exv10w6



 






Exhibit 10.6






AGREEMENT AND DEED OF THE CREATION OF A FIRST RANKING RIGHT OF PLEDGE OF RECEIVABLES



On the twentieth day of March, two thousand and six, appeared before me, Johannes Schouten,
hereinafter referred to as “civil law notary”, substitute of Pieter Heyme Bolland, civil law
notary (notaris) (“Notary”) officiating at (met plaats van vestiging te) Amsterdam, The
Netherlands:





	1.	 	Saskia Dorothée Schenke, employed at AKD Prinsen Van Wijmen N.V. at its office at Orlyplein
10, 1043 DP Amsterdam, the Netherlands, born at Wijchen, the Netherlands on the twenty-fourth
day of March nineteen hundred and eighty-two, acting upon a written power of attorney granted
by and as such representing Affiliated Computer Services International B.V., a private limited
liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and
existing under the laws of the Netherlands, with Ministry of Justice number B.V. 1165104,
having its corporate seat (statutaire zetel) at Amsterdam, the Netherlands, with address Fred.
Roeskestraat 123-I, 1076 EE Amsterdam, the Netherlands, registered with the trade register of
the Chamber of Commerce for Amsterdam (Kamer van Koophandel en Fabrieken voor Amsterdam) under
number 34160388 (the “Pledgor”);






	2.	 	Bart Garnaat, employed as a lawyer at AKD Prinsen Van Wijmen N.V. at its office at Orlyplein
10, 1043 DP Amsterdam, the Netherlands, born at Purmerend, the Netherlands on the sixteenth
day of September nineteen hundred and seventy-eight, acting upon a written power of attorney
granted by and as such representing Citicorp USA, Inc., a company incorporated under the laws
of Delaware, United States of America, having its registered office in 1209 Orange Street, c/o
CT Corporation, Wilmington, Delaware, United States of America, with address 388 Greenwich
Street, New York, New York 10013,
United States of America, for the purposes hereof acting in its own capacity (the
“Pledgee”).










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WHEREAS:





	A.	 	On the twentieth day of March two thousand six, a Credit Agreement (the “Credit Agreement”)
(as same may be extended, prolonged or amended, renewed or novated from time to time) was
entered into amongst, inter alia, (1) Affiliated Computer Services, Inc. as Borrower (the
“Company”), (2) ACS Worldwide Lending Ltd. as the U.K. Borrower, (3) Citicorp USA, Inc. as
Administrative Agent and (4) Citigroup Global Markets, Inc. as Sole Lead Arranger and Book
Runner.
	 
	B.	 	Moreover, in connection with the transactions contemplated by the Credit Agreement, the
Pledgor has entered into a Guaranty (as defined in the Credit Agreement (and included in the
Loan Documents)) dated the twentieth day of March two thousand six in favor of the Guaranteed
Parties (the “Guaranty”). A copy of the Guaranty is attached to this Deed (as hereinafter
defined).
	 
	C.	 	Pursuant to the Credit Agreement and the Guaranty, the Pledgor is obliged to create a right
of pledge on the Present Receivables (as hereinafter defined), the Relative Future Receivables
(as hereinafter defined) and the Absolute Future Receivables (as hereinafter defined) in favor
of the Pledgee for the benefit of the Guaranteed Parties, and, pursuant to this Deed (as
hereinafter defined), for the benefit of the Pledgee (for the avoidance of doubt acting in its
own capacity) which pledge shall be created by this Deed (as hereinafter defined).





DECLARE AS FOLLOWS:






	1.	 	INTERPRETATION
	 
	1.1	 	Words and expressions defined in the Credit Agreement shall have the same meaning when
used herein unless otherwise defined herein.
	 
	1.2	 	In this agreement and deed of the creation of a first ranking right of pledge of Receivables
(pandakte) (the “Deed”) the following words and expressions shall have the following meanings:





	 	 	 
	Absolute Future

Receivables

	 	means all Receivables acquired by the Pledgor after
the time of this Deed from any Subsidiaries of the Borrower or of any Subsidiary Borrower,
other than the Future Receivables acquired directly pursuant to a legal relationship now in
existence;
	 
	 	 
	Articles of
Association

	 	means the articles of association (statuten) of the
Company as they read since they have lastly been amended by a deed of amendment, executed on
the tenth day of March, two thousand six, before a substitute of Paul Hubertus Nicolaas
Quist, civil law notary officiating in Amsterdam, the Netherlands, (these articles of
association have not been amended since) as amended from time to time;






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	Enforcement

Event

	 	means any default (verzuim) in or in connection with the
proper performance of the Secured Obligations, provided it is also an Event of Default (as
defined in the Credit Agreement) which has occurred and is continuing, and has not been
remedied or waived;
	 
	 	 
	Existing Indenture

	 	means the Indenture, dated the sixth day of June
two thousand five, between the Company and The Bank of New York Trust Company, N.A., as
trustee, as supplemented by the First Supplemental Indenture and the Second Supplemental
Indenture;
	 
	 	 
	Existing Note

	 	means each of the notes issued under and governed by
the Existing Indenture;
	 
	 	 
	Existing Note

Obligations

	 	means all obligations of the Company under the Existing
Notes;
	 
	 	 
	First Supplemental

Indenture

	 	means the First Supplemental Indenture, dated the sixth
day of June two thousand five, between the Company and The Bank of New York Trust Company,
N.A., as trustee, but not as thereafter may be supplemented or amended;
	 
	 	 
	Foreign Obligations

	 	means all Obligations, other than any U.S.
Obligations, which now or at any time hereafter may be or become due, owing or incurred by
the Guarantors to any one or more of the Administrative Agent, Citicorp USA, Inc. in its own
capacity, each Lender, each Issuer and each other holder of a Foreign Obligation, as
creditor, joint and several creditor (whether in the meaning of Section 6:16 of the Dutch
Civil Code or not) or otherwise from time to time, whether due and payable or not, whether
contingent or not and whether alone or jointly with others, as principal, guarantor, surety
or otherwise and in whatever name or style, under, in connection with or pursuant to the
Loan Documents (as parties may succeed thereto as a party or may withdraw therefrom as a
party), other than the Parallel Obligations,
strictly to the extent relating to other than any U.S. Obligations;











