**Exhibit4.4**
| **CONFORMED COPY**                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| (Incoporating amendments and corrections made  pursuant to an amendment agreement dated 10 March 2004, a second amendment  deed dated 28 June 2004, a correction of manifest errors letter dated 10  November 2004, a third amendment letter dated 1 December 2004, a fourth  amendment and consent letter dated 10 March 2005 and a fifth amendment and  restatement deed dated 30 November 2005, and by a Sixth Amendment Agreement  dated 18 September 2006) |       |

 

| **€730,000,000**                                 |
|-------------------------------------------------------|
| **AMENDED  AND RESTATED SENIOR FACILITIES AGREEMENT** |
| ** **                                            |
| Between                                               |
|                                                  |
| **BUHRMANN  N.V.**                                    |
| as Parent                                             |
|                                                  |
| **BUHRMANN  US INC.**                                 |
| as Existing  Borrower                                 |
|                                                  |
| **THE  ORIGINAL GUARANTORS NAMED HEREIN**             |
| as Original  Guarantors                               |
|                                                  |
| **DEUTSCHE  BANK AG, LONDON BRANCH**                  |
| **ABN  AMRO BANK N.V.**                               |
| as Arrangers                                          |
|                                                  |
| **DEUTSCHE  BANK AG, LONDON BRANCH**                  |
| as Agent                                              |
|                                                  |
| **DEUTSCHE  BANK AG, LONDON BRANCH**                  |
| as Security  Trustee                                  |
|                                                  |
| and                                                   |
|                                                  |
| **THE  LENDERS**                                      |
| ** **                                            |
| ** **                                            |
| ** **                                            |
|                                                  |
|                                                  |
|                                                       |
| 5 Old Broad  Street                                   |
| London EC2N 1DW                                       |

 

 

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**TABLE OF CONTENTS**
|        | ** ** | ** **                                                  | ** ** | **Page** |
|--------|------------|-------------------------------------------------------------|------------|----------|
|   |       |                                                        |       |     |
| 1.     |       | DEFINITIONS AND INTERPRETATION                              |       | 4        |
|   |       |                                                        |       |     |
| 2.     |       | THE FACILITIES                                              |       | 62       |
|   |       |                                                        |       |     |
| 3.     |       | CONDITIONS                                                  |       | 64       |
|   |       |                                                        |       |     |
| 4.     |       | UTILISATION                                                 |       | 64       |
|   |       |                                                        |       |     |
| 5.     |       | DOCUMENTARY CREDITS                                         |       | 68       |
|   |       |                                                        |       |     |
| 6.     |       | SWINGLINE FACILITIES                                        |       | 72       |
|   |       |                                                        |       |     |
| 7.     |       | UNCOMMITTED INCREMENTAL FACILITIES                          |       | 76       |
|   |       |                                                        |       |     |
| 8.     |       | OPTIONAL CURRENCIES                                         |       | 83       |
|   |       |                                                        |       |     |
| 9.     |       | REPAYMENT OF REVOLVING AND SWINGLINE FACILITY  OUTSTANDINGS |       | 83       |
|   |       |                                                        |       |     |
| 10.    |       | REPAYMENT OF TERM FACILITY OUTSTANDINGS                     |       | 84       |
|   |       |                                                        |       |     |
| 11.    |       | CANCELLATION                                                |       | 88       |
|   |       |                                                        |       |     |
| 12.    |       | VOLUNTARY PREPAYMENT                                        |       | 89       |
|   |       |                                                        |       |     |
| 13.    |       | MANDATORY PREPAYMENT                                        |       | 93       |
|   |       |                                                        |       |     |
| 14.    |       | INTEREST ON REVOLVING AND SWINGLINE FACILITY  ADVANCES      |       | 100      |
|   |       |                                                        |       |     |
| 15.    |       | INTEREST ON TERM FACILITY ADVANCES                          |       | 101      |
|   |       |                                                        |       |     |
| 16.    |       | MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES            |       | 102      |
|   |       |                                                        |       |     |
| 17.    |       | COMMISSIONS AND FEES                                        |       | 104      |
|   |       |                                                        |       |     |
| 18.    |       | TAXES                                                       |       | 105      |
|   |       |                                                        |       |     |
| 19.    |       | INCREASED COSTS                                             |       | 107      |
|   |       |                                                        |       |     |
| 20.    |       | ILLEGALITY                                                  |       | 108      |
|   |       |                                                        |       |     |
| 21.    |       | REPLACEMENT AND MITIGATION                                  |       | 109      |
|   |       |                                                        |       |     |
| 22.    |       | REPRESENTATIONS AND WARRANTIES                              |       | 111      |
|   |       |                                                        |       |     |
| 23.    |       | INFORMATION UNDERTAKING                                     |       | 120      |
|   |       |                                                        |       |     |
| 24.    |       | FINANCIAL CONDITION                                         |       | 126      |
|   |       |                                                        |       |     |
| 25.    |       | POSITIVE UNDERTAKINGS                                       |       | 129      |
|   |       |                                                        |       |     |
| 26.    |       | NEGATIVE UNDERTAKINGS                                       |       | 135      |
|   |       |                                                        |       |     |
| 27.    |       | ACCESSION OF NEW GUARANTORS AND NEW BORROWERS               |       | 157      |
|   |       |                                                        |       |     |
| 28.    |       | EVENTS OF DEFAULT                                           |       | 158      |
|   |       |                                                        |       |     |
| 29.    |       | DEFAULT INTEREST                                            |       | 165      |
|   |       |                                                        |       |     |
| 30.    |       | GUARANTEE AND INDEMNITY                                     |       | 166      |
|   |       |                                                        |       |     |
| 31.    |       | AGENT AND OBLIGORS’ AGENT                              |       | 170      |
|   |       |                                                        |       |     |
| 32.    |       | SECURITY TRUSTEE                                            |       | 175      |

 

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| 33.    |   | BORROWERS’ INDEMNITIES         |   | 178    |
|--------|--------|-------------------------------------|--------|--------|
|   |   |                                |   |   |
| 34.    |   | CURRENCY OF ACCOUNT                 |   | 179    |
|   |   |                                |   |   |
| 35.    |   | PAYMENTS                            |   | 179    |
|   |   |                                |   |   |
| 36.    |   | SET-OFF                             |   | 181    |
|   |   |                                |   |   |
| 37.    |   | SHARING AMONG THE FINANCE PARTIES   |   | 182    |
|   |   |                                |   |   |
| 38.    |   | CALCULATIONS AND ACCOUNTS           |   | 183    |
|   |   |                                |   |   |
| 39.    |   | ASSIGNMENTS AND TRANSFERS           |   | 185    |
|   |   |                                |   |   |
| 40.    |   | COSTS AND EXPENSES                  |   | 190    |
|   |   |                                |   |   |
| 41.    |   | REMEDIES AND WAIVERS                |   | 192    |
|   |   |                                |   |   |
| 42.    |   | NOTICES AND DELIVERY OF INFORMATION |   | 192    |
|   |   |                                |   |   |
| 43.    |   | ENGLISH LANGUAGE                    |   | 194    |
|   |   |                                |   |   |
| 44.    |   | PARTIAL INVALIDITY                  |   | 194    |
|   |   |                                |   |   |
| 45.    |   | AMENDMENTS                          |   | 194    |
|   |   |                                |   |   |
| 46.    |   | THIRD PARTY RIGHTS                  |   | 198    |
|   |   |                                |   |   |
| 47.    |   | COUNTERPARTS                        |   | 198    |
|   |   |                                |   |   |
| 48.    |   | GOVERNING LAW                       |   | 198    |
|   |   |                                |   |   |
| 49.    |   | JURISDICTION                        |   | 199    |

 
| SCHEDULE 1                                                                     |       | 200        |
|--------------------------------------------------------------------------------|------------|------------|
| PART I - LENDERS  AND COMMITMENTS                                              | ** ** | ** ** |
| PART II -  ORIGINAL GUARANTORS                                                 | ** ** | ** ** |
|                                                                           | ** ** | ** ** |
| SCHEDULE 2 FORM OF TRANSFER CERTIFICATE                                        | ** ** | ** ** |
|                                                                           | ** ** | ** ** |
| SCHEDULE 3                                                                     |       | 200        |
| PART I -  CONDITIONS PRECEDENT TO FIRST UTILISATION                            | ** ** | ** ** |
| PART II - FORM  OF CERTIFICATE OF OBLIGOR                                      | ** ** | ** ** |
| PART III -  SECURITY DOCUMENTS                                                 | ** ** | ** ** |
| PART IV -  CONDITIONS SUBSEQUENT DOCUMENTS                                     | ** ** | ** ** |
|                                                                           | ** ** | ** ** |
| SCHEDULE 4                                                                     | ** ** | ** ** |
| PART I - FORM OF  UTILISATION REQUEST (TERM FACILITIES AND REVOLVING FACILITY) | ** ** | ** ** |
| PART II - FORM  OF UTILISATION REQUEST (SWINGLINE FACILITY)                    | ** ** | ** ** |
| PART III - FORM  OF INCREMENTAL TERM FACILITY COMMITMENT AGREEMENT             | ** ** | ** ** |
| PART IV - FORM  OF INCREMENTAL REVOLVING FACILITY COMMITMENT AGREEMENT         | ** ** | ** ** |
|                                                                                |            |            |  |  |  |  |

