation of a Permitted Subsidiary;


 


(v)                                   wind up, liquidate or dissolve
except in connection with a Permitted Liquidation;


 


(vi)                               issue or permit to remain
outstanding any Share Capital other than (A) ordinary shares and, in the case
of GLC, options and warrants to purchase any ordinary shares (B) in the case of
any Subsidiary of GLC, preferred shares issued to a Restricted Person (to the
extent the investment by such Restricted Person in such preferred shares is
otherwise permitted under the US Second Lien Credit Agreement and (C) in the
case of GLC, Permitted Holder Share Capital; provided,
however, that each of the following conditions is satisfied as
determined by the Administrative Agent:


 


(A)                               the Administrative Agent shall have
received true, correct and complete copies of all agreements, documents and
instruments evidencing or otherwise related to such Permitted Holder Share
Capital;


 


(B)                               such Permitted Holder Share Capital
shall be and remain on terms and conditions satisfactory, including
subordination terms, to each Agent and GLC shall not, directly or indirectly,
redeem, retire, defease, purchase or otherwise acquire such Permitted Holder
Share Capital or set aside or otherwise deposit or invest any sums for such
purpose; and


 


(C)                               GLC shall furnish to the
Administrative Agent all notices or demands in connection with such Permitted
Holder Share Capital either received by GLC or on its behalf promptly after the
receipt thereof, or sent by GLC or on its behalf concurrently with the sending
thereof, as the case may be, or


 


(vii)                           agree to do any of the foregoing.


 


(b)                                  GLC shall not permit any of its
Unrestricted Subsidiaries to, sell, assign, lease, transfer or otherwise
dispose any of its assets out of the ordinary course of business except for:


 


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(i)                                    financing transactions including
secured financings and factoring arrangements, entered into by any Unrestricted
Subsidiary;


 


(ii)                                transactions solely between or among
GLC and any Subsidiary of GLC or solely between or among two or more Subsidiaries
of GLC (including, in each case, capital contributions, dividends and other
distributions, loans, mergers, consolidations, liquidations, and dissolutions);
and


 


(iii)                            Permitted Sales.


 


(c)                                  Notwithstanding anything prohibited
by this Clause 19.6, GLC may, and may permit its Subsidiaries to (i) sell,
assign, lease, transfer or otherwise dispose of the assets identified on
Schedule 18 (Permitted Disposals)
and (ii) consummate the
Permitted European Consolidation.


 


19.7                        Encumbrances


 


Each Obligor
shall ensure that no Restricted Person shall create, incur, assume or suffer to
exist any security interest, mortgage, pledge, lien, charge or other
encumbrance of any nature whatsoever on any of its assets or properties,
including, without limitation, the Security created pursuant to the Finance
Documents, except for the following:


 


(a)                                  Security in favour of the Finance
Parties;


 


(b)                                  Security created pursuant to and in
accordance with the US Loan Documents;


 


(c)                                  Security securing any amount
outstanding under the US Senior Facility Documents and the UK Senior Facility
Documents, to the extent such liens, security interest and indebtedness are
subject to any Intercreditor Agreement;


 


(d)                                  liens securing the payment of Taxes,
either not yet overdue or the validity of which are being contested in good
faith by appropriate proceedings diligently pursued and available to such
Restricted Person and with respect to which adequate reserves have been set
aside on its books;


 


(e)                                  security deposits in the ordinary
course of business;


 


(f)                                    non-consensual statutory liens
(other than liens securing the payment of Taxes) arising in the ordinary course
of such Restricted Person’s business to the extent:


 


(i)                                    such liens secure obligations that
are not yet overdue;


 


(ii)                                such liens are not in imminent
danger of foreclosure; or


 


(iii)                            such liens secure indebtedness
relating to claims or liabilities that are fully insured and being defended at
the sole cost and expense and at the sole risk of the insurer (subject to
applicable deductibles) or being contested in good faith by appropriate
proceedings diligently pursued and available to such Restricted Person, in each
case prior to the commencement of foreclosure or other similar proceedings and
with respect to which adequate reserves have been set aside on its books;


 


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(g)                                 zoning restrictions, easements,
licenses, covenants and other restrictions affecting the use of real property
that do not interfere in any material respect with the use of such real
property or ordinary conduct of the business of such Restricted Person as
presently conducted thereon or materially impair the value of the real property
that may be subject thereto;


 


(h)                                 purchase money security interests in
equipment (including Capital Leases) and purchase money mortgages on real
property to secure indebtedness permitted under Clause 19.8 (Indebtedness);


 


(i)                                    the security interests and liens set
forth on Schedule 19 (Existing Security)
or replacements therefor that do not extend to any other property or increase
the amounts secured; and


 


(j)                                    security interests and liens on the
assets of the Other Restricted Persons having entered into any financing
transaction permitted pursuant to Clause 19.6(i) (Sale of Assets, Consolidation, Merger, Dissolution, Etc.) or
Clause 19.8(i) (Indebtedness)
securing the obligations under such financing transaction.


 


19.8                        Indebtedness


 


Each Obligor
shall ensure that no Restricted Person shall incur, create, assume, become or
be liable in any manner with respect to, suffer or permit to exist, any
indebtedness for borrowed money or sale and leaseback transactions, or
guarantee, assume, endorse or otherwise become responsible for (directly or
indirectly) the performance, dividends or other obligations of any person,
except for the following:


 


(a)                                  the amounts outstanding under the
Finance Documents and indebtedness and other obligations owing under the US
Second Lien Credit Agreement;


 


(b)                                  (i)                                    indebtedness owing in respect of the
US Senior Facility Documents in an aggregate amount (including any outstanding
interest, fees and other charges) not to exceed US$40,000,000 (or, beginning on
the Closing Date and ending on or prior to 31 December 2004, US$45,000,000);
and


 


(ii)                                indebtedness owing by the Borrower
in respect of the UK Senior Facility Documents in an aggregate amount
(including any outstanding interest, fees and other charges) not to exceed
£25,000,000; provided, however,
that such amount shall be reduced by the amount of any reduction in the
“Facility Limit” (under and as defined in the UK Senior Credit Agreement)
required by the UK Senior Credit Agreement and any term of similar effect
required under the UK Senior Credit Agreement (or any consent or waiver
thereunder) because of the receipt by any Restricted Person or a Subsidiary of
any Restricted Person of net cash proceeds from an Asset Sale or Property Loss
Event;


 


(c)                                  trade obligations and normal
accruals in the ordinary course of business not yet due and payable, or with
respect to which such Restricted Person is contesting in good faith the amount
or validity thereof by appropriate proceedings diligently pursued and available
to such Restricted Person, and with respect to which adequate reserves have
been set aside on its books;


 


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(d)                                  purchase money indebtedness
(including Capital Leases) (i) not incurred in violation of any other
provision of this Agreement, (ii) incurred to finance the acquisition of
fixed assets and (iii) whose aggregate outstanding principal amount does
not exceed US$2,000,000 at any time;


 


(e)                                  unsecured indebtedness of such
Restricted Person arising after the date hereof to any person other than GLC or
any Subsidiary of GLC (other than indebtedness of the kind described in any
other clause of this paragraph (e); provided,
however, that each of the following conditions is satisfied as
determined by the Administrative Agent: 
(i) such indebtedness shall be at all times on terms and conditions
acceptable to each Agent and shall be subordinated to the prior payment in full
in cash of the Obligations and the US Secured Obligations outstanding under the
Finance Documents (including interest accruing after the beginning of any
bankruptcy or insolvency proceeding, whether or not allowed in such proceeding)
on terms and conditions satisfactory to each Agent, (ii) the
Administrative Agent shall have received not less than 10 days prior written
notice of the intention of such US Loan Party to incur such indebtedness, which
notice shall set forth in reasonable detail satisfactory to each Agent the
amount of such indebtedness, the persons to whom such indebtedness will be
owed, the interest rate, the schedule of repayments and maturity date with
respect hereto and such other information as either Agent may reasonably
request with respect thereto, (iii) the Administrative Agent shall have
received true, correct and complete copies of all agreements, documents and
instruments evidencing or otherwise related to such indebtedness, (iv) on and
before the date of incurring such indebtedness and after giving effect thereto,
no Default or Event of Default shall exist or have occurred, (v) such US
Loan Party shall not, directly or indirectly, (A) amend, modify, alter or
change the terms of such indebtedness or any agreement, document or instrument
related thereto, except, that, such US Loan Party may, after prior written
notice to the Administrative Agent, amend, modify, alter or change the terms
thereof so as to extend the maturity thereof, or defer the timing of any
payments in respect thereof, or to forgive or cancel any portion of such
indebtedness (other than pursuant to payments thereof), or to reduce the
interest rate or any fees in connection therewith, or (B) redeem, retire,
decease, purchase or otherwise acquire such indebtedness (except pursuant to
regularly scheduled payments permitted herein), or set aside or otherwise
deposit or invest any sums for such purpose, and (vi) GLC shall furnish to the
Administrative Agent all notices or demands in connection with such
indebtedness either received by such US Loan Party or on its behalf promptly
after the receipt thereof, or sent by such US Loan Party or on its behalf
concurrently with the sending thereof, as the case may be;


 


(f)                                    indebtedness owing to any person
other than GLC or any Subsidiary of GLC existing on the date hereof and set
forth on Schedule 20 (Existing indebtedness);
provided, however, that (i) such
Restricted Person may only make regularly scheduled payments of principal and
interest in respect of such indebtedness in accordance with the terms of the
agreement or instrument evidencing or giving rise to such indebtedness as in
effect on the date hereof, (ii) such Restricted Person shall not, directly or
indirectly (A) amend, modify, alter or change the terms of such indebtedness or
any agreement, document or instrument related thereto as in effect on the date
hereof except that, such Restricted Person may, after prior written notice to the
Administrative Agent, amend, modify, alter or change the terms thereof so as to
extend the maturity thereof, or defer the timing of any payments in respect
thereof, or to forgive or cancel any portion of


 


57





















 


such indebtedness (other than pursuant to payment thereof), or to
reduce the interest rate or any fees in connection therewith, or (B) except as
otherwise permitted under this Agreement, redeem, retire, defease, purchase or
otherwise acquire such indebtedness, or set aside or otherwise deposit or
invest any sums for such purpose, and (iii) each Obligor shall ensure that each
Restricted Person shall furnish to the Administrative Agent all notices or
demands in connection with such indebtedness either received by any Restricted
Person or on its behalf, promptly after the receipt thereof, or sent by any
Restricted Person or on its behalf, concurrently with the sending thereof, as
the case may be;


 


(g)                                 (i) unsecured indebtedness
(including, where applicable, guarantees and assumptions of letter of credit
obligations) owing to any Restricted Person to the extent it constitutes an
investment permitted to be made by such Restricted Person pursuant to Clause
19.9 (Loans, Investments, Etc.)
and (ii) indebtedness owing to GIFL in respect of any loan or advance made
by GIFL using the proceeds of any loan or advance made by any Restricted Person
to GIFL in reliance of Clause 19.9 (Loans,
Investments, Etc.)  hereof;
provided, however, that, in each
case of Clauses (i) and (ii) hereof, (A) no Default or Event of Default exists
or has occurred and is continuing immediately prior to and after giving effect
to the incurrence, creation or assumption of such indebtedness and (B) all such
indebtedness shall be subordinated on terms and conditions satisfactory to each
Agent to the prior payment in full in cash of the US Secured Obligations and
the Obligations;


 


(h)                                 other unsecured indebtedness of the
Obligors not exceeding US$2,000,000, in the aggregate, owing to any person
other than GLC or any Subsidiary of GLC at any one time outstanding; and


 


(i)                                    indebtedness pursuant to any
financing transaction (but not guarantees thereof by any Intermediate Holding
Company, US Loan Party or Loan Party), including secured financings and
factoring arrangements, entered into by any Other Restricted Person to any
person other than GLC or Subsidiaries of GLC having an aggregate principal
amount at any time outstanding not to exceed US$7,500,000; and


 


(j)                                    loans and advances owing to GLC or
any Subsidiary of GLC constituting an investment of GLC or such Subsidiary
permitted to be made hereunder in reliance on Section 19.9(c) (Loans, Investments, Etc.).