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	Guaranteed Parties

	 	has the meaning as defined in the Guaranty;
	 
	 	 
	Receivables
Intercompany

	 	means all rights of the Pledgor to receive payment of
an amount of money (vordering tot voldoening van een geldsom) from any Group Member, whether
the same now exist (bestaan), or will hereafter be acquired by the Pledgor directly pursuant
to a legal relationship now in existence (rechtstreeks zullen worden verkregen uit een nu
reeds bestaande rechtsverhouding) or will hereafter be acquired otherwise by the Pledgor,
and all rights, including dependent and ancillary rights, privileges and actions attached
thereto;
	 
	 	 
	Receivables

	 	means (a) accounts receivable and all Proceeds
thereof, and (b) to the extent not required to secure the Existing Note Obligations under
the Supplemental Indentures (as hereafter defined) and to the extent not otherwise included
under clause (a) of this definition of Receivables, all rights of the Pledgor to receive
payment of an amount of money (vordering tot voldoening van een geldsom), whether the same
now exist (bestaan), or will hereafter be acquired by the Pledgor directly pursuant to a
legal relationship now in existence (rechtstreeks zullen worden verkregen uit een nu reeds
bestaande rechtsverhouding) or will hereafter be acquired otherwise by the Pledgor, and all
rights, including dependent and ancillary rights, privileges and actions attached thereto,
including but not limited to the proceeds of any of the same;
	 
	 	 
	Parallel Debt

	 	has the meaning mentioned in article 2 hereof;
	 
	 	 
	Parallel Obligations

	 	the full and prompt payment when due of any
and all obligations to pay an amount of money (verplichtingen tot voldoening van een
geldsom), whether present or future, actual or contingent, that may at any time be owing by
the Pledgor to the Pledgee under or pursuant to Clause 2 (Parallel Debt) of this Deed;
	 
	 	 
	Present

Receivables

	 	means all Receivables now in existence (bestaan)
including but not limited to the receivables referred to in Schedule 1 of this Deed;





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	Relative Future

Receivables

	 	means all Receivables which the Pledgor will acquire
after the time of this Deed directly pursuant to a legal relationship now in existence
(rechtstreeks zullen worden verkregen uit een nu reeds bestaande rechtsverhouding);
	 
	 	 
	Second

Supplemental

Indenture

	 	means the Second Supplemental Indenture, dated the sixth
day of June two thousand five, between the Company and The Bank of New York Trust Company,
N.A., as trustee, but not as thereafter may be supplemented or amended;
	 
	 	 
	Secured

Obligations

	 	the Parallel Obligations and the Foreign Obligations to
the extent owing to the Pledgee;
	 
	 	 
	Security Period

	 	means the period beginning on the date hereof and
ending on the date on which all Secured Obligations have been irrevocably, fully and
completely repaid or discharged in accordance with Clause 8.1 of this Deed;
	 
	 	 
	Supplemental

Indenture

	 	means each of the First Supplemental Indenture
and the Second Supplemental Indenture.







	1.3	 	Save where the contrary is indicated, any reference in this Deed to:
the “Pledgee”, the “Pledgor” or the “Administrative Agent” shall be construed so as to
include its or their respective permitted successors, transferees and assigns pursuant to
the terms of the relevant Loan Documents from time to time and any successor of such
successor, transferee or assign in accordance with their respective interests;
	 
	 	 	a “Clause” shall, subject to any contrary indication, be construed as a reference to a
clause hereof;
	 
	 	 	the term “including” shall be construed as meaning “including without limitation”;
	 
	 	 	a “person” shall be construed as a reference to any person, firm, company, corporation, body
corporate, government, state or agency of a state or any association or partnership (whether
or not having separate legal personality) of two or more of the foregoing;
	 
	 	 	"tax” shall be construed so as to include any tax, levy, impost, duty or other charge of a
similar nature (including any penalty or interest payable in connection with any failure to
pay or delay in paying any of the same);
	 
	 	 	the “Credit Agreement” and this “Deed” or any other agreement or document shall, where
applicable, be deemed to be a reference to the









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	 	 	Credit Agreement and this Deed, or such other
agreement or document as the same may have been, or may from time to time be, extended,
prolonged, amended, supplemented, renewed or novated; and
	 
	 	 	a statute or statutory provision shall be construed as a reference to such statute or
statutory provision as the same may have been, or may be from time to time, amended or
re-enacted and all instruments, orders, plans, regulations, by-laws, permissions and
directions at any time made thereunder.
	 
	 	 	This Deed is deemed to be included in the definition of the Collateral Documents mentioned
in the Credit Agreement.






	1.4	 	Headings are for convenience of reference only. Where the context admits, the singular
includes the plural and vice versa.
	 
	2.	 	PARALLEL DEBT
	 
	2.1	 	Parallel Debt






	 	(a)	 	Without prejudice to the provisions of the Credit Agreement and for the
purpose of ensuring and preserving the validity and continuity of the security
rights granted and to be granted by the Pledgor under or pursuant to this Deed the
Pledgor hereby irrevocably and unconditionally undertakes to pay to the Pledgee
amounts equal to and in the currency of the Foreign Obligations from time to time
due by the Pledgor in accordance with the terms and conditions of the Loan Documents
(such payment undertaking and the obligations and liabilities which are the result
thereof the “Parallel Debt”);
	 
	 	(b)	 	The Pledgor and the Pledgee acknowledge that (i) for this purpose the
Parallel Debt constitutes undertakings, obligations and liabilities of the Pledgor
to the Pledgee under this Deed which are separate and independent from, and without
prejudice to, the corresponding Foreign Obligations which the Loan Parties have to
any of the Guaranteed Parties and (ii) that the Parallel Debt represents the
Pledgee’s own claims (vorderingen op naam) to receive payment of the Parallel Debt,
provided that the total amount which may become due under the Parallel Debt shall
never exceed the total amount which may become due under the Foreign Obligations.
	 