 

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| SCHEDULE 5 SECURITY TRUSTEE PROVISIONS                    | ** ** | ** ** |
|-----------------------------------------------------------|------------|------------|
| PART I -  SUPPLEMENTARY SECURITY TRUSTEE PROVISIONS       | ** ** | ** ** |
| PART II - APPOINTMENT  AND RETIREMENT OF SECURITY TRUSTEE | ** ** | ** ** |
|                                                      | ** ** | ** ** |
| SCHEDULE 6 ASSOCIATED COSTS RATE                          | ** ** | ** ** |
|                                                      | ** ** | ** ** |
| SCHEDULE 7                                                | ** ** | ** ** |
| PART I - FORM OF  ACCESSION NOTICE                        | ** ** | ** ** |
| PART II -  ACCESSION DOCUMENTS                            | ** ** | ** ** |
|                                                      | ** ** | ** ** |
| SCHEDULE 8                                                | ** ** | ** ** |
| PART I - FORM OF  AUDITORS’ CONFIRMATION             | ** ** | ** ** |
| PART II - FORM  OF DIRECTORS’ COMPLIANCE CERTIFICATE | ** ** | ** ** |
|                                                      | ** ** | ** ** |
| SCHEDULE 9 GROUP STRUCTURE                                | ** ** | ** ** |
|                                                      | ** ** | ** ** |
| SCHEDULE 10                                               | ** ** | ** ** |
|                                                      | ** ** | ** ** |
| PART I -  EXISTING LIENS                                  | ** ** | ** ** |
| PART II -  EXISTING INDEBTEDNESS                          | ** ** | ** ** |
| PART III -  NON-GUARANTOR SUBSIDIARIES                    | ** ** | ** ** |
| PART IV -  EXISTING PROCEEDINGS                           | ** ** | ** ** |
| PART V - PLANS                                            | ** ** | ** ** |
| PART VI - MATERIAL  SUBSIDIARIES                          | ** ** | ** ** |
| PART VII -  EXISTING INVESTMENTS                          | ** ** | ** ** |
|                                                      | ** ** | ** ** |
| SCHEDULE 11 FORM OF L/C BANK ACCESSION CERTIFICATE        | ** ** | ** ** |
|                                                           |            |            |  |  |  |

 

 

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**THIS AGREEMENT** is dated 23 December 2003, as amended andcorrected pursuant to an amendment agreement dated 10 March 2004, a secondamendment deed dated 28 June 2004, a correction of manifest errors letter dated10 November 2004, a third amendment letter dated 1 December 2004, a fourthamendment and consent letter dated 10 March 2005 and a fifth amendment andrestatement deed dated 30 November 2005, and, as of the Sixth AmendmentAgreement Effective Date, by a Sixth Amendment Agreement and made between:

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

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

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

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

**(5)**                                 **DEUTSCHE BANK AG, LONDONBRANCH**(as agentfor and on behalf of the Finance Parties, the “**Agent**”);

**(6)**                                 **DEUTSCHE BANK AG, LONDONBRANCH**(assecurity trustee for and on behalf of the Finance Parties, the “**Security Trustee**”); and

**(7)**           **THE LENDERS**(as defined below).

# **1.****                                      DEFINITIONSAND INTERPRETATION**

## **1.1****                               Definitions**

Inthis Agreement the following terms have the meanings set out below.

“**Acceding Borrower**” means any member of the Group which hascomplied with the requirements of Clause 27.2 (*Accession ofNew Borrowers*).

“**Acceding Guarantor**” means any member of theGroup which has complied with the requirements of Clause 27.1 (*Accession of New Guarantors*).

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

“**Act**”****meansthe Companies Act 1985.

“**Additional Dividend Amount**”means:

**(a)**                                  for the fiscal year ending31 December, 2006, €25,000,000;

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

**(i)**                                    €25,000,000; or

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

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negative number) between 35% of the Consolidated NetIncome Available to Common (calculated before deducting any non-cashexceptionals accrued during such period) for the fiscal year immediatelypreceding the Previous Year and the aggregate amount of Dividends paid duringthe Previous Year.

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

“**Adjusted Consolidated EBITDA**” means, forany period, Consolidated EBITDA for such period, adjusted by excludingtherefrom (to the extent otherwise included therein) any amounts attributableto CEAL and any of its Subsidiaries, so long as CEAL is a Non-Wholly OwnedSubsidiary.

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

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

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

“**Advance**”****means,save as otherwise provided in this Agreement, a Revolving Facility Advance, anA Facility Advance, a D1 Facility Advance, a D2 Facility Advance, a SwinglineFacility Advance, or an Incremental Term Facility Advance as the context mayrequire.

“**A Facility**”****means the term loan facility granted to the Existing Borrowerpursuant to Clause 2.1(c) (*The Facilities*).

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

“**A Facility Commitment**”****means, in relation to an A Facility Lenderat any time, and save as otherwise provided in this Agreement, the amount setopposite its name in the relevant column of Section A of Part I ofSchedule 1 (*Lenders and Commitments*) or asspecified in the Transfer Certificate pursuant to which such Lender becomes aparty to this Agreement.

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“**A Facility Lender**”****means a person which:

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

**(b)**                                  has become a party to this Agreement inaccordance with the provisions of Clause 39 (*Assignmentsand Transfers*),

whichin each case has not ceased to be a party to this Agreement in accordance withthe terms of this Agreement.

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

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

“**A Facility Repayment Date**” has the meaningascribed to that term in Clause 10.1 (*Repaymentof A Facility Outstandings*).

“**Affiliate**” means, with respect to anyperson, any other person directly or indirectly controlling (including, but notlimited to, all directors and officers of such person), controlled by, or underdirect or indirect common control with, such person.  A person shall be deemed to control anotherperson if such person possesses, directly or indirectly, the power (a) to vote10 per cent. or more of the securities having ordinary voting power forthe election of directors of such corporation or (b) to direct or cause thedirection of the management and policies of such other person, whether throughthe ownership of voting securities, by contract or otherwise, provided thatneither the Agent nor any Lender (nor, in each case, any affiliate thereof)shall be considered an Affiliate of the Parent or any subsidiary thereof.

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

“**Agent’s Spot Rate of Exchange**”****means, in relation to two currencies, theAgent’s spot rate of exchange for the purchase of the first-mentioned currencywith the second-mentioned currency in the London foreign exchange market at orabout 11.00 a.m. on a particular day.

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

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

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

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

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

“**Anton Target**”means Andvord Tybring — Gjedde ASA.

“**Anton Vendor**”means, as the context requires:

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

**(b)****                                 **all such ownerstaken together.

“**Applicable Currency**” means, for any Trancheof Incremental Term Facility Advances the currency (in euros or in an OptionalCurrency) for such Tranche designated in the Incremental Term FacilityCommitment Agreement for such Tranche.

“**Applicable****Excess****Cash****Flow****Percentage**”means, (a) so long as a Default or an Event of Default exists on the respectiveExcess Cash Flow Payment Date, 100 per cent. and (b) so long as no Defaultor Event of Default exists on the respective Excess Cash Flow Payment Date,50 per cent. where the Consolidated Leverage Ratio on the last day ofthe respective Excess Cash Flow Payment Period is equal to or greater than2.50:1.00 and zero where the Consolidated Leverage Ratio on the last dayof the respective Excess Cash Flow Payment Period is less than 2.50:1.00.

“**Applicable****Margin**” means:

**(a)****                                 **with respect to the A Facility, theD Facilities and the Revolving Facility, the A Facility Margin, theD Facilities Margin and the Revolving Facility Margin, respectively.  From and after each day of delivery ofany certificate delivered in accordance with the following sentence indicatingan entitlement to a different margin than the A Facility Margin, theD Facilities Margin or the Revolving Facility Margin, as the context mayrequire, (each, a “**Start Date**”) toand including the applicable End Date described below, the Applicable Marginshall (subject to any adjustment pursuant to the immediately succeedingparagraph) be that set forth below opposite the Consolidated Leverage Ratioindicated to have been achieved in any certificate delivered in accordance withthe following sentence:
| **Consolidated  Leverage Ratio**                             | ** ** | **Applicable Margin for A Facility, Revolving  Facility and Euro Swingline Facility Advances** | ** ** | **Applicable Margin for Dollar Swingline  Facility Advances** | ** ** | **Applicable Margin for D Facilities** |
|--------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|---------------------------------------------|
| ** **                                                   | ** ** | ** **                                                                                     | ** ** | ** **                                                    | ** ** | ** **                                  |
| Greater than 3.50:1.00                                       |       | 2.500 per  cent.                                                                          |       | 1.500 per  cent.                                         |       | 1.75 per  cent                         |
| Greater than 3.00:1.00 but less than or equal to  3.50:1.000 |       | 2.250 per  cent.                                                                          |       | 1.250 per  cent.                                         |       | 1.75 per  cent                         |
| Greater than 2.50:1:00 but less than or equal to  3.00:1.00  |       | 2.000 per  cent.                                                                          |       | 1.000 per  cent.                                         |       | 1.75 per  cent                         |
| Greater than 2.00:1.00 but less than or equal to  2.50:1.00  |       | 1.750 per  cent.                                                                          |       | 0.750 per  cent                                          |       | 1.75 per  cent                         |
| Less than or equal to 2.00:1.00                              |       | 1.500 per  cent.                                                                          |       | 0.500 per  cent.                                         |       | 1.75 per  cent                         |