 


19.9                        Loans, Investments,
Etc.


 


Each Obligor
shall ensure that no Restricted Person shall directly or indirectly, make, or
suffer or permit to exist, any loans or advance money or property to any
person, or any investment in (by capital contribution, dividend or otherwise)
or purchase or repurchase the Share Capital or indebtedness or all or a
substantial part of the assets or property of any person, or form or acquire
any Subsidiaries, or agree to do any of the foregoing, except for the
following:


 


(a)                                  the endorsement of instruments for
collection or deposit in the ordinary course of business;


 


(b)                                  investments in cash or Cash
Equivalents; provided, however,
that the terms and conditions of any document purporting to create Security
pursuant to the Finance


 


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Documents shall have been satisfied with respect to the deposit account
or investment account in which such cash or Cash Equivalents are held;


 


(c)                                  (i) the equity investments of such
Restricted Person in its Subsidiaries existing on or prior to 31 October 2004
or issued solely as a result of a conversion of existing intercompany loans
(with no additional consideration therefor) (ii) investments (including all
loans and advances existing on 31 October 2004 for the appropriate category
other than to the extent repaid in cash since 31 October 2004 and all other
outstanding loans and advances) in GLC or any Subsidiary of GLC made after 31
October 2004 in an aggregate principal amount outstanding not to exceed, for
each category on Schedule 21 (Existing
Intercompany Indebtedness) (and calculated on a net basis in the
manner set forth on such Schedule), the amount set forth on such Schedule 21
for such category (which represents the outstanding amount of all such loans
and advances existing on 31 October 2004 for such category on a net basis), and
(iii) investments in each such Subsidiary in an amount not exceeding the amount
of any dividend or similar return on capital (but not including any repayments,
cancellations of, or other reductions in indebtedness) in the form of cash with
respect to any such investment, in either case received or declared, after the
date hereof, by such Restricted Person from such Subsidiary or in connection
with such Restricted Person’s investment therein; provided, however, that such Restricted Person shall have no
obligation to make any other investment in, or loans to, or other payments in
respect of, any such Subsidiaries;


 


(d)                                  any transaction permitted by Clause
19.6 (Sale of Assets, Consolidation, Merger,
Dissolution, Etc.);


 


(e)                                  loans or advances to, or investments
in, or purchases or repurchases of the stock, assets or indebtedness of any
Restricted Person or guaranties or the assumption of letter of credit
obligations for the benefit of another Restricted Person; provided, however, that (i) no
Default or Event of Default exists or has occurred and is continuing
immediately prior to and after giving effect to any such loan, advance,
investment, purchase, repurchase, guarantee or assumption of letter of credit
obligation and (ii) such loans, advances, investments, purchases or
repurchases do not violate the capitalisation requirements of any Restricted
Person, under applicable laws;


 


(f)                                    loans or advances consisting of the
GIFL US Intercompany Obligations or loans or advances by the Borrower to GIFL; provided, however, that (i) no Default or
Event of Default exists or has occurred and is continuing immediately prior to
and after giving effect to such loans or advances, (ii) such loans or advances
do not violate the capitalisation requirements of any Restricted Person under
applicable law, (iii) all the proceeds of such loans or advances are
immediately loaned or advanced by GIFL, to (A) GLC in the case of the GIFL US
Intercompany Obligations, or (B) the Obligors otherwise and (iv) all of such
loans or advances are evidenced by promissory notes or otherwise subject to a
credit agreement (in each case, in form and substance satisfactory to each
Agent), and, in the case of promissory notes delivered, subject to any prior
delivery requirement set forth in the Intercreditor Agreements, to the
Administrative Agent; and provided, further,
that loans and advances made in reliance on this Clause (f) shall be
subordinated on terms and conditions satisfactory to each Agent in to the prior
payment in full in cash of the US Secured Obligations and the Obligations;


 


59





















 


(g)                                 investments in the form of loans,
advances, the assumption of reimbursement obligations under letters of credit,
guaranties or capital contributions from:


 


(i)                                    any US Loan Party to any other US
Loan Party;


 


(ii)                                any UK Group Member or Intermediate
Holding Company to any other Obligor;


 


(iii)                            any Other Restricted Person to any
Other Restricted Person;


 


(iv)                               any UK Group Member to any Other
Restricted Person; provided, however, that after giving effect to such
investment, the UK Sale and Investment Amount shall not exceed US$7,500,000; or


 


(v)                                   a Restricted Person to any
Subsidiary of GLC; provided, however,
that after giving effect to such investment, the Restricted Persons Sale and
Investment Amount shall not exceed US$7,500,000,


 


provided, further, that in each case of Clauses (i)
through (v) hereof, (x) no Default or Event of Default exists or has occurred
and is continuing immediately prior to and after giving effect to such
investment (y) and any loans or other obligations made or incurred under such
clauses shall be subordinated to the prior payment in full in cash of the
Obligations and the US Obligations on terms and conditions satisfactory to each
Agent;


 


(h)                                 Share Capital or obligations issued
to any Restricted Person by any person (or the representative of such person)
in respect of indebtedness of such person owing to such Restricted Person in
connection with the insolvency, bankruptcy, receivership or reorganisation of
such person or a composition or readjustment of the debts of such person; provided, however, that, subject to any
requirement to deliver such original to any UK Senior Finance Party or any US
Senior Secured Party (as the case may be), the original of any such Share
Capital or instrument evidencing such obligations shall, subject to the
provisions of the Intercreditor Agreements, be promptly delivered to the
Administrative Agent, upon either Agent’s request, together with such share
transfer form, assignment or endorsement by such Restricted Person as a Lender
may request;


 


(i)                                    obligations of account debtors to
any Restricted Person arising from account receivables that are past due
evidenced by a promissory note made by such account debtor payable to such
Restricted Person; provided, however,
that promptly upon the receipt of the original of any such promissory note by
such Restricted Person, such promissory note shall, subject to the provisions
of the Intercreditor Agreements, be endorsed to the order of the Administrative
Agent by such Restricted Person and promptly delivered to the Administrative
Agent as so endorsed;


 


(j)                                    the loans and advances to persons
other than GLC or Subsidiaries of GLC set forth on Schedule 21 (Existing Investments); provided, however, that as to such loans
and advances, (i) no Restricted Person shall, directly or indirectly, amend,
modify, alter or change the terms of such loans and advances or any agreement,
document or instrument related thereto, and (ii) each Restricted Person shall
furnish to the Administrative Agent all notices or demands in connection with
such loans and advances either received by such Restricted Person or on its
behalf, promptly after the


 


60





















 


receipt thereof, or sent by such Restricted Person or on its behalf,
concurrently with the sending thereof, as the case may be; and


 


(k)                                loans or advances by any UK Group
Member to GIFL; provided, however,
that (i) no Default or Event of Default exists or has occurred and is
continuing immediately prior to and after giving effect to such loans or
advances, (ii) such loans or advances do not violate the capitalization
requirements of any Restricted Person, under applicable laws, (iii) all the
proceeds of such loans or advances are immediately loaned or advanced by GIFL
to Other Restricted Persons; (iv) all of such loans or advances are evidenced
by promissory notes or credit agreements (in each case, in form and substance
satisfactory to each Agent and in the case of promissory notes delivered,
subject to any prior delivery requirement set forth in the Intercreditor
Agreements, to the Administrative Agent; (v) after giving effect to such loan
or advance, no violation of sub Clause (g)(iii) of this Clause 19.9 shall have
occurred; and provided, further,
that loans and advances made in reliance on this sub Clause (k) shall be
subordinated on terms and conditions satisfactory to each Agent in to the prior
payment in full in cash of the US Secured Obligations and the Obligations, and
(vi) after giving effect to such loans or advances, the aggregate amount of
loans and advances made in reliance on this Clause (k) plus the UK Sale and
Investment Amount does not exceed US$7,500,000.


 


19.10                 Dividends and
Redemptions; Management Fees; Reimbursement


 


(a)                                  GLC shall not, directly or
indirectly, declare or pay any dividends on account of any shares of any class
of its Share Capital now or hereafter outstanding, or set aside or otherwise
deposit or invest any sums for such purpose, or redeem, retire, defease,
purchase or otherwise acquire any shares of any class of its Share Capital (or
set aside or otherwise deposit or invest any sums for such purpose) for any
consideration or apply or set apart any sum, or make any other distribution (by
reduction of capital or otherwise) in respect of any such shares or agree to do
any of the foregoing, except in any case in the form of Share Capital
consisting of ordinary shares. 
Notwithstanding the foregoing, with respect to the Permitted Holder
Share Capital, the Borrower may pay, dividends to holders of Permitted Holder
Share Capital in accordance with the terms thereof at a rate not to exceed 12%
per annum for those paid in cash; provided,
however, that no Default of Event of Default shall then exist or
arise as a result of such payment.


 


(b)                                  Each Obligor shall ensure that each
Restricted Person may collectively pay to the Permitted Holders or their
Affiliates (other than the Restricted Persons and their Subsidiaries)
management fees not to exceed US$2,500,000 in the aggregate in any fiscal year,
or US$1,250,000 in the fiscal year in which the Final Maturity Date occurs; provided, however,
that no Default or Event of Default shall then exist or arise as a result of
such payment.