	 	(c)	 	Every payment of monies made by a Loan Party to any of the Guaranteed
Parties shall (conditionally upon such payment not subsequently being avoided or
reduced by virtue of any provisions or enactments relating to bankruptcy,
insolvency, liquidation or similar laws of general application) be in satisfaction
pro tanto of the covenant by the Pledgor contained in Clause
2.1(a), provided that, if any such payment as is mentioned above is subsequently
avoided or reduced by virtue of any provisions or enactments relating to
bankruptcy, liquidation or similar laws of general application, the Pledgee shall
be entitled to receive the amount of such payment from the Pledgor and the Pledgor
shall remain liable to perform the relevant obligation and the relevant liability
shall be deemed not to have been discharged.




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	 	(d)	 	Subject to the provision in Clause 2.1(c), but notwithstanding any of the
other provisions of this Clause 2:






	 	(i)	 	the total amount due and payable as Parallel Debt under this
Clause 2 shall be decreased to the extent a Loan Party shall have paid any
amounts to any of the Guaranteed Parties to reduce the outstanding Foreign
Obligations or any of the Guaranteed Parties otherwise receives any amount in
payment of the Foreign Obligations; and
	 
	 	(ii)	 	to the extent that the Pledgor shall have paid any amounts to
the Pledgee under the Parallel Debt or the Pledgee shall have otherwise
received monies in payment of the Parallel Debt, the total amount due and
payable under the Foreign Obligations shall be decreased as if said amounts
were received directly in payment of the Foreign Obligations.






	 	(e)	 	The Pledgee, by signing this Deed, acknowledges the provisions of Clause
2.1 on behalf of the Loan Parties.
	 
	 	(f)	 	The Pledgee undertakes to distribute to the Loan Parties an amount equal
to an amount collected or recovered by the Pledgee which it has applied in reduction
of its claim under the Parallel Debt in accordance with the terms of this Deed, as
if the corresponding claim under the Foreign Obligations of the Loan Parties has not
been discharged.






	2.2	 	Undertaking to Pledge
	 
	 	 	The Pledgor and the Pledgee hereby agree that the Pledgor shall grant
to the Pledgee for the benefit of the Guaranteed Parties, and, where
it concerns the Parallel Debt, for the benefit of the Pledgee, the
rights of pledge purported to be granted under or pursuant to this
Deed.
	 
	2.3	 	Pledgee not an Agent
	 
	 	 	The parties acknowledge that, save as indicated in Clause 2.1(e), the
Pledgee acts in its own name and not as agent or representative of the
Loan Parties or any of them and the rights of pledge created hereunder
or pursuant hereto will not be held on trust.
	 
	2.4	 	Default

	 
	 	 	Any failure to satisfy the Secured Obligations when due shall
constitute a default (verzuim) in or in connection with the proper
performance of the Secured Obligations, without any reminder letter
(sommatie) or notice of default (ingebrekestelling) being sent or
required.
	 
	3.	 	PLEDGE OF THE PRESENT RECEIVABLES, THE RELATIVE FUTURE RECEIVABLES AND ABSOLUTE FUTURE
RECEIVABLES
	 
	 	 	In order to secure and provide for the payment and discharge of all Secured Obligations,
the Pledgor hereby pledges (verpandt) to the Pledgee for the duration of the Security
Period:






	 	(i)	 	by way of a disclosed right of pledge (openbaar pandrecht) all of its
Present Receivables and Relative Future Receivables and, to the extent legally
possible, on all of its Absolute Future Receivables, in sofar as such Receivables
consist of Intercompany Receivables, which rights of pledge the Pledgee hereby
accepts;
	 
	 	(ii)	 	by way of a first priority non-disclosed right of pledge (eerste stil
pandrecht) all of its Present Receivables and Relative Future







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	 	 	 	Receivables and, to
the extent legally possible, on all of its Absolute Future Receivables, in sofar as
such Receivables consist of other Receivables than Intercompany Receivables, which
rights of pledge the Pledgee hereby accepts.






The Pledgee shall be authorised, immediately after the execution of this Deed of Pledge
or at any time thereafter, to notify the disclosed rights of pledge hereby granted by the
Pledgor to each debtor of the Receivables, by notice substantially in the form of
Schedule 2 attached to this Deed of Pledge.




	4.	 	FUTURE RECEIVABLES
	 
	4.1	 	The Pledgor hereby undertakes to pledge to the Pledgee in order to secure and provide for
the payment and discharge of all Secured Obligations and subject to the terms hereof all of
its Receivables (i) not later than ten (10) business days from the last day of each year (or
with such other frequency as the Pledgee may designate in writing to the Pledgor) or (ii) at
first reasonable request of the Pledgee.
	 
	4.2	 	In order to effect the pledge of the Receivables referred to in paragraph 1 of this Clause 4,
the Pledgor shall complete and sign and send to the Pledgee a shortened pledge list (the
“Borderel”) in the form of Schedule 3 attached to this Deed, accompanied by an
authorisation (the “Authorisation”) in the form of Schedule 4 attached to this Deed
and a separate (electronic) listing of all names and addresses of its debtors at that moment.
The Administrative Agent shall be authorised to present each Borderel immediately for
registration to the Belastingdienst/Ondernemingen (the “Tax Inspection”), together with the
relevant Authorisation and under cover of a registration letter in substantially the form of
Schedule 5 attached to this Deed, or such other format as the Administrative Agent
deems useful.
	 
	4.3	 	Notwithstanding the obligations of the Pledgor under paragraph 1 of this Clause 4, the
Pledgee is hereby irrevocably authorised by the Pledgor to sign on its behalf at any time a
supplemental pledge notice, whereby the Pledgor pledges to the Pledgee all its Receivables
which are then capable of being pledged, in substantially the form of Schedule 6
attached to this Deed. The Administrative Agent shall be authorised to (i) present such
supplemental pledge notice for registration to the Tax Inspection, under cover of a
registration letter in
substantially the form of Schedule 5 attached to this Deed, or such other format
as the Administrative Agent deems useful, and (ii) notify the disclosed rights of pledge
created by such supplemental pledge notice to each debtor of the Receivables by notice in
substantially the form of Schedule 7 attached to this Deed, and the
Administrative Agent shall give notice of such supplemental pledge notice to the Pledgor
as soon as reasonably practicable.
	 