 

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The Consolidated Leverage Ratio shall be determined based on thedelivery of a certificate of the Parent by an Authorised Representative of theParent to the Agent (with a copy to be sent by the Agent to each Lender),within 50 days of the last day of any fiscal quarter of the Parent,which certificate shall set forth the calculation of the Consolidated LeverageRatio as at the last day of the Test Period ended immediately prior to therelevant Start Date (but determined on a Pro Forma Basis to give effect to any€5 Million Permitted Acquisition and any €5 Million Asset Saleeffected on or prior to the date of delivery of such certificate) and theApplicable Margins which shall be thereafter applicable (until same are changedor cease to apply in accordance with the following sentences). The Applicable Margins so determined shall apply, except as set forth inthe succeeding sentence, from the Start Date to the earlier of (i) thedate on which the next certificate is delivered to the Agent, (ii) the datewhich is 50 days following the last day of the Test Period in whichthe previous Start Date occurred (the “**EndDate**”), at which time, if no certificate has been delivered to theAgent indicating an entitlement to an Applicable Margin other than those describedin the first sentence of this paragraph (a) (and thus commencing a newStart Date), the Applicable Margins shall be the A Facility Margin, the DFacilities Margin and the Revolving Facility Margin (as applicable); and

**(b)****                                 **with respect to each Tranche of theIncremental Term Facility Outstandings that percentage set forth in, orcalculated in accordance with, Clause 7 (*UncommittedIncremental Facilities*) and the relevant Incremental Term FacilityCommitment Agreement provided that, if at any time, the Applicable Marginrelating to any Incremental Term Facility Outstandings exceeds by more than0.50 per cent. the Applicable Margin relating to the D Facilities at suchtime, the Applicable Margin relating to the D Facilities shall be automaticallyincreased to a percentage which is 0.50 per cent. below the ApplicableMargin relating to the Incremental Term Facility Outstandings.

“**Asset****Sale**”means any sale (including pursuant to sale-leaseback transactions (other than asale-leaseback transaction where the Parent or any of its Subsidiaries played aprimary financial role in the development of the relevant asset)), transfer orother disposition by the Parent or any of its Subsidiaries to any person otherthan the Parent or any Wholly-Owned Subsidiary of the Parent of any asset orProperty (including, without limitation, any Equity Interests or othersecurities of another person, but excluding the sale by the Parent of its own 

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sharecapital) of the Parent or such Subsidiary other than (a) sales, transfers or otherdispositions of inventory made in the ordinary course of business, (b) sales,transfers or other dispositions of assets pursuant to paragraphs (c)(i) (*obsolete equipment*), (f) (*inventory*), (g) (*overdue receivables*) and (h) (*condemned property*) of Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*), (c) sales or liquidations of Cash Equivalents, (d) salesof Receivables Facility Assets pursuant to any Permitted ReceivablesTransaction, (e) operating leases or subleases of any property by theParent and its Subsidiaries in the ordinary course of business, (f) thelicensing of intellectual property in the ordinary course of business,(g) any Sale In Lieu of Liquidation and (h) any single sale of assets(or series of related sales of assets) which generates Net Sale Proceeds ofless than €250,000 (or its equivalent in other currencies).

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

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

“**Authorised Representative**” means, withrespect to (i) delivering Utilisation Requests and similar notices, any personor persons that has or have been authorised by the board of directors of therelevant Borrower to deliver such notices pursuant to this Agreement and thathas or have appropriate signature cards on file with the Agent, (ii) deliveringfinancial information and officer’s certificates pursuant to this Agreement,the chief financial officer, any treasurer or other financial officer of therelevant Borrower or the Parent and (iii) any other matter in connection withany Finance Document, any officer (or a person or persons so designated by anytwo officers) of the Parent or the relevant Borrower.

“**Available AFacility Commitment**”****means,in relation to an A Facility Lender, at any time and save as otherwise providedin this Agreement, its A Facility Commitment at such time adjusted to takeaccount of:

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

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

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

“**Available Commitment**”****means, in relation to a Lender, theaggregate amount of its Available Revolving Facility Commitment, its AvailableTerm Facility Commitments and, subject to Clause 7 (*Uncommitted Incremental Facilities*) andthe relevant Incremental Facility Commitment Agreement, its AvailableIncremental Term Facility Commitment or, in the context of a particularFacility, its Available A Facility Commitment, its Available D1 FacilityCommitment, its Available D2 Facility Commitment, its Available RevolvingFacility Commitment, its Available Swingline Facility Commitment or itsAvailable Incremental Term Facility Commitment, as the context may require.

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“**Available D1Facility Commitment**”****means,in relation to a D1 Facility Lender, at any time and save as otherwise providedin this Agreement, its D1 Facility Commitment at such time adjusted to takeaccount of:

**(a)**                                  any cancellation or reduction of it orany transfer by such D1 Facility Lender or any transfer to it, in each case,pursuant to the terms of this Agreement; and

**(b)**                                  in the case of any proposed Advance, theEuro Amount of any D1 Facility Advance which, pursuant to any other UtilisationRequest is to be made on or before the proposed Utilisation Date,

lessthe Euro Amount of its share of the D1 Facility Advances made under thisAgreement, provided always that such amount shall not be less than zero.

“**Available D2Facility Commitment**”****means,in relation to a D2 Facility Lender, at any time and save as otherwise providedin this Agreement, its D2 Facility Commitment at such time adjusted to takeaccount of:

**(a)**                                  any cancellation or reduction of it orany transfer by such D2 Facility Lender or any transfer to it, in each case,pursuant to the terms of this Agreement; and

**(b)**                                  in the case of any proposed Advance, theEuro Amount of any D2 Facility Advance which, pursuant to any other UtilisationRequest is to be made on or before the proposed Utilisation Date,

lessthe Euro Amount of its share of the D2 Facility Advances made under thisAgreement, provided always that such amount shall not be less than zero.

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

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

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

**(b)**                                  in the case of any proposed Advance, theEuro Amount of any Incremental Term Facility Advance which, pursuant to anyother Incremental Term Facility Commitment Agreement is to be made on or beforethe proposed Utilisation Date,

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

“**Available Liquidity**” means, at any time, anamount equal to the Available Revolving Facility.

“**Available Revolving Facility**”****means, at any time, the aggregate amountof the Available Revolving Facility Commitments.

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“**Available RevolvingFacility Commitment**”****means,in relation to a Revolving Facility Lender, at any time and save as otherwiseprovided in this Agreement, its Revolving Facility Commitment, adjusted to takeaccount of:

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

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

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

“**Available Swingline Facility**”****means, at any time, the aggregate amountof the Available Swingline Facility Commitments.

“**Available SwinglineFacility Commitment**”****means,in relation to a Swingline Facility Lender, at any time and save as otherwiseprovided in this Agreement its Swingline Facility Commitment, adjusted to takeaccount of:

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

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

lessthe Euro Amount of its participation in the Swingline Facility Outstandings atsuch time,

providedalways that such amount shall not be less than zero.

“**Available Term Facility Commitment**”****means, in relation to a Lender, theaggregate amount of its Available A Facility Commitment, its Available D1Facility Commitment and its Available D2 Facility Commitment.

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

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

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

“**Beneficiary**”****means, in relation to a Documentary Credit, the beneficiaryof it.

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“**Borrowers**” means the Existing Borrower and any AccedingBorrower.

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

**(a)**                                  the interest which a Lender should havereceived for the period from the date of receipt of all or any part of itsparticipation in an Advance or Unpaid Sum to the last day of the currentInterest Period or Term in respect of that Advance or Unpaid Sum, had theprincipal amount of such Advance or Unpaid Sum received been paid on thelast day of that Interest Period or Term,

exceeds:

**(b)**                                  the amount which that Lender would beable to obtain by placing an amount equal to the principal amount of suchAdvance or Unpaid Sum received or recovered by it on deposit with a leadingbank in the Relevant Interbank Market for a period starting on the Business Dayfollowing such receipt or recovery and ending on the last day of thecurrent Interest Period or Term.

“**Business Day**”****means a day (other than a Saturday orSunday) on which (a) banks generally are open for business in London and (b) ifsuch reference relates to a date for the payment or purchase of any sumdenominated in:

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

**(ii)**                                an Optional Currency, banks generally areopen for business in the principal financial centre of the country of suchOptional Currency.

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

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

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

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

“**Cash Equivalents**”means:

**(a)**       Cash;

**(b)**                      securities issued or directly fullyguaranteed or insured by the governments of the United States, The Netherlands,the United Kingdom, France, Switzerland, Germany or Australia or any agency orinstrumentality thereof (provided that the full faith and credit of therespective such government is pledged in support thereof) having maturities ofnot more than six months from the date of acquisition;

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

**(d)**                      repurchase obligations with a term of notmore than seven days for underlying securities of the types described in(b) and (c) above entered into with any financial institution meeting thequalifications specified in (c) above; and

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

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

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

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

“**CEAL ExceptionConditions**” means, in relation to the CEAL Group at any time:

**(a)****                                 **each member of the CEAL Group is a NonWholly Owned Subsidiary of the Parent; and

**(b)**                                  no member of the CEAL Group has incurredany Indebtedness which directly or indirectly guarantees or supports anyobligation of the Group (other than members of the CEAL Group).