 


19.11                 Transactions with
Affiliates


 


Each Obligor
shall ensure that no Restricted Person shall, directly or indirectly, except as
provided in Clause 19.10 (Dividends and
Redemptions; Management Fees; Reimbursement) (a) purchase, acquire
or lease any property from, or sell, transfer or lease any property to any
officer, director, agent or other person affiliated with any Restricted Person
(other than the Borrower and its Subsidiaries), except in the ordinary course
of and pursuant to the


 


61





















 


reasonable
requirements of such Restricted Person’s business and upon fair and reasonable
terms no less favourable to such Restricted Person than such Restricted Person
would obtain in a comparable arm’s length transaction with an unaffiliated
person, or (b) make any payments to any officer, employee, natural person
shareholder or director of any Restricted Person of management, consulting or
other fees for management or similar services, or of any indebtedness, owing to
such individual except reasonable compensation to officers, employees and
directors for services rendered to such Restricted Person in the ordinary
course of business.  For this purpose,
Affiliate shall not include any other Restricted Person.


 


19.12                 Compliance with
ERISA


 


Each
Restricted Person shall and shall cause each of its ERISA Affiliates to do all
of the following:


 


(a)                                  maintain each Plan in compliance in
all material respects with the applicable provisions of ERISA, the United
States of America Internal Revenue Code of 1986 and other Federal and state
law;


 


(b)                                  cause each Plan that is qualified
under Section 401(a) of the United States of America Internal Revenue Code of
1986 to maintain such qualification;


 


(c)                                  not terminate any of such Plans so
as to incur any liability to the United States Pension Benefit Guaranty
Corporation;


 


(d)                                  not allow or suffer to exist any
prohibited transaction involving any of such Plans or any trust created
thereunder that would subject such Restricted Person or such ERISA Affiliate to
a tax or penalty or other liability on prohibited transactions imposed under Section 4975
of the United States of America Internal Revenue Code of 1986 or ERISA;


 


(e)                                  make all required contributions to
any Plan or Multiemployer Plan that it is obligated to pay under Section 302 of
ERISA, Section 412 of the United States of America Internal Revenue Code of
1986 or the terms of such Plan or Multiemployer Plan;


 


(f)                                    not allow or suffer to exist any
accumulated funding deficiency, whether or not waived, with respect to any
Plan; or


 


(g)                                 not allow or suffer to exist any
occurrence of a reportable event as defined in Section 4043 of ERISA or any
other event or condition that presents a material risk of termination by the
United States of America Pension Benefit Guaranty Corporation of any Plan that
is a single employer plan, which termination could result in any liability to
the United States of America Pension Benefit Guaranty Corporation.


 


19.13                 End of Financial
Years, Financial Quarters


 


Each Obligor
shall ensure that each Restricted Person shall, for financial reporting
purposes, cause its (a) financial years to end on 31 December of each year and
(b) financial quarters to end on 31 March, 30 June, 30 September and 31
December of each year.


 


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19.14                 Change in Business


 


(a)                                  Each Obligor shall ensure that no
Restricted Person shall engage in any business other than the business of such
Restricted Person on the date hereof and any business reasonably related,
ancillary or complimentary to the business in which such Restricted Person is
engaged on the date hereof.


 


(b)                                  Neither International Management nor
Holdings Bermuda shall engage in any business or activity other than (i)
holding shares in the Share Capital of their respective Subsidiaries and Affiliates,
(ii) paying taxes, (iii) preparing reports to Governmental Authorities and to
its shareholders and (iv) holding directors and shareholders meetings,
preparing corporate records and other corporate activities required to maintain
its separate corporate structure.


 


19.15                 Limitation of
Restrictions Affecting Subsidiaries


 


Each Obligor
shall ensure that no Restricted Person shall, directly, or indirectly, create
or otherwise cause or suffer to exist any encumbrance
or restriction that prohibits or limits the ability of any Subsidiary of such
Restricted Person to:


 


(a)                                  pay dividends or make other
distributions or pay any indebtedness owed to any Restricted Person


 


(b)                                  make loans or advances to any Restricted
Person


 


(c)                                  transfer any of its properties or assets to
any Restricted Person; or


 


(d)                                  create, incur, assume or suffer to exist
any lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than encumbrances and restrictions arising under


 


(i)                                    applicable law,


 


(ii)                                this Agreement,


 


(iii)                            customary provisions restricting subletting
or assignment of any lease governing a leasehold interest of any Restricted
Person,


 


(iv)                               customary restrictions on
dispositions of real property interests found in reciprocal easement agreements
of any Restricted Person,


 


(v)                                   any agreement relating to permitted
indebtedness incurred by any Restricted Person (other than any Grantor Party)
prior to the date on which such Restricted Person became a Restricted Person
and outstanding on such date


 


(vi)                               any agreement set forth in Schedule 15
(Restricted Persons), as in
effect on the date hereof,


 


(vii)                           the extension or continuation of
contractual obligations of any Restricted Person in existence on the date
hereof; provided, however, that (x)
any such encumbrances or restrictions contained in such extension or
continuation are no less favourable to the Lender than those encumbrances and
restrictions under or pursuant to the contractual obligations so extended or
continued and (y) in the case of any agreement with respect to any
Unrestricted Subsidiary or


 


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otherwise set forth on Schedule 15 (Restricted Persons), such extension or
continuation (together with, if requested by either Agent, the delivery of a
copy of the relevant documentation) is disclosed to each Agent reasonably prior
to the effectiveness thereof; and


 


(viii)                       the terms of any financing transaction
permitted by Clause 19.8(j) with respect to the property of the Other Restricted
Person having entered into such financing transaction.


 


19.16                 License Agreements


 


Each Obligor
shall ensure that each Restricted Person shall (a) promptly and faithfully
observe and perform all of the material terms, covenants, conditions and
provisions of the material License Agreements to be observed and performed by
it, at the times set forth therein, if any, (b) not do, permit, suffer or
refrain from doing anything could reasonably be expected to result in a default
under or breach of any of the terms of any material License Agreement, (c) not
cancel, surrender, modify, amend, waive or release any material License
Agreement in any material respect or any term, provision or right of the
licensee thereunder in any material respect, or consent to or permit to occur
any of the foregoing; except, that any Restricted Person may cancel, surrender
or release any material License Agreement in the ordinary course of the
business of such Restricted Person; provided,
however, that such Restricted Person shall give the Administrative
Agent not less than 30 days prior written notice of its intention to so cancel,
surrender and release any such material License Agreement, (d) give the
Administrative Agent prompt written notice of any material License Agreement
entered into by such Restricted Person after the date hereof, together with a
true, correct and complete copy thereof and such other information with respect
thereto as either Agent may request, (e) give the Administrative Agent prompt
written notice of any material breach of any obligation, or any default, by any
party under any material License Agreement, and deliver to the Administrative
Agent (promptly upon the receipt thereof by such Restricted Person in the case
of a notice to such Restricted Person, and concurrently with the sending
thereof in the case of a notice from such Restricted Person) a copy of each
notice of default and every other notice and other communication received or
delivered by such Restricted Person in connection with any material License
Agreement that relates to the right of such Restricted Person to continue to
use the property subject to such License Agreement and (f) furnish to the
Administrative Agent, promptly upon the request of either Agent, such
information and evidence as either Agent may require from time to time
concerning the observance, performance and compliance by such Restricted Person
or the other party or parties thereto with the terms, covenants or provisions
of any material License Agreement.


 


19.17                 Use of Proceeds


 


Each Obligor
shall ensure that all Loans made by any Lender to the Borrower pursuant to the
provisions hereof shall be used by GLC or any of its Subsidiaries only for
general operating, working capital and other proper corporate purposes of the
Borrower or any of its Subsidiaries not otherwise prohibited by the terms
hereof.


 


19.18                 Access to Premises


 


Each Obligor
shall ensure that from time to time as requested by the Administrative Agent,
at the cost and expense of the Borrower, (a) the Administrative Agent or its
designee shall have complete access to all of the Restricted Persons’ premises
during normal business hours and


 


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after notice
to the Borrower, or at any time and without notice to any Restricted Person if
an Event of Default exists or has occurred and is continuing, for the purposes
of inspecting, verifying and auditing the Security created pursuant to the
Finance Documents and all of the Restricted Persons’ books and records,
including, without limitation, the Records, and (b) each Restricted Person
shall promptly furnish to the Administrative Agent such copies of such books
and records or extracts as either Agent may request, and (c) the Administrative
Agent or its designee may use during normal business hours such of the
Restricted Persons’ personnel, equipment, supplies and premises as may be
reasonably necessary for the foregoing and if an Event of Default exists or has
occurred and is continuing for the realisation of any Security created pursuant
to the Finance Documents.


 


19.19                 Collection of
Accounts


 


(a)                                  Each Obligor shall ensure that no US
Loan Party has any deposit accounts as of the date hereof, except as set forth
on Schedule 23 (Deposit Account).  No US Loan Party shall directly or indirectly,
after the date hereof open, establish or maintain any deposit account unless
each of the following conditions is satisfied: 
(i) the Administrative Agent shall have received not less than five
Business Days prior written notice of the intention of such US Loan Party to
open or establish such account which notice shall specify in reasonable detail
and specificity acceptable to Lender the name of the account, the owner of the
account, the name and address of the bank at which such account is to be opened
or established, the individual at such bank with whom such US Loan Party is
dealing and the purpose of the account, (ii) the bank where such account
is opened or maintained shall be acceptable to the Administrative Agent and
(iii) if such deposit account is opened after the payment in full of all
non-contingent obligations under the US Senior Facility Documents, on or before
the opening of such deposit account, such US Loan Party shall as the
Administrative Agent may specify either (i) deliver to the Administrative Agent
a Deposit Account Control Agreement with respect to such deposit account duly
authorized, executed and delivered by such US Loan Party and the bank at which
such deposit account is opened and maintained or (ii) arrange for the Administrative
Agent to become the customer of the bank with respect to the deposit account on
terms and conditions acceptable to the Administrative Agent.  The terms of this Clause 19.19 shall not
apply to deposit accounts specifically and exclusively used for payroll,
payroll Taxes and other employee wage and benefit payments to or for the
benefit of a US Loan Party’s salaried employees.


 


(b)                                  Each Obligor shall ensure that no US
Loan Party owns or holds, directly or indirectly, beneficially or as record
owner or both, any investment property, as of the date hereof, or have any
investment account, securities account, commodity account or other similar
account with any bank or other financial institution or other securities
intermediary or commodity intermediary as of the date hereof, in each case
except as set forth  in Schedule
23 (Deposit Account) and that no
US Loan Party shall, directly or indirectly, after the date hereof open,
establish or maintain any investment account, securities account, commodity
account or any other similar account (other than a deposit account) with any
securities intermediary or commodity intermediary unless each of the following
conditions is satisfied:  (i) the
Administrative Agent shall have received not less than five Business Days prior
written notice of the intention of such US Loan Party to open or establish such
account which notice shall specify in reasonable detail and specificity
acceptable to each Agent the name of the account,


 


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the owner of the account, the name and address of the securities
intermediary or commodity intermediary at which such account is to be opened or
established, the individual at such intermediary with whom such US Loan Party
is dealing and the purpose of the account and (ii) the securities intermediary
or commodity intermediary (as the case may be) where such account is opened or
maintained shall be acceptable to each Agent.