	5.	 	INFORMATION
	 
	 	 	The Pledgor shall upon a reasonable and well-founded request of the Pledgee submit
an electronic listing of all its Receivables, with full names, addresses, contact persons
and their telephone numbers, amount and invoice number of each invoice of its debtors at
that








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	 	 	moment outstanding in such a format that the Administrative Agent can use the same
to process and address electronically specified notices of pledge (medelingen van
pandrecht) to a debtor by means of printing the same on stickers and/or letters.
	 
	6.	 	FURTHER ASSURANCES/DELIVERY OF DOCUMENTS
	 
	6.1	 	Upon receipt of reasonable prior written notice the Pledgor, at its own reasonable
expense, shall execute such agreements, deeds, confirmations and notices and give, perform and
do all such assurances, acts and things as the Pledgee reasonably may require for giving full
effect to this Deed, for creating, perfecting or protecting the Pledgee’s security rights in
respect of the Receivables or any part thereof, for facilitating the realisation of the
Receivables or any part thereof, and/or for assuring, confirming or facilitating the exercise
of all rights, powers, authorities, discretions and remedies vested in the Pledgee under this
Deed in respect of the Receivables or any part thereof.
	 
	6.2	 	The Pledgor, at its own reasonable cost and expense, shall take all such reasonable steps as
may be necessary or advisable (on the basis of advice received from reputable independent
legal counsel):






	 	(a)	 	to defend its right, title and interest in and to the Receivables against
the claims and demands of any person, where necessary in cooperation with the
Pledgee;
	 
	 	(b)	 	to perfect, protect and maintain the security intended to be conferred on
the Pledgee by or pursuant to this Deed; and
	 
	 	(c)	 	to make all such filings and registrations and to take all such other
steps as may be necessary in connection with the creation, perfection, protection or
maintenance of any security which it may, or may be required to, create in
connection herewith.






	7.	 	GENERAL PROVISIONS
	 
	7.1	 	Further to and subject to the conditions mentioned in the Credit Agreement, the Pledgor
hereby acknowledges that all risks connected with the ownership of the Receivables (including
possible loss in value or otherwise and any expenses and charges) incurred or to be incurred
in respect of or in connection with any such Receivables shall be exclusively for the account
of the Pledgor, except to the extent the
same shall arise as a result of the gross negligence or willful misconduct of
the party seeking to be indemnified.
	 
	7.2	 	Taxes
	 
	 	 	The Pledgor shall bear any and all reasonable
charges, taxes, imposts, duties, filing and
registration fees and other expenses due in respect
of the Receivables pledged hereunder or pursuant
hereto, whether known at present or to be levied in
the future, in relation to this Deed as indicated in
section 2.16 of the Credit Agreement.
	 
	7.3	 	Possible Attachment
	 
	 	 	In the event of a possible attachment by a third
party of any of the Receivables, the Pledgor shall,
at its own expense, (i) promptly notify the Pledgee
and send it or its attorneys a copy of the relevant
attachment documentation as well as all other
documents required under applicable law for
challenging the attachment (if possible), (ii)







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	 	 	notify the third party or the court process server acting on
behalf of such third party in writing of the
Pledgee’s interest in the relevant Receivables, and
(iii) take such measures as reasonably may be
required to protect the Pledgee’s interest in the
relevant Receivables.
All costs and expenses incurred by the Pledgee in
taking such measures itself shall be for the account
of the Pledgor.
	 
	7.4	 	The Pledgor shall at its own expense execute and give, perform and do all such assurances,
acts and things as the Pledgee reasonably may require (i) for creating, perfecting or
protecting the security over the Receivables or any part thereof, (ii) for facilitating the
realisation of the Receivables or any part thereof and (iii) in exercising all powers,
authorities and discretions vested in the Pledgee in respect of the Receivables or any part
thereof.
	 
	8.	 	TERMINATION
	 
	8.1	 	This Deed and the Pledgee’s security interest constituted hereunder or pursuant hereto,
shall be in full force and effect until a duly authorised officer of the Pledgee has certified
in writing, at the request and cost of the Pledgor – which certificate the Pledgee shall
issued to the Pledgor within forty-five (45) days following the date on which the request by
the Pledgor was received by the Pledgee -, that all Secured Obligations have been irrevocably,
fully and completely repaid or discharged and that the security interest constituted hereunder
or pursuant hereto is terminated (opzeggen) and released (afstand doen), but any such
certification, termination and release shall be subject to Clauses 9.5 and 9.6.
	 
	8.2	 	Subject to the conditions mentioned in section 10.8 (b) of the Credit Agreement, the Pledgee
may at any time cancel (opzeggen) and/or release (afstand doen) in whole or in part of this
right of pledge by given notice to the Pledgor in respect of Receivables.
	 
	9.	 	CONTINUING AND INDEPENDENT SECURITY
	 
	9.1	 	Ultimate Balance
	 
	 	 	The Pledgee’s security interest constituted by or pursuant to
this Deed shall be continuing and shall remain in full force and
effect, notwithstanding any intermediate payment of the Foreign
Obligations
or the Secured Obligations, and shall apply to the ultimate balance thereof.
	 