“**CEAL Group**” means CEAL and itsSubsidiaries.

“**CEXP**” means Corporate Express, Inc., aColorado Corporation.

“**Change of Control**”means:

**(a)**                      any person or “group” (within the meaningof Sections 13(d) and 14(d) under the Securities Exchange Act, as in effect onthe Effective Date), other than as a result of the ownership of ParentPreference Shares A and Parent Preference Shares B by the respective PermittedHolders thereof, shall (i) have acquired beneficial ownership of 35 percent. or more on a fully diluted basis of the voting and/or economic interestin the Parent’s share capital or (ii) obtained the power (whether or notexercised) to elect a majority of the Parent’s directors;

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**(b)**                      the board of directors of the Parentshall cease to consist of a majority of Continuing Directors;

**(c)**                      any “change of control” or similar eventunder, and as defined in, the Senior Subordinated Note Indenture, the NewSenior Subordinated Note Indenture, the Senior Subordinated Convertible BondAgency Agreement, the documentation relating to any Permitted SubordinatedIndebtedness or any Permitted Refinancing Indebtedness or any issue of ParentPreferred Stock (including, without limitation, each of the Parent PreferenceShares A and the Parent Preference Shares B), in each case to the extent thenoutstanding, shall occur; or

**(d)**                      the Parent shall at any time cease to ownbeneficially and of record, directly or indirectly through one or moreWholly-Owned Subsidiaries of the Parent, free and clear of all Liens (otherthan those created pursuant to the Finance Documents), other encumbrances, orvoting agreements, restrictions or trusts of any kind, 100 per cent. ofthe outstanding Equity Interests of each Borrower on a fully diluted basis andshares representing the right to elect a majority of the directors of eachBorrower.

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

“**Collateral**” means all property (whetherreal or personal, movable or immovable) with respect to which any securityinterests have been granted (or purported to be granted) pursuant to anySecurity Document (including any Additional Security Document).

“**Commitment**”****means, in relation to a Lender, its A Facility Commitment,its D1 Facility Commitment, its D2 Facility Commitment, its Revolving FacilityCommitment, its Swingline Facility Commitment and/or, subject to Clause 7(*Uncommitted Incremental Facilities*)its Incremental Revolving Facility Commitment and/or its Incremental TermFacility Commitment, as the context may require.

“**Commitment Letter**”****means the letter dated 13 November2003 from the Arrangers to the Parent and the Existing Borrower with respect toarranging the Facilities.

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

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

“**Consolidated Current Liabilities**” means, atany time, the consolidated current liabilities of the Parent and itsConsolidated Subsidiaries at such time, but excluding (i) the currentportion of any Indebtedness under this Agreement, of any Permitted ReceivablesTransaction Indebtedness and of any other long-term Indebtedness which wouldotherwise be included therein, (ii) accrued but unpaid interest with respect tothe Indebtedness and (iii) the current portion of Indebtednessconstituting Capitalised Lease Obligations.

 

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“**Consolidated EBIT**” means, for any applicable computationperiod, EBIT (Earnings Before Interest and Tax) as shown on the Group’sconsolidated income statement.

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

**(a)****                              **non-cash extraordinary, non-cash unusualand non-cash non-recurring gains, losses and charges occurring during suchperiod;

**(b)****                              **non-recurring charges related toassimilation of persons acquired, and the expenses of, Permitted Acquisitions,including expenses incurred in connection with the retirement of Indebtednessof persons so acquired;

**(c)****                              **the write-off of debt financing feesassociated with terminated credit facilities;

**(d)**                               any non-cash pre-acquisition write-offsor similar charges incurred by a person acquired pursuant to a PermittedAcquisition that as the result of a pooling of interest are included in theParent’s consolidated financial statements for the period;

**(e)**                               any non-cash write-offs or similarnon-cash charges which are recorded following a Permitted Acquisition in theParent’s consolidated financial statements with respect to an acquired person’sassets to the extent such amounts were accounted for in the first twelve monthsfollowing the date such acquisition was consummated;

**(f)**                                 any restoration to income of anycontingency reserve, except to the extent that provision for such reserve wasmade out of Consolidated Net Income accrued at any time after the InitialBorrowing Date;

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

**(h)**                              one-time charges (including, withoutlimitation, restructuring charges and any upfront fees related to theseFacilities, the refinancing of the Senior Subordinated Notes and the issue ofthe Senior Subordinated Convertible Bonds) occurring during such period to theextent not already included above; and

**(i)****                                   **share based payments,

*provided* that Consolidated EBITDA for any period shall bereduced by the aggregate amount of all cash payments made during such period inrespect of any amounts previously excluded pursuant to sub-paragraphs (i),(iv), (v), and (vii) of this sentence, whether in such period or a priorperiod, and provided further (a) that for the purposes of all calculations ofConsolidated EBIT and other calculations relevant to this definition ofConsolidated EBITDA (including the calculation of Consolidated EBITDA itself)(i) the earnings before interest and tax of any Non-Consolidated Person shallbe included only to the extent of the payment of cash dividends or cashdistributions by such Non-Consolidated Person to the Parent or a Subsidiarythereof during such period, (ii) the earnings before interest and tax of anyNon-Consolidated Person shall be excluded to the extent that the declaration orpayment of cash dividends or similar distributions by that Non-ConsolidatedPerson of those earnings is not at the date of determination permitted byoperation of its charter or any agreement, instrument or law applicable to suchNon-Consolidated Person, and (iii) the earnings before interest and 

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

“**Consolidated EBITDAR**” means, for anyperiod, Consolidated EBITDA for such period, adjusted by adding thereto theamount of all rent and lease expense included as a component of ConsolidatedFixed Charges for such period pursuant to sub-paragraph (ii) of thedefinition thereof and which was deducted in calculating Consolidated EBIT (andnot already added back in determining Consolidated EBITDA) for such period.

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

“**Consolidated Fixed Charges**” means, for anyperiod, the sum, without duplication, of (i) Consolidated Interest Expensefor such period, (ii) the amount of all rent expense of, and leasepayments expensed by, the Parent and its Subsidiaries with respect to RealProperty (including land, buildings, improvements and fixtures, includingLeaseholds) and vehicles, determined on a consolidated basis for such period,(iii) the amount of all Capital Expenditures made by the Parent and itsSubsidiaries determined on a consolidated basis for such period (other than (x)Capital Expenditures to the extent made pursuant to Clause 24.1(b) (*Capital Expenditures*) and (y) any CapitalExpenditures paid in respect of Capitalised Leases), (iv) all Dividends(excluding dividends paid-in-kind through the issuance of additional shares ofshare capital of the Parent) actually paid by the Parent in relation to theParent Preference Shares A and the Parent Common Stock during such period and(v) the scheduled principal amount of all amortisation payments with respect tothe Term Facilities for such period (as determined on the first day of therespective period).

“**Consolidated Indebtedness**” means, as at anydate of determination, the aggregate stated balance sheet amount of allIndebtedness of the Parent and its Subsidiaries (excluding (i) all ContingentObligations other than Contingent Obligations which are required, in accordancewith GAAP, to be reflected on the consolidated balance sheet of the Parent andits Subsidiaries (ii) obligations under any Hedging Agreements and OtherHedging Agreements or other similar types of agreements and (iii) Indebtednessin respect of Capitalised Leases, but including and taking account ofreceivables and payables under currency swaps, forward foreign exchangetransactions or other agreements pursuant to which foreign exchange risk ishedged) on a consolidated basis as determined in accordance with GAAP, providedthat notwithstanding any contrary treatment pursuant to GAAP (and withoutdouble counting), (a) the aggregate amount of guarantees or letters of creditissued in support of Indebtedness of persons which are not Subsidiaries of theParent shall at all times be included as a component of ConsolidatedIndebtedness, (b) the amount of Permitted Receivables Transaction Outstandingsat any time shall be included as a component of Consolidated Indebtedness, (c)any fees incurred in connection with raising such Indebtedness shall be addedback (to the extent deducted in determining the balance sheet amount of suchIndebtedness), (d) the equity component of any convertible bonds shall beincluded as a component of Consolidated Indebtedness and (e) to the extentConsolidated Indebtedness does not already do so, Indebtedness of anySubsidiary of the Parent shall be reduced pro rata to reflect the proportion ofthe economic interest held in such Subsidiary.