 


19.20                 No Speculative
Transactions


 


Each Obligor shall ensure that no Restricted Person or any of
its Subsidiaries shall engage in any speculative transaction or in any
transaction involving Hedging Contracts except for the sole purpose of hedging
in the normal course of business and consistent with industry practices.


 


19.21                 Ranking


 


Each Obligor
will ensure that its payment obligations under the Finance Documents will at
all times have the ranking specified in Clause 17.2 (Pari passu ranking).


 


19.22                 Further Assurances


 


(a)                                  To the extent not delivered to the
Administrative Agent on or before the Closing Date (including in respect of
after-acquired property and persons that become Grantor Parties after the
Closing Date), each Obligor agrees promptly to do, or cause each Grantor Party
(and, to the extent deemed by either Agent to be necessary or appropriate to
consummate the transactions contemplated in this Clause 19.22, each other
Restricted Person) to do, each of the following, unless otherwise agreed by
each Agent to:


 


(i)                                    deliver to the Administrative Agent
such duly executed guarantees and related documents, in each case in form and
substance reasonably satisfactory to each Agent and as either Agent deems
necessary or advisable in order to ensure that (i) each Grantor Party and each
Subsidiary of any Grantor Party that has guaranteed indebtedness of any obligor
under any UK Senior Facility Document or any US Senior Facility Document or
indebtedness permitted pursuant to Clause 19.8 (Indebtedness) hereunder guarantees as primary obligor and
not as surety, the full and punctual payment when due of the Obligations or any
part thereof; and


 


(ii)                                deliver to the Administrative Agent
such duly-executed documents purporting to create Security pursuant and in
accordance with any Finance Document, in each case in form and substance
reasonably satisfactory to each Agent and as either Agent deems necessary or
advisable in order to effectively grant to the Administrative Agent, for the
benefit of the Finance Parties (i) a valid, perfected and enforceable security
interest (second in priority only to the security interests granted pursuant to
the UK Senior Facility Documents or the US Senior Facility Documents) in the
Share Capital and other debt securities owned by each Grantor Party and each
Subsidiary of any Grantor Party that has granted (and then only to the extent
of such grant) a security interest in such Share Capital or other debt
securities to secure indebtedness under any UK Senior Facility Documents and/or
US Senior Facility Documents or


 


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indebtedness permitted pursuant to Clause 19.8 (Indebtedness) and (ii) a valid, perfected
and enforceable security interest (second in priority only to the security
interests granted pursuant to the UK Senior Facility Documents or the US Senior
Facility Documents) in all property interests and other assets of any Obligor
and any Subsidiary of each Grantor Party granted (and then only to the extent
of such grant) a security interest in any such property interests or other
assets to secure indebtedness owing under any US Senior Facility Document or US
Senior Facility Document or indebtedness permitted pursuant to Clause 19.8(e)  (Indebtedness)  hereunder.


 


(b)                                  At the request of the Administrative
Agent at any time and from time to time, each Obligor shall cause each Grantor
Party to, at its expense, duly execute and deliver, or cause to be duly
executed and delivered, such further agreements, documents and instruments,
(including promissory notes evidencing intercompany indebtedness owed by or
owed to GIFL), and do or cause to be done such further acts as may be necessary
or proper to evidence, perfect, maintain and enforce the security interests and
the priority thereof in the Security created pursuant to the Finance Documents
and to otherwise effectuate the provisions or purposes of this Agreement or any
of the other Finance Documents.


 


20                                  EVENTS OF DEFAULT


 


20.1                        Events of Default


 


The occurrence
or existence of any one or more of the following events are
referred to herein individually as an “Event
of Default,” and collectively as “Events
of Default”:


 


(a)                                  any Obligor fails to pay when due any
amount outstanding under the Finance Documents (other than interest or fees due
hereunder);


 


(b)                                  any Obligor fails to pay any
interest or fees within three days after such interest or fees become due
hereunder;


 


(c)                                  any Obligor fails to perform any of
the terms, covenants, conditions or provisions contained in any of the Finance
Documents and:


 


(i)                                    such failure shall continue for 10
Business Days; provided, however,
that, such 10 Business Day period shall not apply in the case of (A) any
failure to perform a term, covenant, condition or provision that results in the
occurrence of an Event of Default addressed in any other provision or paragraph
of this Clause 20.1, (B) any failure to perform any such term, covenant,
condition or provision that has been the subject of two previous failures
within the prior twelve-month period or (C) an intentional breach by any
Obligor of such term, covenant, condition or provision; and


 


(ii)                                with respect to a breach of the
covenant set forth in Clause 18.1 (Minimum
EBITDA) and Clause 18.2 (Minimum
Tangible Net Worth), such breach shall not be deemed an Event of
Default if (A) such breach arises from either (1) a failure to meet the
minimum EBITDA amount set forth in Clause 18.1 (Minimum EBITDA) by no more than US$5,000,000 or (2) a
failure to meet the minimum Tangible Net Worth amount set forth in Clause 18.2
(Minimum


 


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Tangible Net Worth) by no more than US$7,500,000 and
(B) within 30 days (which period may not be extended by any other cure period
provided for in this Agreement) of the date of such failure any one or more
Questor Funds or one or more Affiliates of the Questor Funds shall have (1) executed
and delivered, or arranged to have issued, to the Lenders, a guarantee (provided, however, that if any Affiliate
of a Questor Fund, rather than a Questor Fund is issuing a guarantee, such
Affiliate must be acceptable to each Agent) with respect to any amount
outstanding under the Finance Documents or other such credit support that shall
be in form and substance satisfactory to each Agent, and shall continue in full
force and effect, without decrease, until such time as any amount outstanding
under the Finance Documents are indefeasibly paid in full or (2) provide to the
Borrower cash as a capital contribution or on a subordinated (in a manner
satisfactory to each Agent) indebtedness basis, in either case for an amount
equal to the absolute difference between (I) the covenanted minimum EBITDA
amount and the actual EBITDA amount then reported pursuant to Clause 18.1 (Minimum EBITDA) or (II) the
covenanted minimum Tangible Net Worth amount and the actual Tangible Net Worth
amount then reported pursuant to Clause 18.2 (Minimum
Tangible Net Worth), as the case may be (the “Breach Amount”); provided, however, that in the event of a subsequent such
breach of either Clause 18.1 (Minimum EBITDA)
or Clause 18.2 (Minimum Tangible Net Worth),
such breach shall not be an Event of Default if within the same time period as
set forth in this Clause 20.1(c)(ii)  such persons take any of the actions
described in (1) or (2) above for the amount that the subsequent Breach Amount
exceeds the prior Breach Amount;


 


(d)                                  any representation, warranty or
statement of fact made by any Obligor to any Finance Party in this Agreement,
the other Finance Documents or any other agreement, schedule, confirmatory
assignment or otherwise shall when made or deemed made be false or misleading
in any material respect;


 


(e)                                  a lien, security interest or other
encumbrance on the GIFL US Intercompany Obligations is granted, is purported to
be granted or is suffered to exist by any of the Finance Parties other than
(i) in favour of the US Senior Secured Parties to secure indebtedness
under the US Senior Facility Documents and/or the UK Senior Facility Documents
and (ii) in favour of the Finance Parties;


 


(f)                                    any Obligor revokes or terminates
any of the terms, covenants, conditions or provisions of any guaranty,
endorsement or other agreement of such party in favour of any Finance Party;


 


(g)                                 any judgment for the payment of
money is rendered against any Obligor in excess of US$2,500,000 in any one case
or in excess of US$5,000,000 in the aggregate and shall remain undischarged or
unvacated for a period in excess of 30 days or execution shall at any time not
be effectively stayed, or any material judgment other than for the payment of
money, or injunction, attachment, garnishment or execution is rendered against
any Obligor or any of their assets;


 


(h)                                 any Obligor, which is a partnership,
limited liability company, limited liability partnership or corporation,
dissolves or suspends or discontinues doing business;


 


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(i)                                    any Obligor becomes unable generally
to pay its debts as they become due, makes an assignment for the benefit of
creditors, makes or sends notice of a bulk transfer or calls a meeting of its
creditors or principal creditors;


 


(j)                                    a case or proceeding under the
bankruptcy laws of the United States of America now or hereafter in effect or
under any insolvency, reorganization, receivership, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction now or hereafter
in effect (whether at law or in equity) is filed against any US Obligor or all
or any part of its properties and any US Obligor shall file any answer
admitting or not contesting such petition or application or indicates its
consent to, acquiescence in or approval of, any such action or proceeding or
such petition or application is not dismissed within 90 days after the date of
its filing or the relief requested is granted sooner;


 


(k)                                a case or proceeding under the
bankruptcy laws of the United States of America now or hereafter in effect or
under any insolvency, reorganisation, receivership, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction now or hereafter
in effect (whether at a law or equity) is filed by any US Obligor or for all or
any part of any US Obligor’s property;


 


(l)                                    a moratorium is declared in respect
of any indebtedness of any Obligor (other than a US Obligor);


 


(m)                              any corporate action, legal proceedings
or other procedure or step is taken in relation to:


 


(i)                                    the suspension of payments, a
moratorium of any indebtedness, winding-up, dissolution, administration or
reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of any Obligor (other than a US Obligor);


 


(ii)                                a composition, compromise, assignment
or arrangement with any creditor of any Obligor (other than a US Obligor);


 


(iii)                            the appointment of a liquidator,
receiver, administrative receiver, administrator, compulsory manager or other
similar officer in respect of any Obligor (other than a US Obligor) or any of
its assets; or


 


(iv)                               enforcement of any Security over any assets of
any Obligor (other than a US Obligor),


 


or any analogous procedure or step is
taken in any jurisdiction;


 


(n)                                 any default by any Obligor under any
agreement, document or instrument relating to any indebtedness for borrowed
money other than any Finance Document, or any capitalised lease obligations,
contingent indebtedness in connection with any guarantee, letter of credit,
indemnity or similar type of instrument in favour of any person other than the
Finance Parties, in any case in an amount in excess of US$2,500,000, which
default continues for more than the applicable cure period, if any, with
respect thereto;


 


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(o)                                  an ERISA Event which results in or
could reasonably be expected to result in liability of any Obligor in an
aggregate amount in excess of US$500,000;


 


(p)                                  any Change of Control;


 


(q)                                  the indictment by any Governmental
Authority, or as either Agent may reasonably and in good faith determine, the
threatened indictment by any Governmental Authority of any Obligor of which any
Obligor, or either Agent receives notice, in either case, as to which there is
a reasonable possibility of an adverse determination, in the good faith
determination of either Agent, under any criminal statute, or commencement or
threatened commencement of criminal or civil proceedings against any Obligor,
pursuant to which statute or proceedings the penalties or remedies sought or available
include forfeiture of (i) any of the Security created pursuant to the Finance
Documents having a value in excess of US$500,000 or (ii) any other property of
such Obligor that is necessary or material to the conduct of its business;


 


(r)                                  without the prior written consents
of each Agent, which consents shall not be unreasonably withheld, GLC or any
Subsidiary of GLC (other than the US Guarantors or the Borrower), in connection
with sales of all or substantially all the assets of a Subsidiary of GLC (other
than the US Guarantors or the Borrower) or sales of all the Share Capital of a
Subsidiary of GLC (other than the US Guarantors or the Borrower), sells or
agrees to sell assets or Share Capital having a fair market value in excess of
US$10,000,000 in the aggregate for the term of this Agreement;


 


(s)                                  any “Event of Default” that occurs
under and as defined in any US Senior Facility Document, any UK Senior Facility
Document or any other agreement, document, note and/or instrument executed or
delivered in connection therewith; or


 


(t)                                    an event of default under any Finance
Document.