	9.2	 	Waiver of Defenses
	 
	 	 	To the fullest extent permitted by law, the liability of and the security rights granted
by the Pledgor hereunder or pursuant hereto in respect of the Secured Obligations shall
not be prejudiced, affected or diminished by any act, omission or circumstance which,
but for this provision, might operate to release, discharge or reduce the efficacy of
the security interests granted hereunder or pursuant hereto or to release, discharge or
otherwise exonerate the Pledgor from any of the Secured Obligations or the Foreign
Obligations, including, whether or not known to the Pledgor or the Pledgee:






	 	(a)	 	any time, waiver or indulgence granted to or composition with the Pledgor
or any other person;






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	 	(b)	 	the taking, variation, compromise, renewal or release of, or refusal or
neglect to perfect or enforce, any rights, remedies or securities against or granted
by the Pledgor;
	 
	 	(c)	 	any variation of, or extension of the due date for performance of any
term of any agreement in connection with the Foreign Obligations or the Secured
Obligations (to the extent that the Pledgor’s obligations in respect of such Foreign
Obligations or such Secured Obligations shall apply to such term as varied or in
respect of the extended due date) or any increase, reduction, exchange,
acceleration, renewal, surrender, release or loss of or failure to perfect any of
the Foreign Obligations or the Secured Obligations or any security therefor or any
non-presentment or non-observance of any formality in respect of any instruments;
	 
	 	(d)	 	the transfer by any of the Guaranteed Parties of all or any of its
rights, benefits and/or obligations under the Credit Agreement or any other
agreement to which it is party to another person or entity;
	 
	 	(e)	 	the insolvency (including bankruptcy (faillissement) or moratorium
(surséance van betaling)), or liquidation, dissolution or any change in the name or
constitution of the Pledgor; or
	 
	 	(f)	 	any irregularity, unenforceability or invalidity of any (but not all) of
the Secured Obligations or of the obligations of any other person or any present or
future law or order of any government or authority (whether of right or in fact)
purporting to reduce or otherwise affect any of such obligations to the intent that
the Pledgor’s obligations under this Deed shall remain in full force and this Deed
and the term “Secured Obligations” shall be construed accordingly as if there were
no such irregularity, unenforceability, invalidity, law or order.






To the extent possible under the laws of the Netherlands the term “Secured Obligations”
shall include all items which would be Secured Obligations but for the liquidation,
absence of legal personality or incapacity of the Pledgor or any statute of limitation.




	9.3	 	Immediate Recourse
	 
	 	 	To the fullest extent allowed by applicable law the Pledgor waives any
right it may have of first requiring the Pledgee to proceed against or
claim payment from any person or entity or enforce any Guaranty or
security granted by any other person or entity before enforcing this
Deed and/or its rights hereunder or pursuant hereto.
	 
	9.4	 	Additional Security
	 
	 	 	This Deed shall be in addition to and shall not in any way be
prejudiced by or dependent on any collateral or other security now or
hereafter held by the Pledgee as security for the Secured Obligations
or any lien to which it may be entitled. The rights of the Pledgee
hereunder are in addition to and not exclusive of those provided by
law.
	 
	9.5	 	Certificates
	 
	 	 	A certificate signed by any two authorised officers of the Pledgee
setting forth any amount due to it from the Pledgor in respect of any








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	 	 	Secured Obligations shall be prima facie evidence of such amount
against the Pledgor in the absence of manifest error or fraud.
	 
	9.6	 	Discharge
	 
	 	 	Where any discharge (whether in respect of this Deed, any other
security for the Secured Obligations or otherwise) is made in whole or
in part or any arrangement is made on the faith of any payment,
security or other disposition which is subsequently avoided or must be
restored on bankruptcy, liquidation or otherwise without limitation,
the liability of the Pledgor under this Deed and the pledge hereby
created shall continue (or, to the extent required by applicable law
in the event that the pledge hereby created has been discharged in
full, shall be reinstated) as if there had been no discharge or
arrangement. The Pledgee shall be entitled to concede or compromise
any claim that any such payment, security or other disposition is
liable to avoidance or repayment.
	 
	9.7	 	Exercise of Rights, Powers, Remedies
	 
	 	 	Before exercising any of the rights, powers or remedies conferred upon
it by this Deed or by law the Pledgee does not need to (i) take
proceedings or obtain judgment against the Pledgor or any other person
in any court, (ii) make or file any claim or proof in a winding-up or
dissolution of the Pledgor or of any other person, or (iii) enforce or
seek to enforce any other security which the Pledgee may now or at any
time hereafter hold for or in connection with the Secured Obligations.
	 
	10.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 
	10.1	 	In addition and without prejudice to those covenants, undertakings, commitments and
obligations of the Pledgor incorporated elsewhere herein, in the Credit Agreement or in any
other Loan Document, the Pledgor hereby covenants that it shall indemnify the Pledgee against
and hold it harmless in respect of any liability or loss incurred by the Pledgee in connection
with any action taken by the Pledgor in respect of the Receivables or any agreement in respect
thereof entered into
by the Pledgor but to which the Pledgee is not a party, in the event that such action or
agreement is not taken or entered into with prior express consent or approval of, or
pursuant to directions from, the Pledgee, unless that liability or loss arises as a
result of the Pledgee’s gross negligence or wilful misconduct.
	 
	 	 	The provisions of this Clause 10.1 shall survive the termination of this Deed and the
right of pledge hereby created as referred to in Clause 8.1 and Clause 8.2 of this Deed.
	 
	10.2	 	In addition and without prejudice to those covenants, undertakings, commitments and
obligations of the Pledgor incorporated elsewhere herein and in the Credit Agreement, the
Pledgor hereby represents and warrants to the Pledgee that on the date hereof:






	 	(a)	 	to its best knowledge, Schedule 1 attached to this Deed sets forth a true
and complete listing of all of its Present Receivables and its Relative Future
Receivables;






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	 	(b)	 	that it is proprietor (rechthebbende) of the Present Receivables and has
full power to dispose (beschikkingsbevoegd) of the Present Receivables;
	 
	 	(c)	 	save as permitted under the Credit Agreement, that the Present
Receivables and the Relative Future Receivables are not subject to any rights of
pledge or other limited rights, it has not delivered the Present Receivables, the
Relative Future Receivables, whether or not in advance, or created, whether or not
in advance, any rights of pledge or other limited rights (beperkte rechten), to its
best knowledge, it has not made any offer or entered into an agreement to that
effect with respect to the Receivables, and that, to its best knowledge, no
attachment has been levied on any of the Present Receivables and/or Relative Future
Receivables;
	 
	 	(d)	 	that the Receivables are valid, enforceable and freely transferable at
the time that they are pledged to the Pledgee;
	 
	 	(e)	 	that this Deed creates a valid first-ranking right of pledge on its
Present Receivables, its Relative Future Receivables, in accordance with its terms;
	 
	 	(f)	 	to its best knowledge, there are no outstanding options or other rights,
whether actual or contingent, entitling the holder thereof to acquire any of its
Receivables; and
	 
	 	(g)	 	that each duly signed and duly registered supplemental pledge deed in the
form of Schedule 3 and in the form of Schedule 7 to this Deed, to
its best knowledge, will create a valid right of pledge on the Receivables referred
to therein.