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

“**Consolidated Interest Expense**” means, forany period, Cash Interest for such period less, to the extent included in thedetermination of Cash Interest, (a) the interest element of Capitalised LeaseObligations and (b) the aggregate amount of interest income of members of theGroup (other than from other members of the Group) for such period.** **Notwithstandinganything to the contrary contained above, (x) to the extent ConsolidatedInterest Expense for any period does not already include all ReceivablesFacility Financing Costs for such period, the amount of such ReceivablesFacility Financing Costs shall be added to (and form part of) ConsolidatedInterest Expense and (y) to the extent Consolidated Interest Expense does notalready do so, Cash Interest of any Subsidiary of the Parent shall be reducedpro rata to reflect the proportion of the economic interest held in suchSubsidiary.  Notwithstanding anything tothe contrary contained above, to the extent any Test Period begins before theInitial Borrowing Date, Consolidated Interest Expense as calculated above foreach such period shall instead be deemed to be for a period as set out incolumn 1 below and for an amount equal to the product of such number of timesas set out in column 2 below and the Consolidated Interest Expense ascalculated above.

| Column 1 — Deemed Test Period                            | ** ** | **Column 2 — Multiplier** | ** ** |
|----------------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|
| For the period  beginning on 1 January 2004 and ending on 31 March 2004.     |       | 4                                             |       |
|                                                                                   |       |                                          |       |
| For the period  beginning on 1 January 2004 and ending on 30 June 2004.      |       | 2                                             |       |
|                                                                                   |       |                                          |       |
| For the period  beginning on 1 January 2004 and ending on 30 September 2004. |       | 1.33                                          |       |

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

“**Consolidated Net Income**” means, for any period,the net income (or loss) of the Parent and its Consolidated Subsidiaries forsuch period, determined on a consolidated basis (after any deduction forminority interests), *provided* that(a) in determining Consolidated Net Income, (i) the net income of anyNon-Consolidated Person shall be included only to the extent of the payment ofcash dividends or cash distributions by such Non-Consolidated Person to theParent or a Subsidiary thereof during such period, (ii) the net income of anyNon-Consolidated Person shall be excluded to the extent that the declaration orpayment of cash dividends or similar distributions by that Non-ConsolidatedPerson of that net income is not at the date of determination permitted byoperation of its charter or any agreement, 

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instrumentor law applicable to such Non-Consolidated Person, (iii) the net income (orloss) of any other person acquired by a Non-Consolidated Person or a Subsidiaryof a Non-Consolidated Person in a pooling of interests transaction for anyperiod prior to the date of such acquisition shall be excluded and (iv) aftertax gains and losses from Asset Sales (without regard to the exceptions in (d)or (e) in the proviso of the definition thereof) or abandonments or reservesrelating thereto shall be excluded, and (b) values of income, losses or anyother variables in respect of any Subsidiary of the Parent or any person thatis accounted for by the equity method of accounting (excluding the CEAL Group)shall be reduced pro rata to reflect the proportion of the economic interest insuch Subsidiary or person.

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

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

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

“**Contingent Obligation**” means, as to anyperson, any obligation of such person guaranteeing or intended to guarantee anyIndebtedness, leases or dividends (“**primaryobligations**”) of any other person (the “**primary obligor**”) in any manner, whether directly orindirectly or to otherwise assure or hold harmless the holder of suchprimary obligation against loss in respect thereof, provided, however, that theterm Contingent Obligation shall not include endorsements of instruments fordeposit or collection in the ordinary course of business.  The amount of any Contingent Obligation shallbe deemed to be an amount equal to the stated or determinable amount of theprimary obligation in respect of which such Contingent Obligation is made or,if not stated or determinable, the maximum reasonably anticipated liability inrespect thereof (assuming such person is required to perform thereunder) asdetermined by such person in good faith.

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

“**D Facilities**” means the D1 Facility and theD2 Facility and “**D Facility**” meansany of them as the context may require from time to time.

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

“**D Facilities Repayment Date**” has themeaning ascribed to it in Clause 10.3 (*Repaymentof D Facility Outstandings*).

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

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

“**D Facility Lenders**” means the D1 FacilityLenders and the D2 Facility Lenders and “**D FacilityLender**” means any of them as the context may require from time totime.

“**D Facility Outstandings**” means the D1Facility Outstandings and the D2 Facility Outstandings.

“**D1 Facility**” has the meaning ascribed to that term in Clause2.1(d) (*The Facilities*).

“**D1 Facility Advance**”****means an advance (as from time to timereduced by repayment) made or to be made by the D1 Facility Lenders under theD1 Facility or arising in respect of the D1 Facility under Clause 15.3 (*Division of Term Facility Advances*).

“**D1 Facility Commitment**”****means, in relation to a D1 Facility Lenderat any time, and save as otherwise provided in this Agreement, the amountagreed between such D1 Facility Lender and the Agent and notified to theParent, or as specified in the Transfer Certificate pursuant to which suchLender becomes a party to this Agreement.

“**D1 Facility Lender**”****means a person which:

**(a)**                                  is a participant in the D1 Facilityimmediately prior to the Sixth Amendment and Restatement Effective Date; or

**(b)****                                 **has become a party to this Agreement inaccordance with the provisions of Clause 39 (*Assignmentsand Transfers*),

whichin each case has not ceased to be a party to this Agreement in accordance withthe terms of this Agreement.

“**D1 Facility Outstandings**”****means, at any time, the aggregateprincipal amount of the D1 Facility Advances outstanding under thisAgreement.

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

“**D2 Facility Advance**”****means an advance (as from time to timereduced by repayment) made or to be made by the D2 Facility Lenders under theD2 Facility or arising in respect of the D2 Facility under Clause 15.3(*Division of Term Facility Advances*).

“**D2 Facility Commitment**”****means, in relation to a D2 Facility Lenderat any time, and save as otherwise provided in this Agreement, the amountagreed between such D2 Facility Lender and the Agent and notified to theParent, or as specified in the Transfer Certificate pursuant to which suchLender becomes a party to this Agreement.

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“**D2 Facility Lender**”****means a person which:

**(a)**                                  is a participant in the D2 Facilityimmediately prior to the Sixth Amendment and Restatement Effective Date; or

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

whichin each case has not ceased to be a party to this Agreement in accordance withthe terms of this Agreement.

“**D2 Facility Outstandings**” means, at anytime, the aggregate principal amount of the D2 Facility Advancesoutstanding under this Agreement.

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

“**Defaulting Lender**” means any Lender withrespect to which a Lender Default is in effect.

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

“**Disruption Event**” means either or both of:

**(a)**                                  a materialdisruption to those payment or communications systems or to those financialmarkets which are, in each case, required to operate in order for payments tobe made in connection with the Facilities (or otherwise in order for thetransactions contemplated by the Finance Documents to be carried out) whichdisruption is not caused by, and is beyond the control of, any of the Parties;or

**(b)**                                  the occurrenceof any other event which results in a disruption (of a technical orsystems-related nature) to the treasury or payments operations of a Partypreventing that, or any other Party:

**(i)**                                    from performingits payment obligations under the Finance Documents; and

**(ii)**                                fromcommunicating with other Parties in accordance with the terms of the FinanceDocuments,

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

“**Dividend**” means, with respect to anyperson, that such person has declared or paid a dividend (excluding dividendspaid by the Parent in the Parent Common Stock and Parent Preferred Stock) orreturned any equity capital to its stockholders, partners or members orauthorised or made any other distribution, payment or delivery of property(other than ordinary share capital of such person) or cash to its stockholders,partners or members as such, or redeemed, retired, purchased or otherwiseacquired, directly or indirectly, for a consideration any shares of any class ofits share capital or any partnership or membership interests outstanding (orany options or warrants issued by such person with respect to its 

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

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

“**Dollar Swingline Facility Advance**” means anadvance denominated in dollars as from time to time reduced by repayment madeor to be made by the Swingline Facility Lenders under the Swingline Facility.

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

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

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

“**Dutch Guarantor**” means each of the partiesas set out in Part II of Schedule 1 (*OriginalGuarantors*) named as Dutch Guarantors and any Acceding Guarantorincorporated in The Netherlands.

“**Effective****Date**”means the date of this Agreement.

“**Eligible Institution**” means and includes acommercial bank, a finance company, an insurance company, a financialinstitution, fund or other person which regularly lends, or purchasesinterests, in loans or extensions of credit of the types made pursuant to thisAgreement, but in any event excluding the Parent and its Subsidiaries andAffiliates.

“**EMU****Legislation**”means the legislative measures of the European Union for the introduction ofchangeover to or operation of the euro in one or more member states being inpart legislative measures to implement the third stage of the European MonetaryUnion.

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

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

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

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

**(c)**           land(including land under water).

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

“**Environmental****Law**” means all laws andregulations of any relevant jurisdiction which:

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

**(b)**           provideremedies or compensation for harm or damage to the Environment; and

**(c)**           relateto Hazardous Materials or health or safety matters.

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

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

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

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

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

**(a)**                                  the rate per annum for deposits in eurowhich appears on the Relevant Page for such period at or about 11.00 a.m.(Brussels time) on the Quotation Date for such period; or

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

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“**Euro Amount**”****means:

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

**(b)**                                  in relation to a Documentary Credit, (i)if such Documentary Credit is denominated in euro, the Outstanding L/C Amountin relation to it at such time or (ii) if such Documentary Credit is notdenominated in euro, the equivalent in euro of the Outstanding L/C Amount atsuch time, calculated as at the later of (A) the date which falls 2 BusinessDays before its issue date or any renewal date or (B) the date of anyrevaluation pursuant to Clause 5.3 (*Revaluation of DocumentaryCredits*); and

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

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

“**Euro Swingline Facility Outstanding**”****means, at any time, the aggregateprincipal amount of the Euro Swingline Facility Advances outstanding under thisAgreement.

“**Europcenter**” means Buhrmann Shared ServiceCenter (Europe) N.V. a corporation organised under the laws of the Kingdom ofBelgium, formerly known as Buhrmann Europcenter N.V.