 


20.2                        Remedies


 


During the
continuance of any Event of Default, the Administrative Agent may and, at the
request of the Majority Lenders, shall, by notice to the Borrower, declare the
Loan, all interest thereon and all other amounts outstanding under the Finance
Documents to be forthwith due and payable, whereupon the Loan, all such
interest and all such amounts outstanding under the Finance Documents shall
become and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that upon the occurrence of the
Events of Default specified in paragraphs (20.1(i)) or (20.1(j)) of Clause 20.1
(Events of Default), the Loan,
all such interest and all such amounts outstanding under the Finance Documents
shall automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.  In addition to the
remedies set forth above, the Administrative Agent may, subject to the terms of
the Intercreditor Agreements, exercise any remedies provided for by the
Security created pursuant to any of the Finance Documents in accordance with
the terms thereof or any other remedies provided by applicable law.


 


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SECTION 9


 


CHANGES TO PARTIES


 


21                                  CHANGES TO THE LENDERS


 


21.1                        Assignments and
transfers by the Lenders


 


Subject to
this Clause 21, a Lender (the “Existing
Lender”) may:


 


(a)                                  assign any of its rights; or


 


(b)                                  transfer by novation any of its rights and
obligations,


 


to an Eligible
Assignee (the “New Lender”) provided,
however, that (i) if any such assignment shall be of the
assigning Lender’s Loans and Commitment, such assignment shall cover the same
percentage of such Lender’s Loans and Commitment, (ii) the aggregate
amount being assigned pursuant to each such assignment (determined as of the
date of the Transfer Certificate with respect to such assignment) shall in no
event (if less than the assigning Lender’s entire interest) be less than
$1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in
either case, (A) with the consent of the Administrative Agent or
(B) if such assignment is being made to a Lender or an Affiliate or
Approved Fund of such Lender, and (iii) if such Eligible Assignee is not,
prior to the date of such assignment, a Lender or an Affiliate or Approved Fund
of a Lender, such assignment shall be subject to the prior consent of the
Administrative Agent (which consents shall not be unreasonably withheld or
delayed).


 


21.2                        Conditions of
assignment or transfer


 


(a)                                  An assignment will only be effective
on:


 


(i)                                    receipt by the Administrative Agent
of written confirmation from the New Lender (in form and substance satisfactory
to each Agent) that the New Lender will assume the same obligations to the
other Parties as it would have been under if it was an Original Lender; and


 


(ii)                                performance by the Administrative
Agent of all “know your customer” or other checks relating to any person that
it is required to carry out in relation to such assignment to a New Lender, the
completion of which the Administrative Agent shall promptly notify to the
Existing Lender and the New Lender.


 


(b)                                  A transfer will only be effective if
the procedure set out in Clause 21.5 (Procedure
for transfer) is complied with.


 


(c)                                  If:


 


(i)                                    a Lender assigns or transfer any of
its rights or obligations under the Finance Documents or changes its Facility
Office; and


 


(ii)                                as a result of circumstances existing
at the date the assignment, transfer or change occurs, an Obligor would be obliged
to make a payment to the New


 


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Lender or Lender acting through its new
Facility Office under Clause 12 (Tax
gross-up and indemnities) or Clause 13 (Increased Costs).


 


then the New Lender or Lender acting
through its new Facility Office is only entitled to received payment under
those Clauses to the same extent as the Existing Lender or Lender acting
through its previous Facility Office would have been if the assignment,
transfer or change has not occurred.


 


21.3                        Assignment or
transfer fee


 


The New Lender
shall, on the date upon which an assignment or transfer takes effect, pay to the Administrative Agent (for its own
account) a fee of US$3,500.


 


21.4                        Limitation of
responsibility of Existing Lenders


 


(a)                                  Unless expressly agreed to the
contrary, an Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for:


 


(i)                                    the legality, validity, effectiveness,
adequacy or enforceability of the Finance Documents or any other documents;


 


(ii)                                the financial condition of any Obligor
or any of its Subsidiaries;


 


(iii)                            the performance and observance by any
Obligor of its obligations under the Finance Documents or any other documents;
or


 


(iv)                               the accuracy of any statements (whether
written or oral) made in or in connection with any Finance Document or any
other document,


 


and any representations or warranties
implied by law are excluded.


 


(b)                                  Each New Lender confirms to the
Existing Lender and the other Finance Parties that it:


 


(i)                                    has made (and shall continue to
make) its own independent investigation and assessment of the financial
condition and affairs of each Obligor and its Subsidiaries and other related
entities in connection with its participation in this Agreement and has not
relied exclusively on any information provided to it by the Existing Lender in
connection with any Finance Document; and


 


(ii)                                will continue to make its own
independent appraisal of the creditworthiness of each Obligor and its
Subsidiaries and other related entities whilst any amount is or may be
outstanding under the Finance Documents or any Commitment is in force.


 


(c)                                  Nothing in any Finance Document
obliges an Existing Lender to:


 


(i)                                    accept a re-transfer from a New Lender of
any of the rights and obligations assigned or transferred under this Clause 21;
or


 


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(ii)                                support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any Obligor of
its obligations under the Finance Documents or otherwise.


 


21.5                        Procedure for
transfer


 


(a)                                  Subject to the conditions set out in
Clause 21.2 (Conditions of assignment or
transfer) a transfer is effected in accordance with paragraph (c)
below when the Administrative Agent executes an otherwise duly completed
Transfer Certificate delivered to it by the Existing Lender and the New
Lender.  The Administrative Agent shall,
subject to paragraph (b) below, as soon as reasonably practicable after receipt
by it of a duly completed Transfer Certificate appearing on its face to comply
with the terms of this Agreement and delivered in accordance with the terms of
this Agreement, execute that Transfer Certificate.


 


(b)                                  The Administrative Agent shall only
be obliged to execute a Transfer Certificate delivered to it by the Existing
Lender and the New Lender once it is satisfied it has complied with all
necessary “know your customer” or other similar checks under all applicable
laws and regulations in relation to the transfer to such New Lender.


 


(c)                                  On the Transfer Date:


 


(i)                                    to the extent that in the Transfer Certificate
the Existing Lender seeks to transfer by novation its rights and obligations
under the Finance Documents each of the Obligors and the Existing Lender shall
be released from further obligations towards one another under the Finance
Documents and their respective rights against one another under the Finance
Documents shall be cancelled (being the “Discharged
Rights and Obligations”);


 


(ii)                                each of the Obligors and the New Lender
shall assume obligations towards one another and/or acquire rights against one
another which differ from the Discharged Rights and Obligations only insofar as
that Obligor and the New Lender have assumed and/or acquired the same in place
of that Obligor and the Existing Lender;


 


(iii)                            the Agents, the Arrangers, the New
Lender and other Lenders shall acquire the same rights and assume the same
obligations between themselves as they would have acquired and assumed had the
New Lender been an Original Lender with the rights and/or obligations acquired
or assumed by it as a result of the transfer and to that extent the Agents, the
Arrangers and the Existing Lender shall each be released from further
obligations to each other under the Finance Documents; and


 


(iv)                               the New Lender shall become a Party as
a “Lender”.


 


21.6                        Copy of Transfer
Certificate to Borrower


 


The
Administrative Agent shall, as soon as reasonably practicable after it has
executed a Transfer Certificate, send to the Borrower a copy of that Transfer
Certificate.


 


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21.7                        Disclosure of
information


 


Any Lender may
disclose to any of its Affiliates and any other person:


 


(a)                                  to (or through) whom that Lender
assigns or transfers (or may potentially assign or transfer) all or any of its
rights and obligations under this Agreement;


 


(b)                                  with (or through) whom that Lender
enters into (or may potentially enter into) any sub-participation in relation
to, or any other transaction under which payments are to be made by reference
to, this Agreement or any Obligor; or


 


(c)                                  to whom, and to the extent that,
information is required to be disclosed by any applicable law or regulation,


 


any information about any Obligor, GLC and any of its Subsidiaries and the
Finance Documents as that Lender shall consider appropriate if, in relation to
paragraphs (a) and (b) above, the person to whom the information is to be given
has entered into a confidentiality undertaking in accordance with any customary
practices as referenced in Clause 29 (Confidentiality).


 


22                                  CHANGES TO THE OBLIGORS


 


22.1                        Assignments and
transfer by Obligors


 


No Obligor may
assign any of its rights or transfer any of its rights or obligations under the
Finance Documents.


 


22.2                        Additional
Guarantors


 


(a)                                  Subject to compliance with the
provisions of paragraphs (c) and (d) of Clause 2.3 (“Know your customer” checks), the Borrower may request that
any of its Subsidiaries become an Additional Guarantor.  That Subsidiary shall become an Additional
Guarantor if:


 


(i)                                    the Borrower delivers to the
Administrative Agent a duly completed and executed Accession Deed; and


 


(ii)                                the Administrative Agent has received
all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that
Additional Guarantor, each in form and substance satisfactory to each Agent.


 


(b)                                  The Administrative Agent shall
notify the Borrower and the Lenders promptly upon being satisfied that it has
received (in form and substance satisfactory to each Agent) all the documents
and other evidence listed in Part II of Schedule 2 (Conditions precedent).


 


22.3                        Repetition of
Representations


 


Delivery of an
Accession Deed constitutes confirmation by the relevant Subsidiary that the
Repeating Representations are true and correct in relation to it as at the date
of delivery as if made by reference to the facts and circumstances then
existing.


 


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SECTION 10


 


THE FINANCE PARTIES


 


23                                  ROLE OF THE AGENT AND THE ARRANGERS


 


23.1                        Appointment of the
Agents


 


(a)                                  Each other Finance Party appoints
each of the Agents to act as its agents under and in connection with the
Finance Documents.


 


(b)                                  Each other Finance Party authorises
each of the Agents to exercise the rights, powers, authorities and discretions
specifically given to the relevant Agent under or in connection with the
Finance Documents together with any other incidental rights, powers,
authorities and discretions.


 


23.2                        Appointment of the
Syndication Agent


 


Each other
Finance Party appoints the Syndication Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the other
Finance Documents as are delegated to the Syndication Agent thereunder and to
exercise such powers as are reasonably incidental thereto.


 


23.3                        Duties of the
Administrative Agent


 


(a)                                  The Administrative Agent shall
promptly forward to a Party the original or a copy of any document which is
delivered to the Administrative Agent for that Party by any other Party.