	10.3	 	The Pledgor hereby represents and warrants that the representations and warranties given by
it in paragraph 2 sub (a), (b) and (g) and in paragraph 4 of this Clause 10 (Representations,
warranties and covenants) shall be deemed to be repeated by reference to the facts and
circumstances existing on each day the Pledgor acquires any Receivables.
	 
	10.4	 	The Pledgor further represents and warrants to the Pledgee that:






	 	(i)	 	the Pledgor has not:






	 	(a)	 	taken any action that impedes the Pledgee’s rights hereunder;
or
	 
	 	(b)	 	agreed to grant any encumbrance (beperkt recht) over any of
the Receivables (other than Customary Permitted Liens under the Credit
Agreement);






	 	(ii)	 	the Pledgor has the authority (beschikkingsbevoegdheid) to pledge the
Receivables to the Pledgee.






	10.5	 	Without the prior written consent of the Pledgee which is not unreasonably withheld (and save
as expressly permitted by the Credit Agreement), the Pledgor shall not:






	 	(a)	 	unless in the course of its ordinary business, sell, transfer, assign or
otherwise dispose of its Receivables; or
	 
	 	(b)	 	create or permit to subsist any encumbrances on any of its Receivables;
	 
	 	(c)	 	change the manner, place or terms of payment of change or extend the time
of payment of its Receivables.







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	10.6	 	The Pledgor shall as soon as possible inform the Pledgee, upon becoming aware of the same, of
any claim or any notice relating to any of the Receivables received from any other party and
of all other matters, which are or could be relevant to the position of the Pledgee hereunder.
	 
	10.7	 	The Pledgor shall use all reasonable endeavour to obtain (in form and content reasonable
satisfactory to the Pledgee) as soon as possible any consents necessary to enable the
Receivables to be subject to a right of pledge pursuant to this Deed and, immediately upon
obtaining such consent, the Receivable concerned shall become subject to such right of pledge
and the Pledgor shall promptly deliver a copy of each consent to the Pledgee, without
prejudice to the previous provisions of this Deed.
	 
	11.	 	AUTHORITY TO COLLECT THE RECEIVABLES
	 
	11.1	 	The Pledgor shall have the right to receive and collect payment (inningsbevoegdheid) of the
Receivables until the Pledgee has given a written notice to the debtors of those Receivables,
notifying them of this pledge and stating that the Pledgor is no longer entitled to receive
and collect payments, which notice shall only be given if an Enforcement Event has occurred.
	 
	11.2	 	After the notice referred to in paragraph 1 of this Clause 11 has been given in respect of
the Pledgor, the Pledgee shall be exclusively authorised to demand and accept payment of the
Pledgor’s Receivables, to collect payment thereof by judicial or extra-judicial means, to
grant discharge in respect thereof, to enter into compromises, settlements and other
agreements with the debtors thereof and, generally, to exercise all rights of the Pledgor in
connection with the Pledgor’s Receivables.
	 
	11.3	 	The Pledgor hereby waives its right under Section 3:246, paragraph 4 of the Dutch Civil Code,
to petition to the cantonal judge (kantonrechter) to authorise it to collect and receive
payment of its Receivables in deviation from this Deed, which waiver is hereby accepted by the
Pledgee.
	 
	11.4	 	The Pledgee shall not, on any account whatsoever, be liable to the Pledgor for any failure to
collect or to collect in full any of the Receivables.
	 
	12.	 	IMMEDIATE FORECLOSURE. ENFORCEMENT
	 
	12.1	 	Without prejudice to any other right or remedy available to the Pledgee, upon the occurrence
and during the continuance of any Enforcement Event, the Administrative Agent, by giving
written notice to the Pledgor, may declare the security hereby constituted immediately
enforceable and the Pledgee may immediately exercise in respect of any or all of the
Receivables any or all of its rights and powers set out in this Deed irrespective of whether
the Pledgee shall have proceeded against or claimed payment from any party liable for any of
the Secured Obligations. The Pledgor waives any right it may have requiring the Pledgee first
so to proceed or so to claim or to enforce any security granted by any other person before
enforcing this Deed. In particular, the Pledgor to the fullest extent permitted by applicable
law irrevocably waives all defenses conferred by Section







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	 	 	3:234 of the Dutch Civil Code, which
waiver is hereby accepted by Pledgee.
	 
	12.2	 	Upon the occurrence of an Enforcement Event, the Pledgee shall be entitled to the fullest
extent permitted by applicable law, without further notice, advertisement, hearing or process
of law of any kind except as may be otherwise required by law, to sell and assign all or part
of the Receivables in accordance with the laws of the Netherlands, including:






	 	(a)	 	selling the Receivables at a public auction in accordance with local
custom and conditions in accordance Section 3:250 of the Dutch Civil Code; or
	 
	 	(b)	 	applying for a court order (the corresponding right to apply of the
Pledgor is hereby excluded, and the Pledgor to the fullest extent permitted by
applicable law hereby waives and agrees not to exercise its right to apply for such
a court order, which waiver is hereby accepted by the Pledgee) authorising the sale
of the Receivables in the manner determined by the court, or authorising that the
Receivables remain with the Pledgee in payment of such amount as will be determined
by the court in accordance with Section 3:251 of the Dutch Civil Code.






The Pledgee shall not be bound by the period of notice of intent to sell prescribed by
Section 3:249(1) of the Dutch Civil Code.