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

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

**(a)          **the sum of:

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

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

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exceeds:

**(b)          **the sum of:

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

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

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

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

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

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

**(vii)****                          **one-time charges (including, withoutlimitation, restructuring charges and any upfront fees related to theseFacilities, the refinancing of the Senior Subordinated Notes, the issue of theSenior Subordinated Convertible Bonds, the issue of the New Senior SubordinatedNotes and the issue of Parent Common Stock specifically for the repurchase ofthe Parent Preference Shares C) occurring during such period to the extent notalready included above.

For the purposes of this definition only:

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

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**(B)**                               in calculating Adjusted ConsolidatedWorking Capital, any amounts expressed in currencies other than euros shall beconverted into euros (as shown on Reuters ECB page 37 or, if same does notprovide such exchange rate, on such other basis as may be satisfactory to theAgent) for the exchange of such currency into euros for the last day ofthe fiscal year of the Parent.

“**Excess Cash Flow Payment Date**” means thedate occurring 105 days after the last day of each fiscal year of theParent, with the first Excess Cash Flow Payment Date to occur on the 105th day after the last day of the fiscal yearof the Parent ending closest to 31 December 2005.

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

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

“**Existing Documentary Credit**” means eachletter of credit, bank guarantee or other documentary credit as set out inSection C of Part II of Schedule 10 (*Existing Indebtedness*) each as issued pursuant to orexisting under the Existing Credit Agreement and outstanding on the InitialBorrowing Date.

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

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

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

“**Facilities**”****means the Term Facilities, the Revolving Facility, theSwingline Facility and (subject to Clause 7 (*UncommittedIncremental Facilities*)) the Incremental Revolving Facility and theIncremental Term Facility granted to the Borrowers in this Agreement, and “**Facility**” means any of them as the contextmay require.

“**Facilities Obligations**” means all amountsowing to the Finance Parties pursuant to the terms of this Agreement or anyother Finance Document.

“**Facility Office**”****means:

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

**(b)**                                  in relation to a Lender, the office fromtime to time designated by it to the Agent for the purposes of this Agreement(or, in the case of a Transferee, at the end of the 

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Transfer Certificate to which it is a party asTransferee) or such other office as such Lender may from time to time select.

“**Fair****Market****Value**” means, with respect to anyasset, the price at which a willing buyer, not an Affiliate of the seller, anda willing seller who does not have to sell, would agree to purchase and sellsuch asset, as determined in good faith by the board of directors or othergoverning body or, pursuant to a specific delegation of authority by such boardof directors or governing body, a designated senior executive officer, of theParent or the Subsidiary of the Parent selling such asset.

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

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

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

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

“**€5 Million Asset Sale**” means any Asset Salewhere the aggregate consideration (taking the Fair Market Value of any non-cashconsideration) received by the Parent and its Subsidiaries in connectiontherewith is equal to or in excess of €5,000,000 (or its equivalent in othercurrencies).

“**€5 Million Permitted Acquisition**” meanseach Permitted Acquisition where the aggregate consideration paid (or which maybe paid) in connection therewith (including any deferred compensationarrangements, the principal amount of Seller Debt and/or Permitted AcquiredDebt and the Fair Market Value of all Equity Interests in the Parent issued asconsideration in connection therewith) exceeds €5,000,000 (or its equivalent inother currencies).

“**Fifth Amendment andRestatement Deed**” means the Amendment and Restatement Deed dated30 November 2005 between, *inter alios*,the Obligors’ Agent, the Guarantors, the Agent, the Security Trustee and the DFacility Lenders.

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

“**Final Maturity Date**”means

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

**(b)**                                  in respect of the A Facility, subject toClause 10.1 (*Repayment of A FacilityOutstandings*), 31 December 2009;

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**(c)**                                  in respect of the D Facilities, subjectto Clause 10.3 (*Repayment of D FacilityOutstandings*), 31 December 2010; and

**(d)**                                  in respect of the Incremental Term Facility,the  Incremental Term Facility MaturityDate.

“**Finance Documents**”****means:

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

**(b)**           anyIncremental Facility Commitment Agreement;

**(c)          **the Security Documents;

**(d)**           theIntercreditor Deed;

**(e)**                                  the Hedging Agreements;

**(f)**                                    any Additional Security Document; and

**(g)**                                 any other agreement or documentdesignated a “**Finance Document**” inwriting by the Parent and the Agent.

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

“**GAAP**” means in relation to any financialstatement to be delivered in accordance with this Agreement generally acceptedaccounting principles in the Netherlands, including without limitation IFRSwhere relevant.

“**Group**”****meansthe Parent, the Borrowers, and all other Subsidiaries of the Parent from timeto time.

“**Group Business**”****means the business as conducted by the Parent and itsSubsidiaries on the date of this Agreement and any logical extensions orrelated ancillary businesses thereto (including business functions incidentalto such business).

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

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

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

“**Hazardous Materials**” means (a) anypetroleum or petroleum products, radioactive materials, asbestos in any formthat is friable, urea formaldehyde foam insulation, transformers or otherequipment that contains dielectric fluid containing levels of polychlorinatedbiphenyls, and radon gas, (b) any chemicals, materials or substancesdefined as or included in the definition of “hazardous substances”, “hazardouswaste”, “hazardous materials”, “extremely hazardous substances”, “restrictedhazardous waste”, “toxic 

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substances”,“toxic pollutants”, “contaminants”, or “pollutants”, or words of similarimport, under any applicable Environmental Law and (c) any other chemical,material or substance, the Release of which is prohibited, limited or regulatedby any governmental authority.

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

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

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

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

“**IFRS**” means international accounting standards within themeaning of IAS Regulation 1606/2002 to the extent applicable to the relevantfinancial statements as interpreted and applied as at the Sixth Amendment andRestatement Effective Date.

“**Increased Cost**”****means:

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

**(b)**                                  any additional or increased cost; or

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

whichis incurred or suffered by a Finance Party or any of its Affiliates to theextent that it is attributable to that Finance Party having agreed to makeavailable its Commitment or having funded or performed its obligations underany Finance Document.

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

“**Incremental Revolving Facility**”****means, subject to Clause 7 (*Uncommitted Incremental Facilities*), theuncommitted revolving credit facility as may be granted to the Borrowers (orany of them) pursuant to Clause 2.1(f) (*TheFacilities*).

“**Incremental Revolving Facility Commitment**”****means, in relation to an IncrementalRevolving Facility Lender at any time, and save as otherwise provided in thisAgreement, any commitment to make Utilisations provided by such IncrementalRevolving Facility Lender pursuant to Clause 7 (*Uncommitted Incremental Facilities*), in such amount asagreed to by 

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suchIncremental Revolving Facility Lender in the respective Incremental RevolvingFacility Commitment Agreement.

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

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

“**Incremental Term Facility**”****means, subject to Clause 7 (*Uncommitted Incremental Facilities*), theuncommitted term loan facility as may be granted to the Borrowers (or any ofthem) pursuant to Clause 2.1(g) (*The Facilities*).

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

“**Incremental Term Facility Commitment**”****means, in relation to a Lender at anytime, and save as otherwise provided in this Agreement, any commitment to makeIncremental Term Facility Advances provided by such Lender pursuant toClause 7 (*Uncommitted IncrementalFacilities*), in such amount as agreed to by such Lender in therespective Incremental Term Facility Commitment Agreement or as specified inthe Transfer Certificate pursuant to which such Lender becomes a party to thisAgreement.

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

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

“**Incremental Term Facility Maturity Date**”means, for any Tranche of Incremental Term Facility, the final maturity datespecified for such Tranche of Incremental Term Facility in the relevantIncremental Term Facility Commitment Agreement relating thereto, provided thatthe final maturity date for all Incremental Term Facility Advances of a givenTranche shall be the same date.

“**Incremental Term Facility Outstandings**”****means, at any time, the aggregateprincipal amount of the Incremental Term Facility Advances outstanding underthis Agreement.

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

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

“**Incremental Term Facility Utilisation Date**”shall mean, with respect to each Tranche of Incremental Term Facility, eachdate on which Incremental Term Facility Advances of such Tranche are incurredpursuant to Clause 4.2 (*Conditions toUtilisation of Incremental Term Facilit*y) and as otherwise permittedby Clause 7 (*Uncommitted IncrementalFacilities*).

 

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

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

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

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

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

**(e)**           allContingent Obligations of such person;

**(f)**                                 all obligations under any Hedging Agreement or OtherHedging Agreement or under any similar type of agreement provided that, the netmark to market value in respect of any Hedging Agreement or Other HedgingAgreement which qualifies for hedge accounting under IAS 39, other thancurrency swaps, forward foreign exchange transactions and other agreementspursuant to which foreign exchange risk is hedged, shall be deemed to be zero; and

**(g)**                              the amount of Permitted Receivables TransactionOutstandings from time to time.

Notwithstandinganything to the contrary contained above or elsewhere in this Agreement,Indebtedness shall not include preference shares or trade payables and accruedexpenses incurred by any person in accordance with customary practices and inthe ordinary course of business of such person.

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

“**Indemnifying Lender**”****has the meaning ascribed to that term inClause 5.1(b) (*Issue of DocumentaryCredits*).

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

“**Initial Borrowing Date**” means the datefalling on the first Utilisation of the Facilities.