 


(b)                                  Except where a Finance Document
specifically provides otherwise, the Administrative Agent is not obliged to
review or check the adequacy, accuracy or completeness of any document it
forwards to another Party.


 


(c)                                  If the Administrative Agent receives
notice from a Party referring to this Agreement, describing a Default and stating
that the circumstance described is a Default, it shall promptly notify the
Finance Parties.


 


(d)                                  If the Administrative Agent is aware
of the non-payment of any principal, interest, commitment fee or other fee
payable to a Finance Party (other than the Agent or the Arrangers) under this
Agreement it shall promptly notify the other Finance Parties.


 


(e)                                  The Administrative Agent’s duties
under the Finance Documents are solely mechanical and administrative in nature.


 


(f)                                    Each other Finance Party authorises the
Administrative Agent to deliver any amounts received from an Obligor, which the
Administrative Agent deems to fall within Clause 26.2 (Distributions by the Agents), to the
administrative agent under the US Second Lien Credit Agreement for payment of
any amount outstanding under the US Loan Documents in accordance with the terms
of the US Second Lien Credit Agreement.


 


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(g)                                 Each Lender hereby consents to the
release and directs, in accordance with the terms hereof, the Administrative
Agent to release (or, in the case of paragraph (ii) below, release or
subordinate) any Security held by the Administrative Agent for the benefit of
the Lenders against any of the following:


 


(i)                                    all of the Security created pursuant
to and in accordance with the Finance Documents and all Obligors, upon
termination of the Commitments and payment and satisfaction in full of all
Loans and all other Obligations that the Administrative Agent has been notified
in writing are then due and payable;


 


(ii)                                any assets that are subject to a
replacement lien permitted by Clause 19.7(i) (Encumbrances)
or to a lien permitted by Clause 19.7(h) (Encumbrances);
and


 


(iii)                            any part of the Security created
pursuant to and in accordance with the Finance Documents which is sold or
disposed of by an Obligor if such sale or disposition is permitted by this
Agreement (or permitted pursuant to a waiver of or consent to a transaction
otherwise prohibited by this Agreement).


 


(h)                                 Each of the Lenders hereby directs
the Administrative Agent to execute and deliver or file such termination and
partial release statements and do such other things as are necessary to release
the security interests and liens and to be released pursuant to this Clause
23.3 promptly upon the effectiveness of any such release.


 


23.4                        Role of the
Arrangers and Syndication Agent


 


Except as specifically provided in the
Finance Documents, the Arrangers and/or the Syndication Agent have no
obligations of any kind to any other Party under or in connection with any
Finance Document.


 


23.5                        No fiduciary duties


 


(a)                                  Nothing in this Agreement
constitutes the Agents or the Arrangers as a trustee or fiduciary of any other
person.


 


(b)                                  Neither the Agents nor 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.


 


23.6                        Business with GLC
and its Subsidiaries


 


The Agents and
the Arrangers may accept deposits from, lend money to and generally engage in
any kind of banking or other business with GLC or any of its Subsidiaries.


 


23.7                        Rights and
discretions of the Agents


 


(a)                                  The Agents 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.


 


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(b)                                  The Agents may assume (unless it has
received notice to the contrary in their capacity as agents for the Lenders)
that:


 


(i)                                    no Default has occurred;


 


(ii)                                any right, power, authority or
discretion vested in any Party or the Majority Lenders has not been exercised;
and


 


(iii)                            any notice or request made by the
Borrower (other than the Utilisation Request or Selection Notice) is made on
behalf of and with the consent and knowledge of all the Obligors.


 


(c)                                  The Agents may engage, pay for and
rely on the advice or services of any lawyers, accountants, surveyors or other
experts.


 


(d)                                  The Agents may act in relation to
the Finance Documents through its personnel and agents.


 


(e)                                  The Agents may disclose to any other
Party any information it reasonably believes it has received as agent under
this Agreement.


 


(f)                                    Notwithstanding any other provision
of any Finance Document to the contrary, neither the Agents nor the Arrangers
is obliged to do or omit to do anything if it would or might in its reasonable
opinion constitute a breach of any law or regulation or a breach of a fiduciary
duty or duty of confidentiality.


 


23.8                        Majority Lenders’
instructions


 


(a)                                  Unless a contrary indication appears
in a Finance Document, the Administrative Agent shall (i) exercise any right,
power, authority or discretion vested in it as Administrative Agent in
accordance with any instructions given to it by the Majority Lenders (or, if so
instructed by the Majority Lenders, refrain from exercising any right, power,
authority or discretion vested in it as Administrative Agent) and (ii) not be
liable for any act (or omission) if it acts (or refrains from taking any
action) in accordance with an instruction of the Majority Lenders.


 


(b)                                  Unless a contrary indication appears
in a Finance Document, any instructions given by the Majority Lenders will be
binding on all the Finance Parties.


 


(c)                                  The Administrative Agent may refrain
from acting in accordance with the instructions of the Majority Lenders (or, if
appropriate, the Lenders) until it has received such security as it may require
for any cost, loss or liability (together with any associated VAT) which it may
incur in complying with the instructions.


 


(d)                                  In the absence of instructions from
the Majority Lenders, (or, if appropriate, the Lenders) the Administrative Agent
may act (or refrain from taking action) as it considers to be in the best
interest of the Lenders.


 


(e)                                  The Administrative Agent is not
authorised to act on behalf of a Lender (without first obtaining that Lender’s
consent) in any legal or arbitration proceedings relating to any Finance
Document.


 


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23.9                        Responsibility for
documentation


 


Neither the
Agents nor the Arrangers:


 


(a)                                  is responsible for the adequacy,
accuracy and/or completeness of any information (whether oral or written)
supplied by the Agents, the Arrangers, an Obligor or any other person given in
or in connection with any Finance Document; or


 


(b)                                  is 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.


 


23.10                 Exclusion of
liability


 


(a)                                  Without limiting paragraph (b)
below, the Agents 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 Party (other than the Agents) may
take any proceedings against any officer, employee or agent of the Agents in
respect of any claim it might have against the Agents or in respect of any act
or omission of any kind by that officer, employee or agent in relation to any
Finance Document and any officer, employee or agent of the Agents may rely on
this Clause subject to Clause 1.3 (Third
Party Rights) and the provisions of the Third Parties Act.


 


(c)                                  The Agents 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 the Agents if the Agents 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 the Agents for that purpose.


 


(d)                                  Nothing in this Agreement shall
oblige the Agents or the Arrangers to carry out any “know your customer” or
other checks in relation to any person on behalf of any Lender and each Lender
confirms to the Agents and the Arrangers that it is solely responsible for any
such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Agents or the Arrangers.


 


23.11                 Lenders’ indemnity
to the Agents


 


Each Lender
shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify each of the Agents, within three
Business Days of demand, against any cost, loss or liability incurred by either
of the Agents (otherwise than by reason of the relevant Agent’s gross
negligence or wilful misconduct) in acting as Agent under the Finance Documents
(unless the relevant Agent has been reimbursed by an Obligor pursuant to a
Finance Document).


 


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23.12                 Resignation of the
Agents


 


(a)                                  The Agents may resign and by giving
notice to the other Finance Parties and the Borrower (after consultation with
the Borrower) appoint one of its Affiliates acting through an office as successor.


 


(b)                                  Alternatively either Agent may
resign by giving notice to the other Finance Parties and the Borrower, in which
case the Majority Lenders (after consultation with the Borrower) may appoint a
successor Agent.


 


(c)                                  If the Majority Lenders have 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 Borrower) may appoint a successor Agent.


 


(d)                                  The retiring Agent shall, at its own
cost, make available to the successor Agent such documents and records and
provide such assistance as the successor Agent may reasonably request for the
purposes of performing its functions as Agent under the Finance Documents.


 


(e)                                  The Agent’s resignation notice shall
only take effect upon the appointment of a successor.


 


(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
23.  Its successor and each of the other
Parties shall have the same rights and obligations amongst themselves as they
would have had if such successor had been an original Party.


 


(g)                                 After consultation with the
Borrower, the Majority Lenders may, by notice to an Agent, require it to resign
in accordance with paragraph (b) above. 
In this event, the relevant Agent shall resign in accordance with
paragraph (b) above.


 


23.13                 Confidentiality


 


(a)                                  In acting as agent for the Finance
Parties, each Agent shall be regarded as acting through its agency division
which 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 an Agent, it may be treated as confidential
to that division or department and the relevant Agent shall not be deemed to
have notice of it.


 


23.14                 Relationship with
the Lenders


 


(a)                                  Each 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 five Business Days prior
notice from that Lender to the contrary in accordance with the terms of this
Agreement.


 


(b)                                  Each Lender shall supply the
Administrative Agent with any information required by the Administrative Agent
in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formula).


 


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23.15                 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
each of the Agents 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 of GLC and its Subsidiaries;


 


(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 any information provided by any Agent, any Party 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.


 


23.16                 Reference Bank


 


If a Reference
Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Administrative Agent shall (in
consultation with the Borrower) appoint another Lender or an Affiliate of a
Lender to replace that Reference Bank.


 


23.17                 Deduction from amounts
payable by the Agent


 


If any Party
owes an amount to an Agent under the Finance Documents the relevant Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the relevant 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 any amount so deducted.


 


24                                  CONDUCT OF BUSINESS BY THE FINANCE PARTIES


 


No provision
of this Agreement will:


 


(a)                                  interfere with the right of any Finance Party
to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;


 


(b)                                  oblige any Finance Party to
investigate or claim any credit, relief, remission or repayment available to it
or the extent, order and manner of any claim; or


 


(c)                                  oblige any Finance Party to disclose any
information relating to its affairs (tax or otherwise) or any computations in
respect of Tax.


 


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25                                  SHARING AMONG THE FINANCE PARTIES


 


25.1                        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 26 (Payment mechanics) and
applies that amount to a payment due under the Finance Documents then:


 


(a)                                  the Recovering Finance Party shall,
within three Business Days, notify details of the receipt or recovery, to the
Administrative Agent;


 


(b)                                  the Administrative 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 Administrative Agent and distributed in accordance with
Clause 26 (Payment mechanics),
without taking account of any Tax which would be imposed on the Administrative
Agent in relation to the receipt, recovery or distribution; and


 


(c)                                  the Recovering Finance Party shall,
within three Business Days of demand by the Administrative Agent, pay to the
Administrative Agent an amount (the “Sharing
Payment”) equal to such receipt or recovery less any amount which
the Administrative Agent determines may be retained by the Recovering Finance
Party as its share of any payment to be made, in accordance with Clause 26.5 (Partial payments).


 


25.2                        Redistribution of
payments


 


The
Administrative 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 26.5 (Partial payments).


 


25.3                        Recovering Finance
Party’s rights


 


(a)                                  On a distribution by the
Administrative Agent under Clause 25.2 (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.