	12.3	 	The Pledgee shall have the right to impose such limitations and restrictions on the sale of
the Receivables as the Pledgee may deem necessary or appropriate to comply with any law, rule
or regulation applicable to the sale. The Pledgor shall cooperate with the Pledgee in
obtaining any necessary permits, exemptions or consents of competent authorities and in
ensuring that the sale of the Receivables does not violate any applicable securities laws.
	 
	12.4	 	The Pledgor shall not be entitled to file a request with the interim provisions judge
(voorzieningenrechter) requesting that the Receivables or part thereof be sold in a deviating
manner as provided for in Section 3:251 of the Dutch Civil Code. Nothing in the preceding
sentence shall limit the right of the Pledgee to file such request.
	 
	12.5	 	Without prejudice to Section 3:253 of the Dutch Civil Code, any monies received by the
Pledgee pursuant to this Deed and/or under the powers hereby conferred shall be applied by the
Pledgee in accordance with the terms of Section 10.9 of the Credit Agreement.
	 
	12.6	 	The Pledgor shall render such assistance and provide such information free of charge as the
Pledgee may reasonably deem necessary in connection with the exercise of its rights, powers or
remedies provided for in this Deed.
	 
	12.7	 	The Pledgee shall not be liable to the Pledgor for any damages caused by the sale of the
Receivables or part thereof.
	 
	12.8	 	At any time after the security hereby constituted has become enforceable the Pledgee may
redeem any prior encumbrance over any Receivables or procure to be subrogated in such prior
encumbrance. All principal monies, interest, costs, charges and expenses of and incidental to
such redemption and subrogation shall be paid by the








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	 	 	Pledgor to the Pledgee on demand and
shall be deemed to be a Secured Obligation for the purpose hereof.
	 
	13.	 	WAIVER OF THE PLEDGOR’S RIGHTS
	 
	13.1	 	During the term of this Deed and that of the Credit Agreement, the Pledgor hereby agrees not
to exercise any rights of recourse (regresrechten) or any rights which it may acquire by way
of subrogation under (or in connection with) this Deed against any person liable for the
Secured Obligations.
	 
	13.2	 	As security for the Secured Obligations the Pledgor agrees to grant and, to the extent
legally possible, hereby so grants to the Pledgee a right of pledge (een pandrecht) on any and
all of its rights of recourse (regresrechten) or any rights which it may acquire by way of
subrogation under (or in connection with) this Deed against any person liable for the Secured
Obligations, which right of pledge the Pledgee hereby accepts.
	 
	13.3	 	The Pledgor represents and warrants to the Pledgee that, if such comes in existence, it is or
will be proprietor (rechthebbende) of the claims referred to in paragraph 2 of this Clause 13
(Waiver of the Pledgor’s rights), that it has or will have full power to dispose
(beschikkingsbevoegd) of such claims, and that such claims are not and will not be subject to
any pledge or other limited right (beperkt recht), or any agreement to grant a pledge or other
limited right, nor has an attachment (beslag) been levied on any of such claims.
	 
	14.	 	APPLICATION OF PROCEEDS
	 
	14.1	 	After the security interests hereby constituted have become enforceable pursuant to the
Loan Documents, but subject to the payment of any claims having priority to this security
interest, all monies received, recovered or realised by the Pledgee pursuant to this Deed
and/or under the powers hereby conferred (including the proceeds of any conversion of
currency), shall be applied by the Pledgee for payment of the Secured Obligations, but without
prejudice to Section 3:253 of the Dutch Civil Code or the right of the Pledgee to recover any
shortfall and without prejudice to the provisions of the
Credit Agreement from the Pledgor or any other party or person liable in connection with
such shortfall and, in the sole discretion of the Pledgee and to the extent possible
under applicable law, may be credited to any bank account and may be held in such account
for as long as the Pledgee shall think fit (with interest accruing thereon at such rate,
if any, as the Pledgee may deem fit) pending its application from time to time (as the
Pledgee shall be entitled to do in its sole discretion, but subject to the provisions of
the Credit Agreement).
	 
	14.2	 	For the purpose of or pending the discharge of any of the Secured Obligations, the Pledgee
may convert any monies received, recovered or realised or subject to application by the
Pledgee under this Deed (including the proceeds of any previous conversion under this Clause
14.2) from their existing currency into such other currency as the Pledgee may reasonably deem
advisable, and any such conversion shall be effected at the Pledgee’s then prevailing spot
selling rate of







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	 	 	exchange for such other currency against the existing currency and otherwise
in accordance with the provisions of the Credit Agreement.
	 
	15.	 	REMEDIES
	 
	 	 	No failure on the part of the Pledgee to exercise, and no delay on its part in
exercising, any right or remedy under this Deed will operate as a waiver thereof, nor
will any single or partial exercise of any right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy. The rights and remedies
provided in this Deed are cumulative and not exclusive of any rights or remedies provided
by the chosen law, any applicable laws of a foreign jurisdiction or the Credit Agreement.
	 
	16.	 	SET-OFF
	 
	 	 	Upon the occurrence and during the continuance of an Enforcement Event the Pledgee
is authorised to apply or set-off (without prior notice) any credit balance and claim
(whether or not then due or payable) to which the Pledgor at any time is beneficially
entitled on any account at any office of the Pledgee in or towards payment of or against
all or any part of the Secured Obligations and other monies hereby secured and owed by it
to the Pledgee, and for that purpose, may convert one currency into another and set-off
claims in different currencies. The rights under this Clause are additional to, and/or
may be exercised alternatively to, rights and security in respect of any such credit
balance and claim elsewhere in this Deed or otherwise.
	 
	17.	 	SEVERABILITY
	 
	 	 	If any of the terms hereof is or becomes invalid or unenforceable (or the charges
created hereby are ineffective) for any reason under the laws of any jurisdiction or in
relation to the Pledgor, such invalidity or unenforceability shall not affect its
validity or enforceability in any other jurisdiction or invalidate or make unenforceable
any other term hereof or the terms hereof in relation to the Pledgor. The parties hereto
agree that they will negotiate in good faith to replace any provision hereof so held
invalid, illegal or unenforceable with a valid
provision which is as similar as possible in substance to the invalid, illegal or
unenforceable provision.