“**Instructing Group**” means Lenders, the sumof whose Term Facility Outstandings (or, if prior to the occurrence of theUtilisations on the Initial Borrowing Date, whose Term Facility 

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Commitments),Incremental Revolving Facility Commitments, Incremental Term FacilityCommitments and Revolving Facility Commitments (or after the terminationthereof, the Incremental Revolving Facility Outstandings, the Incremental TermFacility Outstandings and the Revolving Facility Outstandings) as of any dateof determination represent greater than 50 per cent. of the sum of allTerm Facility Outstandings (or, if prior to the occurrence of the Utilisationson the Initial Borrowing Date, whose Term Facility Commitments) and the sum ofall Incremental Revolving Facility Commitments, Incremental Term Commitmentsand Revolving Facility Commitments of all Lenders at such time (or after thetermination thereof, the sum of the then total Incremental Revolving FacilityOutstandings, Incremental Term Facility Outstandings and Revolving FacilityOutstandings of all Lenders at such time).

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

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

“**Intercompany Existing Indebtedness**” meansthe list of Indebtedness existing on the Effective Date set out inSection B (*Intercompany ExistingIndebtedness*) of Part II of Schedule 10 (*Existing Indebtedness*).

“**Intercompany Loan**” means each intercompanyloan or advance between or among the Parent and its Subsidiaries or between oramong Subsidiaries of the Parent.

“**Intercreditor Deed**” means the intercreditordeed dated on or about the date of thisAgreement between the Parent, the Existing Borrower, the Agent, theSecurity Trustee, the Lenders, the Original Guarantors and certain otherparties.

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

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

“**Law**”****means:

**(a)**           commonor customary law;

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

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

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

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

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

“**Leaseholds**” of any person, means all theright, title and interest of such person as lessee or licensee in, to and underleases or licenses of land, improvements and/or fixtures.

“**Legal Opinions**”****means the legal opinions set out in paragraph 8 ofPart I of Schedule 3 (*Conditions Precedent toFirst Utilisation*).

“**Lender**”****meansan A Facility Lender, a D1 Facility Lender, a D2 Facility Lender, aRevolving Facility Lender, a Dollar Swingline Facility Lender, a Euro SwinglineFacility Lender, an Incremental Revolving Facility Lender or an IncrementalTerm Facility Lender, as the context may require and “**Lenders**” means all of them.

“**Lender Default**” means (i) a failure orrefusal (which has not been retracted) of a Lender to fund its portion of anyparticipating interest required to be purchased by such Lender pursuant toClause 6.6 (*Purchase of SwinglineParticipations*) or (ii) a Lender having notified in writing theParent, the Existing Borrower and/or the Agent that it does not intend tocomply with its obligations under Clause 6 (*Swingline Facilities*) in circumstances which would becontrary to the terms of this Agreement.

“**LIBOR**”****means, in relation to any amount owed byan Obligor under this Agreement in a currency other than euro on which interestfor a given period is to accrue:

**(a)**                                  the rate per annum which appears on theRelevant Page for such period at or about 11.00 a.m. on the Quotation Datefor such period; or

**(b)**                                  if no such rate is displayed and theAgent shall not have selected an alternative service on which such rate isdisplayed, the arithmetic mean (rounded upwards, if not already such amultiple, to the nearest 4 decimal places) of the rates (as notified to the Agent)at which each of the Reference Banks was offering to prime banks in the Londoninterbank market deposits in the relevant currency for such period at or about11.00 am on the Quotation Date for such period.

“**Lien**” means any mortgage, pledge,hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory orother), preference, priority or other security agreement of any 

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kindor nature whatsoever (including, without limitation, any conditional sale orother title retention agreement, any financing or similar statement or noticefiled under the UCC or any other similar recording or notice statute, and anylease having substantially the same effect as any of the foregoing).

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

“**Majority Lenders**” of (i) any Facility(other than the D1 Facility or the D2 Facility) means those Lenders which wouldconstitute the Instructing Group under, and as defined in, this Agreement ifall outstanding Facilities Obligations of the other Facilities under thisAgreement were repaid in full and all Commitments, if any, with respect theretowere terminated or (ii) the D1 Facility or the D2 Facility means those Lenderswhich would constitute the Instructing Group under, and as defined in, thisAgreement, if all outstanding Facilities Obligations of the other Facilitiesunder this Agreement (other than both of the D Facilities) were repaid infull and all commitments, if any, with respect thereto were terminated.

“**Margin Regulations**” means and shall includeeach of Regulation T, Regulation U and Regulation X.

“**Margin Stock**” shall have the meaningprovided in Regulation U.

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

“**Material Subsidiary**”means, at any time

**(a)**                                  a member of the Group:

**(i)**                                    organised under the laws of a QualifiedJurisdiction; and

**(ii)**                                whose revenues, consolidated EBITDA orassets (on a consolidated basis if it has Subsidiaries) represent at least5 per cent. of the revenues, Consolidated EBITDA or assets of the Group,

and all such Subsidiaries shall collectively representat least 662¤3 per cent. of consolidated revenues,the Consolidated EBITDA and consolidated assets of the Group, as determined byreference to the latest annual audited financial statements for the time beingof the Group delivered under paragraph (b) (*Annual Financial Statements*) of Clause 23.1 (*Information Covenants*), or, if the companyconcerned becomes a Subsidiary of the Parent after the end of the fiscal yearto which such annual audited financial statements of the Group relate, then thelatest financial statements of the Group delivered under paragraph (a) (*Quarterly Financial Statements*) of Clause 23.1 (*Information Covenants*) which include such company, but sothat a certificate of the auditors of the Group that a Subsidiary of the Parentis or is 

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

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

“**Member State**” means a member of theEuropean Community.

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

“**Multiemployer Plan**”means:

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

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

“**NecessaryAuthorisations**”****meansall Authorisations (including any competition and other clearances necessary inrelation to the Environmental Licences) of any person including any governmentor other regulatory authority required by applicable Law to enable it to:

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

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

**(c)**                                  carry on in all material respects itsbusiness from time to time.

“**Net Cash Proceeds**” means, of any event, thegross cash proceeds (including any cash received by way of deferred paymentpursuant to a promissory note, receivable or otherwise, but only as and whenreceived) received from such event, net of reasonable transaction costsreceived from any such event.

“**Net Sale Proceeds**” means, for any sale ofassets, the gross cash proceeds (including any cash received by way of deferredpayment pursuant to a promissory note, receivable or otherwise, but only as andwhen received) received from such sale of assets, net of (a) reasonabletransaction costs, (b) payments of unassumed liabilities relating to the assetssold at the time of, or within 90 days after, the date of such sale, (c)the amount of such gross cash proceeds required to be used to permanently repayany Indebtedness (other than Indebtedness of the Lenders pursuant to thisAgreement) which is secured by the respective assets which were sold, and (d)the estimated marginal increase in taxes which will be 

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payableby the Parent and its Subsidiaries with respect to the fiscal year in which thesale occurs as a result of such sale.

“**New****SeniorSubordinated Notes Purchase Agreement**” means that certain purchaseagreement, relating to the New Senior Subordinated Notes due 2015, among theParent, the Existing Borrower and Deutsche Bank Securities Inc, as same may beamended, modified or supplemented from time to time in accordance with therequirements of this Agreement.

“**New****SeniorSubordinated Note Documents**” means each New Senior Subordinated NoteIndenture,****New****Senior Subordinated Notes PurchaseAgreement, the New Senior Subordinated Notes and each other agreement, documentor instrument relating to any issuance of New Senior Subordinated Notes.

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

“**New Senior Subordinated Notes**” means theExisting Borrower’s New Senior Subordinated Notes, issued in accordance withthe requirements of the New Senior Subordinated Note Documents.  The term “New Senior Subordinated Notes”shall also include any “exchange notes” issued in respect of such outstandingNew Senior Subordinated Notes in accordance with the requirements of therelevant New Senior Subordinated Note Documents, so long as in respect ofoutstanding New Senior Subordinated Notes, such “exchange notes” aresubstantially identical to the New Senior Subordinated Notes in respect ofwhich same were issued and so long as the issuance of such “exchange notes”does not result in any increase to the principal amount of New SeniorSubordinated Notes outstanding.

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

“**Non-Consolidated Person**” means any person which is not aSubsidiary of the Parent but in which a member of the Group has an equityinterest.

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

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

“**Non-U.S. Pension Plan**”****means any plan, fund (including, withoutlimitation, any superannuation fund) or other similar program established ormaintained outside the United States of America by any member of the Group forthe benefit of employees of any member of the Group residing outside the UnitedStates of America, which plan, fund or other similar program provides, orresults in, retirement income, a deferral of income in contemplation ofretirement or payments to be made upon termination of employment, and whichplan is not subject to ERISA or the Code.

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

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

“**Obligors**”****means the Parent, the Borrowers, the Guarantors and any party (otherthan a Finance Party) to a Security Document and “**Obligor**” means any of them.

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

“**Optional Currency**”****means:

**(a)**                                  in relation to any D1 Facility Advanceand any Incremental Term Facility Advance, dollars; and

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

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

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

“**Original FinancialStatements**”****means:

**(a)**                                  in relation to the Parent, its auditedconsolidated financial statements for its financial year ending31 December 2002;

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

**(c)**                                  the Pro Forma Financial Statements.

“**Original Obligors**”****means the Parent, the Existing Borrowerand the Original Guarantors.