 


25.4                        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 25.2 (Redistribution of payments) shall, upon
request of the Administrative Agent, pay to the Administrative Agent for
account of that Recovering Finance Party an amount equal to the appropriate
part of its share of the 
Sharing Payment (together with an amount as is necessary to
reimburse that Recovering


 


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Finance Party for its proportion of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay); and


 


(b)                                  that Recovering Finance Party’s rights
of subrogation in respect of any reimbursement shall be cancelled and the
relevant Obligor will be liable to the reimbursing Finance Party for the amount
so reimbursed.


 


25.5                        Exceptions


 


(a)                                  This Clause 25 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 any amount which the Recovering
Finance Party has received or recovered as a result of taking legal or
arbitration proceedings, if:


 


(i)                                    it notified that other Finance Party
of the legal or arbitration proceedings; and


 


(ii)                                that 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 and did not
take separate legal or arbitration proceedings.


 


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SECTION 11


 


ADMINISTRATION


 


26                                  PAYMENT MECHANICS


 


26.1                        Payments to the
Agents


 


(a)                                  On each date on which an Obligor or
a Lender is required to make a payment under a Finance Document, that Obligor
or Lender shall make the same available to the relevant Agent (unless a
contrary indication appears in a Finance Document) for value on the due date at
the time and in such funds specified by the relevant Agent as being customary
at the time for settlement of transactions in the relevant currency in the
place of payment.


 


(b)                                  Payment shall be made to such
account in the principal financial centre of the country of that currency with
such bank as the relevant Agent specifies.


 


26.2                        Distributions by
the Agents


 


Each payment
received by the Agents under the Finance Documents for another Party shall,
subject to Clause 26.3 (Distributions to an
Obligor) and Clause 26.4 (Clawback)
be made available by the relevant Agent as soon as practicable after receipt to
the Party entitled to receive payment in accordance with this Agreement (in the
case of a Lender, for the account of its Facility Office), to such account as
that Party may notify to the relevant Agent by not less than five Business
Days’ notice with a bank in the principal financial centre of the country of
that currency.


 


26.3                        Distributions to an
Obligor


 


An Agent may
(with the consent of the Obligor or in accordance with Clause 27 (Set-off)) apply any amount received by it
for that Obligor in or towards payment (on the date and in the currency and
funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so
applied.


 


26.4                        Clawback


 


(a)                                  Where a sum is to be paid to an
Agent under the Finance Documents for another Party, the Agent is not obliged
to pay that sum to that other Party (or to enter into or perform any related
exchange contract) until it has been able to establish to its satisfaction that
it has actually received that sum.


 


(b)                                  If an Agent pays an amount to
another Party and it proves to be the case that the relevant Agent had not
actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the relevant Agent shall
on demand refund the same to the relevant Agent together with interest on that
amount from the date of payment to the date of receipt by the relevant Agent, calculated
by the relevant Agent to reflect its cost of funds.


 


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26.5                        Partial payments


 


(a)                                  If the Administrative Agent receives
a payment that is insufficient to discharge all the amounts then due and payable
by an Obligor under the Finance Documents, the Administrative Agent shall apply
that payment towards the obligations of that Obligor under the Finance
Documents in the following order:


 


(i)                                    first, to pay interest on and then
principal of any portion of the Loan the Administrative Agent may have advanced
on behalf of any Lender and for which the Administrative Agent has not then
been reimbursed by such Lender or the Borrower;


 


(ii)                                second,
to pay for any fees, expense reimbursements or indemnities then due to the
Administrative Agent under or pursuant to any Finance Document;


 


(iii)                            third,
to pay for any fees, expense reimbursements or indemnities then due to the
Lenders under or pursuant to any Finance Document;


 


(iv)                               fourth,
to pay interest then due and payable in respect of the Loan;


 


(v)                                   fifth,
to pay or prepay principal amounts on the Loan, rateably to the aggregate
principal amount of such Loan; and


 


(vi)                               sixth,
to the rateable payment of all other outstanding amounts under any of the
Finance Documents;


 


(b)                                  The Administrative Agent shall, if
so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iii) to (a)(vi) above.


 


(c)                                  Paragraphs (a) and (b) above will
override any appropriation made by an Obligor.


 


26.6                        No set-off by Obligors


 


All payments
to be made by an Obligor under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off or counterclaim.


 


26.7                        Business Days


 


(a)                                  Any payment which is due to be made
on a day that is not a Business Day shall be made on the next Business Day in
the same calendar month (if there is one) or the preceding Business Day (if
there is not).


 


(b)                                  During any extension of the due date
for payment of any principal or Unpaid Sum under this Agreement interest is
payable on the principal or Unpaid Sum at the rate payable on the original due
date.


 


26.8                        Currency of account


 


(a)                                  Subject to paragraphs (b) and (c)
below, dollars is the currency of account and payment for any sum due from an
Obligor under any Finance Document.


 


(b)                                  Each payment in respect of costs,
expenses or Taxes shall be made in the currency in which the costs, expenses or
Taxes are incurred.


 


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(c)                                  Any amount expressed to be payable
in a currency other than dollars shall be paid in that other currency.


 


26.9                        Change of currency


 


(a)                                  Unless otherwise prohibited by law,
if more than one currency or currency unit are at the same time recognised by
the central bank of any country as the lawful currency of that country, then:


 


(i)                                    any reference in the Finance
Documents to, and any obligations arising under the Finance Documents in, the
currency of that country shall be translated into, or paid in, the currency or
currency unit of that country designated by the Administrative Agent (after
consultation with the Borrower); and


 


(ii)                                any translation from one currency or
currency unit to another shall be at the official rate of exchange recognised
by the central bank for the conversion of that currency or currency unit into
the other, rounded up or down by the Administrative Agent (acting reasonably).


 


(b)                                  If a change in any currency of a
country occurs, this Agreement will, to the extent the Agents (acting
reasonably and after consultation with the Borrower) specify to be necessary,
be amended to comply with any generally accepted conventions and market
practice in the Relevant Interbank Market and otherwise to reflect the change
in currency.


 


27                                  SET-OFF


 


A Finance
Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor, regardless of
the place of payment, booking branch or currency of either obligation.  If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.


 


28                                  NOTICES


 


28.1                        Communications in
writing


 


Any communication
to be made under or in connection with the Finance Documents shall be made in
writing and, unless otherwise stated, may be made by fax, letter or (as between
an Agent and a Lender) electronic mail.


 


28.2                        Addresses


 


The address
and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to
be made or delivered under or in connection with the Finance Documents is:


 


(a)                                  in the case of the Borrower, that identified
with its name below;


 


(b)                                  in the case of each Lender or any
other Original Obligor, that notified in writing to the Administrative Agent on
or prior to the date on which it becomes a Party; and


 


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(c)                                  in the case of the Administrative
Agent or the Syndication Agent, that identified with its respective name below,


 


or any
substitute address or fax number or electronic mail address or department or
officer as the Party may notify to the Administrative Agent (or the
Administrative Agent may notify to the other Parties, if a change is made by
the Administrative Agent) by not less than five Business Days’ notice.


 


If to the
Borrower or any of the other Original Obligors incorporated in England:


 


Royal Court

81 Tweedy Road

Bromley

Kent BR1 1TW 

Attention: the Company Secretary

Telephone Number: 020 8460 5050

Facsimile Number: 020 8461 8782


 


If to any of
the Original Obligors incorporated in Bermuda:


 


Codan Services Limited

Church Street

Hamilton

Bermuda

Attention: Andre J. Dill

Telephone: 441 299 4959

Facsimile: 441 299 4985


 


If to the
Administrative Agent:


 


Citicorp North America, Inc.

388 Greenwich Street, 19th Floor

New York, New York 10013

Attention: Mr. Rob Ziemer, Director

Telecopy no:  (212) 723-8547

E-Mail Address: rob.ziemer@citigroup.com


 


with a copy to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119

Attention:  Daniel S. Dokos

Telecopy no:  (212) 310-8007

E-Mail Address: daniel.dokos@weil.com.


 


If to the
Syndication Agent:


 


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Bear Stearns Corporate Lending
Inc.

383 Madison Avenue

New York, NY 10179

Attention: Stephen J. Kampf

Telecopy no: (917) 849-2127

E-Mail Address: skampf@bear.com.


 


28.3                        Delivery


 


(a)                                  Any communication or document made
or delivered by one person to another under or in connection with the Finance
Documents will only be effective:


 


(i)                                    if by way of fax, when received in
legible form; or


 


(ii)                                if by way of letter, when it has
been left at the relevant address or five Business Days after being deposited
in the post postage prepaid in an envelope addressed to it at that address,


 


and if a particular department or
officer is specified as part of its address details provided under Clause 28.2
(Addresses), if addressed to that
department or officer.


 


(b)                                  Any communication or document to be
made or delivered to the Administrative Agent will be effective only when
actually received by the Administrative Agent and then only if it is expressly
marked for the attention of the department or officer (if any) identified with
the Administrative Agent’s signature below (or any substitute department or
officer as the Administrative Agent shall specify for this purpose).


 


(c)                                  All notices from or to an Obligor
shall be sent through the Administrative Agent.


 


(d)                                  Any communication or document made
or delivered to the Borrower in accordance with this Clause will be deemed to
have been made or delivered to each of the Obligors.


 


28.4                        Notification of
address and fax number


 


Promptly upon
receipt of notification of an address or fax number or change of address or fax
number pursuant to Clause 28.2 (Addresses)
or changing its own address or fax number, the Administrative Agent shall
notify the other Parties.


 


28.5                        Electronic communication


 


(a)                                  Any communication to be made between
the Administrative Agent and a Lender under or in connection with the Finance
Documents may be made by electronic mail or other electronic means.


 


(b)                                  Any electronic communication made
between the Administrative 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 Administrative Agent only if it is
addressed in such a manner as the Administrative Agent shall specify for this
purpose.


 


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28.6                        English language


 


(a)                                  Any notice given under or in
connection with any Finance Document must be in English.


 


(b)                                  All other documents provided under
or in connection with any Finance Document must be:


 


(i)                                    in English; or


 


(ii)                                if not in English, and if so
required by the Administrative Agent, accompanied by a certified English
translation and, in this case, the English translation will prevail unless the
document is a constitutional, statutory or other official document.


 


29                                  CONFIDENTIALITY


 


Each Lender
and each Agent shall use all reasonable efforts to keep information obtained by
it pursuant hereto and the other Finance Documents confidential in accordance
with such Lender’s or Agent’s, as the case may be, customary practices and
agrees that it shall only use such information in connection with the
transactions contemplated by this Agreement and not disclose any such
information other than as permitted by Clause 21.7 (Disclosure of information).


 


30                                  CALCULATIONS AND CERTIFICATES


 


30.1                        Accounts


 


In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance
Party are prima facie evidence of
the matters to which they relate.


 


30.2                        Certificates and
Determinations


 


Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


30.3                        Day count
convention


 


Any interest,
commission or fee accruing under a Finance Document will accrue from day to day
and is calculated on the basis of the actual number of days elapsed and a year
of 360 days or, in any case where the practice in the Relevant Interbank Market
differs, in accordance with that market practice.