	18.	 	RESCISSION
	 
	 	 	The Pledgor hereby waives to the fullest extent allowed by law its right to rescind
(ontbinden) or avoid (vernietigen) the legal acts (rechtshandelingen) represented by this
Deed, which waiver is hereby accepted by the Pledgee.
	 
	19.	 	APPOINTMENT OF ATTORNEY
	 
	19.1	 	To the fullest extent permitted by applicable law, the Pledgor hereby irrevocably
appoints the Pledgee to be, following the occurrence of an Enforcement Event, its true and
lawful attorney (with full power of substitution and delegation) for and on behalf of the
Pledgor and in its name or in the name of the Pledgee and as the Pledgor’s act and deed to
sign, execute, seal, deliver, acknowledge, file, register and perfect any and all such
assurances, documents, instruments, agreements, certificates and consents and to do any and
all such acts and things as







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	 	 	the Pledgor itself could do in relation to the Receivables or in
relation to any matters dealt with in this Deed and which the Pledgee reasonably may deem to
be necessary in order to give full effect to the purposes of this Deed. It is expressly agreed
that this appointment also applies to situations where the Pledgee (also) acts as the
Pledgor’s counterparty (Selbsteintritt). The Pledgor will ratify and confirm whatever the
Pledgee shall reasonably do or cause to be done in pursuance of the powers conferred to it
hereunder.
	 
	19.2	 	The Pledgee shall not have any obligation whatsoever to exercise any of the powers conferred
upon it by this Clause or to make any demand or enquiry as to the nature or sufficiency of any
payment received by it, or to present or file any claim or notice or take any other action
whatsoever with respect to the Receivables. No action taken by or omitted to be taken by the
Pledgee in good faith shall give rise to any defence, counterclaim or set-off against the
Pledgee or otherwise affect any of the Secured Obligations.
	 
	19.3	 	If a party hereto is represented by (an) attorney(s) in connection with the signing and/or
execution and/or delivery of this Deed or any agreement, document or understanding referred to
herein or made pursuant hereto, the choice of Netherlands law contained in the relevant
power(s) of attorney to govern such power of attorney is hereby expressly acknowledged and
accepted by the other party hereto as the law governing (i) the internal relationship between
the principal and the attorney(s), (ii) the (external) authority of the attorney(s) and the
(external) consequences of the exercise of such power(s) of attorney by the attorney(s), and
(iii) any other attorney issues.
	 
	20.	 	POWER TO ASSIGN; REPLEDGE
	 
	20.1	 	To the fullest extent permitted under the laws of the Netherlands, subject always to
relevant provisions of the Credit Agreement, the Pledgee (but not, for the avoidance of doubt,
the Pledgor) shall be entitled to assign and/or transfer all or part of its rights and
obligations
under this Deed to any assignee and/or transferee, and the Pledgor hereby in advance
gives its irrevocable consent to (geeft toestemming bij voorbaat) within the meaning of
Sections 6:156 of the Dutch Civil Code and hereby in advance irrevocably cooperates with
(verleent bij voorbaat medewerking aan), within the meaning of Section 6:156 to 6:159 of
the Dutch Civil Code, any such assignment and/or transfer (including by means of
take-over of debt (schuld-overneming) or take-over of agreement (contractsoverneming), as
the case may be) hereunder. The Pledgee shall be entitled to impart any information
concerning the Pledgor to any successor of proposed successor.
	 
	20.2	 	The Pledgor hereby expressly and irrevocably grants authority to the Pledgee to repledge
(herverpanden) the Receivables to one or more of the Loan Parties as Repledgee (herpandhouder)
as envisaged by Section 3:242 of the Dutch Civil Code.






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	21.	 	NOTICES
	 
	 	 	All notices, requests, demands and other communications under this Deed must be made
as referred to in the Guaranty.
	 
	22.	 	GOVERNING LAW AND JURISDICTION
	 
	22.1	 	This Deed shall be governed by and construed in accordance with the laws of The
Netherlands.
	 
	22.2	 	The parties hereto irrevocably agree that the District Court (Rechtbank) of Amsterdam, the
Netherlands shall have exclusive jurisdiction to hear and determine in first instance any
suit, action or proceeding and to settle any disputes which may arise out of or in connection
with this Deed, subject to appeal (hoger beroep).
	 
	23.	 	NOTARY
	 
	 	 	The Pledgor and the Pledgee acknowledge that Pieter Heyme Bolland, aforementioned, is
(associated with) the Pledgee’s counsel and that they are aware of the provisions of
Articles 8, 9, 10 and 14.2 of the Guidelines concerning associations between civil law
notaries (notarissen) and attorneys-at-law (advocaten) as established by the Board of the
Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële
Beroepsorganisatie). The Pledgor and the Pledgee explicitly agree that the Pledgee is
represented by the Pledgee’s counsel in any matter relating to this agreement and any
disputes in connection therewith.





POWERS OF ATTORNEY



The aforementioned powers of attorney appear sufficiently to me, notary, from three (3) powers of
attorney, (copies of) which will be attached to this deed.



The appearing persons declare explicitly to warrant for the existence and extent of these powers of
attorney.



The appearing persons are known to me, civil law notary.



WITNESSED THIS DEED, the original of which was drawn up and executed in Amsterdam on the date first
written above.



Prior to the execution of this deed, I, civil law notary, informed the appearing persons of the
substance of the deed and gave them an explanation thereon, and furthermore pointed out the
consequences which will result for the party from the contents of this deed.



Subsequently, the appearing persons declared to have taken note of and agreed with the contents of
this deed after timely being given the opportunity thereto and waived a full reading of this deed.




Immediately after a limited reading, this deed was signed by the appearing persons and me, civil
law notary, at twelve hours fifty-one minutes.





ISSUED FOR TRUE COPY

by me, Johannes Schouten,

substitute of Pieter Heyme

Bolland, civil law notary

Officiating at Amsterdam, the

Netherlands on the twentieth

day of March two thousand

six.



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