 


31                                  PARTIAL INVALIDITY


 


If, at any
time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.


 


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32                                  REMEDIES AND WAIVERS


 


No failure to
exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor
shall any single or partial exercise of any right or remedy prevent any further
or other exercise 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.


 


33                                  AMENDMENTS AND WAIVERS


 


33.1                        Required consents


 


(a)                                  Subject to Clause 33.2 (Exceptions) any term of the Finance
Documents (other than in respect of the Fee Letter) may be amended or waived
only with the consent of the Majority Lenders and the Obligors and any such amendment
or waiver will be binding on all Parties.


 


(b)                                  The Administrative Agent may effect,
on behalf of any Finance Party, any amendment or waiver permitted by this
Clause.


 


33.2                        Exceptions


 


(a)                                  An amendment or waiver that has the
effect of changing or which relates to:


 


(i)                                    the definition of “Majority Lenders” in
Clause 1.1 (Definitions);


 


(ii)                                an extension to the date of payment of
any amount under the Finance Documents;


 


(iii)                            a reduction in the Margin or a
reduction in the amount of any payment of principal, interest, fees or
commission payable;


 


(iv)                               an increase in or an extension of any
Commitment;


 


(v)                                   a change to the Borrowers or
Guarantors other than in accordance with Clause 22 (Changes to the Obligors);


 


(vi)                               any provision which expressly requires
the consent of all the Lenders; or


 


(vii)                           Clause 2.2 (Finance Parties’ rights and obligations),
Clause 21 (Changes to the Lenders)
or this Clause 33,


 


shall not be made without the prior
consent of all the Lenders.


 


(b)                                  An amendment or waiver which relates
to the rights or obligations of the Agents or the Arrangers may not be effected
without the consent of the Agents or the Arrangers (as the case may be).


 


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34                                  COUNTERPARTS


 


Each Finance
Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the
Finance Document.


 


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SECTION 12


 


GOVERNING LAW AND ENFORCEMENT


 


35                                  GOVERNING LAW


 


This Agreement
is governed by English law.


 


36                                  ENFORCEMENT


 


36.1                        Jurisdiction


 


(a)                                  The courts of England have exclusive
jurisdiction to settle any dispute arising out of or in connection with this
Agreement (including a dispute regarding the existence, validity or termination
of this Agreement) (a “Dispute”).


 


(b)                                  The Parties agree that the courts of
England are the most appropriate and convenient courts to settle Disputes and
accordingly no Party will argue to the contrary.


 


(c)                                  This Clause 36.1 is for the benefit
of the Finance Parties only.  As a
result, no Finance Party shall be prevented from taking proceedings relating to
a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance
Parties may take concurrent proceedings in any number of jurisdictions.


 


36.2                        Service of process


 


Without
prejudice to any other mode of service allowed under any relevant law, each
Obligor (other than an Obligor incorporated in England and Wales):


 


(a)                                  irrevocably appoints the Borrower as
its agent for service of process in relation to any proceedings before the
English courts in connection with any Finance Document; and


 


(b)                                  agrees that failure by a process agent to
notify the relevant Obligor of the process will not invalidate the proceedings
concerned.


 


This
Agreement has been entered into on the date stated at the beginning of this
Agreement.


 


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SCHEDULE
1


 


THE ORIGINAL PARTIES


 


Part I
The Original Obligors


 


	
  Name of Borrower

  	
  Registration number (or equivalent, if any) and jurisdiction of
  incorporation

  
	
   

  	
   

  
	
  GeoLogistics
  Limited

  	
  00112456,
  England

  
	
   

  	
   

  
	
  Name of Original Guarantor

  	
  Registration number (or equivalent, if any) and jurisdiction of
  incorporation

  
	
   

  	
   

  
	
  GeoLogistics
  Corporation

  	
  Delaware

  
	
   

  	
   

  
	
  LIW Holdings
  Corp.

  	
  Delaware

  
	
   

  	
   

  
	
  GeoLogistics
  Americas, Inc.

  	
  Delaware

  
	
   

  	
   

  
	
  Matrix
  International Logistics Inc.

  	
  Delaware

  
	
   

  	
   

  
	
  GeoLogistics
  Expo Services LLC

  	
  Georgia

  
	
   

  	
   

  
	
  Sea Bridge
  Container Lines

  	
  Delaware

  
	
   

  	
   

  
	
  ACI Inc.
  Limited

  	
  01707113,
  England

  
	
   

  	
   

  
	
  GeoLogistics
  Expo Services Limited

  	
  00862896,
  England

  
	
   

  	
   

  
	
  LEP
  Transport Limited

  	
  01822696,
  England

  
	
   

  	
   

  
	
  LEP
  International Holdings Limited

  	
  02989075,
  England

  
	
   

  	
   

  
	
  LEP
  International Worldwide Limited

  	
  03135785,
  England

  
	
   

  	
   

  
	
  GeoLogistics
  International (Bermuda) Limited

  	
  Bermuda

  
	
   

  	
   

  
	
  GeoLogistics
  International Holdings (Bermuda) Limited

  	
  Bermuda

  
	
   

  	
   

  
	
  GeoLogistics
  International Management (Bermuda) Ltd

  	
  Bermuda

  
	
   

  	
   

  
	
  GeoLogistics
  Holdings (Bermuda) Limited

  	
  Bermuda

  



 


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Part II
The Original Lenders


 


	
  Name of Original Lender

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Citibank
  International plc

  	
   

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bear Stearns
  Corporate Lending Inc.

  	
   

  	
  3,000,000

  	
   

  



 


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SCHEDULE
2


 


CONDITIONS PRECEDENT


 


Part I

Conditions Precedent to Initial Utilisation


 


1                                         Original Obligors


 


(a)                                  A copy of the constitutional
documents of each Original Obligor.


 


(b)                                  A copy of a resolution of the board
of directors of each Original Obligor:


 


(i)                                    approving the terms of, and the transactions
contemplated by, the Finance Documents to which it is a party and resolving
that it execute the Finance Documents to which it is a party;


 


(ii)                                authorising a specified person or persons to
execute the Finance Documents to which it is a party on its behalf; and


 


(iii)                            authorising a specified person or
persons, on its behalf, to sign and/or despatch all documents and notices
(including, if relevant, the Utilisation Request and Selection Notice) to be
signed and/or despatched by it under or in connection with the Finance
Documents to which it is a party.


 


(c)                                  A specimen of the signature of each
person authorised by the resolution referred to in paragraph (b) above.


 


(d)                                  A certificate of the Borrower
(signed by a director) confirming that borrowing or guaranteeing, as
appropriate, the Total Commitments would not cause any borrowing, guaranteeing
or similar limit binding on any Original Obligor to be exceeded.


 


(e)                                  A certificate of an authorised
signatory of the relevant Original Obligor certifying that each copy document
relating to it specified in this Part I of Schedule 2 is correct, complete and
in full force and effect as at a date no earlier than the date of this
Agreement.


 


2                                         Legal opinions


 


(a)                                  A legal opinion of the Borrower’s
legal advisers in England, substantially in the form distributed to the
Original Lenders prior to signing this Agreement.


 


(b)                                  A legal opinion of the
Administrative Agent’s legal advisers in England.


 


3                                         Other documents and evidence


 


(a)                                  The latest audited consolidated
financial statements or annual report and financial statements, as applicable,
of each of the Original Obligors incorporated in England.


 


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(b)                                  Evidence that the fees, costs and
expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 15 (Costs and expenses) have been paid or will
be paid by the first Utilisation Date.


 


(c)                                  Certified copies of each amendment
to the UK Senior Facility Documents executed in connection with this Agreement.


 


(d)                                  Certified copies of each of the
following duly executed or signed (as applicable) documents:


 


(i)                                    a debenture among the Borrower and
certain other Obligors as chargors thereunder and the Security Trustee for and
on behalf of the Finance Parties;


 


(ii)                                a debenture among certain of the
Intermediate Holding Companies and the Security Trustee for and on behalf of
the Finance Parties; and


 


(iii)                            a share charge in respect of shares
in the Borrower, held by International Management


 


(iv)                               a side letter between the Administrative
Agent and the US Borrower in respect of Mandatory Repayments.


 


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SIGNATORIES


 


 


	
  Borrower

  
	
   

  
	
  GEOLOGISTICS LIMITED

  
	
   

  
	
  By: /s/
  George Papageorghiou

  
	
   

  
	
   

  
	
  Guarantors

  
	
   

  
	
  GEOLOGISTICS CORPORATION

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  LIW HOLDINGS CORP.

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  GEOLOGISTICS AMERICAS, INC.

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  MATRIX INTERNATIONAL LOGISTICS INC.

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  GEOLOGISTICS EXPO SERVICES LLC

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  SEA-BRIDGE CONTAINER LINES

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  ACI INC. LIMITED

  
	
   

  
	
  By: /s/
  George Papageorghiou

  



 


96





















 


	
  GEOLOGISTICS EXPO SERVICES LIMITED

  
	
   

  
	
  By: /s/
  George Papageorghiou

  
	
   

  
	
   

  
	
  LEP TRANSPORT LIMITED

  
	
   

  
	
  By: /s/
  George Papageorghiou

  
	
   

  
	
   

  
	
  GEOLOGISTICS INTERNATIONAL (BERMUDA) LIMITED.

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  GEOLOGISTICS INTERNATIONAL HOLDINGS (BERMUDA) LTD.

  
	
   

  
	
  By: /s/ R
  Jackson

  
	
   

  
	
   

  
	
  GEOLOGISTICS INTERNATIONAL MANAGEMENT (BERMUDA) LTD.

  
	
   

  
	
  By:/s/ R
  Jackson

  
	
   

  
	
   

  
	
  GEOLOGISTICS HOLDINGS (BERMUDA) LIMITED

  
	
   

  
	
  By:/s/ R
  Jackson

  
	
   

  
	
   

  
	
  Joint Lead Arrangers And Joint Book Running Managers

  
	
   

  
	
  CITIGROUP GLOBAL MARKETS INC.

  
	
   

  
	
  By: /s/
  Sebastien Delasnerie

  
	
   

  
	
   

  
	
  BEAR, STEARNS & CO. INC.

  
	
   

  
	
  By: /s/
  Richard Bram Smith

  



 


97





















 


	
  Administrative Agent

  
	
   

  
	
  CITICORP NORTH AMERICA, INC.

  
	
   

  
	
  By: /s/ Rob
  Ziemer

  
	
   

  
	
   

  
	
  Syndication Agent

  
	
   

  
	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  
	
  By: /s/
  Victor Bulzacchelli

  



 


98





















 


	
  Lenders

  
	
   

  
	
  CITIBANK INTERNATIONAL PLC

  
	
   

  
	
  By: /s/
  Sebastien Delasnerie

  
	
   

  
	
   

  
	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  
	
  By: /s/
  Victor Bulzacchelli

  



 


99