“**Other HedgingAgreement**” means:

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

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

“**Outstanding L/CAmount**”****means:

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

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

ineach case which has not been reimbursed or in respect of which cash cover hasnot been provided by or on behalf of a Borrower.

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

“**Paper Merchant Division**” means the formerpaper merchant division of the Group Business sold to PaperlinX Limitedpursuant to a sale and purchase agreement dated 8 September 2003 betweenthe Parent and PaperlinX Limited.

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

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

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

“**Parent Preference Shares C**” means, as atthe Effective Date, the 60,000 ordinary shares of €1.20 par value per share ofthe Parent.

“**Parent Preferred Stock**” means,collectively, the Parent Preference Shares A, the Parent Preference Shares Band, after the issuance thereof, any other Preferred Stock of the Parent.

“**Participating Member State**”****means any member of the European Communitythat at the relevant time has adopted the euro as its lawful currency inaccordance with EMU Legislation.

“**PBGC**” means the Pension Benefit GuarantyCorporation established pursuant to Section 4002 of ERISA, or anysuccessor thereto.

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

“**PermittedAcquisition**” means, subject to the Permitted Acquisition Conditions,

**(a)**           theAnton Acquisition ; and

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

**(i)**                                    assets constituting part of or an entirebusiness, division or product line of any person not already a Subsidiary ofthe Parent; or

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

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

“**PermittedAcquisition Conditions**” means, in relation to any PermittedAcquisition:

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

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

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

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

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**(e)**                                  at the date of the declaration of therespective Permitted Acquisition (and if such Permitted Acquisition isconsummated within 30 days of such declaration) the Borrowers shall haveAvailable Liquidity of at least €50,000,000;

**(f)**                                    the Existing Borrower in good faithdetermines that the Parent and its Subsidiaries taken as a whole are not likelyto assume or become liable for material increased contingent liabilities as aresult of such acquisition;

**(g)**                                 in the case of each Permitted Acquisitionwhere the aggregate consideration is in excess of €5,000,000 (or its equivalentin other currencies), the Parent delivers to the Agent at the time of theconsummation of the respective Permitted Acquisition an officer’s certificatein form, scope and substance reasonably satisfactory to the Agent certifyingthat the foregoing conditions have been satisfied and showing compliance withthe requirements of paragraphs (d) and (e) above;

**(h)**                                 no Default or Event of Default shallexist at the time of the consummation of the respective Permitted Acquisitionor immediately after giving effect thereto; and

**(i)****                                   **in the****case of each Permitted Acquisition where the aggregateconsideration is in excess of €175,000,000 (or its equivalent in othercurrencies), the Existing Borrower delivers to the Agent updated projections(from the last projections provided pursuant to this paragraph (i) or toClause 23.1(c) (*Projections*),whichever was provided later) prepared on a quarterly basis for the period fromthe date of such Permitted Acquisition until the expiry of the period to whichthe most recently delivered Projections refer, all prepared in a mannerconsistent with the Projections, and shall be in form, scope and substancereasonably satisfactory to the Agent acting reasonably and with at least thesame level of detail as provided in the Projections, on the next date followingthe closing of such Permitted Acquisition on which the Existing Borrower isrequired to provide financial statements to the Agent under Clause 23.1(a)or (b) (as the case may be).

providedthat the Parent or its Wholly-Owned Subsidiaries may consummate one or morePermitted Acquisitions in any fiscal year of the Parent without complying withparagraphs (d) and (e) above (and the officer’s certificate, if any, requiredto be delivered pursuant to paragraph (g) above shall not be required tocertify compliance with such conditions), so long as the aggregateconsideration paid for all Permitted Acquisitions effected pursuant to thisproviso during any fiscal year of the Parent does not exceed €15,000,000 (orits equivalent in other currencies).

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

“**Permitted Liens**” has the meaning ascribedto that term in Clause 26.1 (*Liens*).

“**Permitted Receivables Facility**” means (a)the  €800,000,000 Asset-Backed EuroMedium Term Note Programme entered into by Silver Funding Limited moreparticularly described in the Offering Circular dated 18 July 2002 (the “**SFL Programme**”), as may be amended from time to timeprovided that (i) the details of (and all documents relating to) suchamendments 

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havebeen fully disclosed to the Agent and the Lenders and (ii) such amendmentsare not materially adverse to the interests of the Finance Parties, or (b) suchother facility in form and substance similar to the aforesaid programme, andpursuant to which a Permitted Receivables Transaction is provided, providedthat (i) the details of (and all documents relating to) such other facilityhave been fully disclosed to the Agent and the Lenders and (ii) such otherfacility is materially no more adverse to the interests of the Finance Partiesthan the SFL Programme.

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

“**Permitted Receivables Transaction**” means,from time to time, a transaction (or series of transactions) evidenced by areceivables purchase agreement and related documentation entered into after theInitial Borrowing Date and providing for the sale, transfer or issue ofReceivables Facility Assets by one or more Receivables Sellers to one or moreReceivables Subsidiaries, and further providing for the sale or transfer ofReceivables Facility Assets by the Receivables Subsidiary to one or morepurchasers of interests therein, provided that (a) such agreement and thedocuments and instruments entered into in connection therewith have been fullydisclosed to the Agent and the Lenders, such agreement, documents andinstruments are (i) in form and substance reasonably satisfactory to the Agentand the Instructing Group’s Satisfaction, or (ii) in the case of a transactionin form and substance similar to the Permitted Receivables Transaction enteredinto pursuant to the SFL Programme (the “**SFL Transaction**”),materially no more adverse to the interests of the Finance Parties than the SFLTransaction, (b) the Parent shall have provided the Agent and the Lenders withnot less than 15 days’ prior notice of its intent to enter into suchreceivables purchase agreement and (c) 100 per cent. of the PermittedReceivables Transaction Proceeds received by the Parent or any of itsSubsidiaries shall be applied in accordance with paragraph (e) (*Permitted Receivables Transactions*) ofClause 13.1 (*Repayment from NetProceeds*).

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

“**Permitted Receivables Transaction Proceeds**”means all proceeds received by the Parent and its Subsidiaries (other thanReceivables Subsidiaries) from time to time as a result of sales or transfersof Receivables Facility Assets pursuant to one or more Permitted ReceivablesTransactions.

 

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“**PermittedRefinancing Indebtedness**” means any Indebtedness of the Parent orany of its Subsidiaries issued in exchange for, or the net proceeds of whichare used to extend, refinance, renew, replace, defease or refund (collectively,to “**Refinance**”):

**(a)**                                  Third Party Existing Indebtednessdescribed in Section A (*Third PartyExisting Indebtedness*) of Part II of Schedule 10 (*Existing Indebtedness*) (or previousrefinancings thereof constituting Permitted Refinancing Indebtedness);

**(b)**                                  outstanding Senior Subordinated Notes solong as the Permitted Refinancing Indebtedness shall be permitted to beoutstanding in accordance with the requirements of Clause 26.4(l) (*Indebtedness*);

**(c)**                                  outstanding New Senior Subordinated Notesso long as the Permitted Refinancing Indebtedness shall be permitted to beoutstanding in accordance with the requirements of Clause 26.4(r) (*Indebtedness*),

provided that:

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

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

**(iii)**                            in the case of Permitted SubordinatedIndebtedness, it shall be subordinated in right of payment to the FacilitiesObligations on terms at least as favorable to the Lenders as those contained inthe documentation governing the Indebtedness being extended, refinanced,renewed, replaced, defeased or refunded;

**(iv)**                               no Permitted Refinancing Indebtednessshall have different obligors, or greater guarantees or security, than theIndebtedness being Refinanced; and

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

“**PermittedSubordinated Indebtedness**” means:

**(a)**                                  the Senior Subordinated Notes;

**(b)**                                  the Senior Subordinated ConvertibleBonds;

**(c)**                                  the New Senior Subordinated Notes; and

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**(d)**                                  any general unsecured subordinated Indebtednessfor borrowed money incurred by any member of the Group after the InitialBorrowing Date, all of the terms and conditions of which and the documentationtherefor, shall be in form and substance reasonably satisfactory to the Agentand to the Instructing Group’s Satisfaction, provided, that in any event,unless the Instructing Group otherwise expressly consents in writing prior tothe incurrence thereof:

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

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

**(iii)**                            such Indebtedness shall havesubstantially the same (or, from the perspective of the Lenders, morefavorable) subordination provisions as are contained in the Senior SubordinatedNote Indenture and/or the New Senior Subordinated Notes and/or the SeniorSubordinated Convertible Bonds;

**(iv)**                               no such Indebtedness shall have anymaturity or required repayment (other than as a result of change of control orasset sale provisions approved by the Instructing Group) prior to the firstanniversary of the Final Maturity Date of the D Facility as same is in effecton the date of incurrence of such Indebtedness; and

**(v)**                                   Utilisations from time to time pursuantto this Agreement, in an aggregate outstanding amount at any time equal to thesum of the Term Facility Outstandings on the date of incurrence of suchPermitted Subordinated Indebtedness and in an amount equal to the totalRevolving Facility Commitments and total A Facility Commitments as then ineffect, shall be permitted without complying with any financial tests.

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

Theincurrence of Permitted Subordinated Indebtedness shall be deemed to be arepresentation and warranty by the Parent that all conditions thereto have beensatisfied in all material respects and that same is permitted in accordancewith the terms of this Agreement, which representation and warranty shall bedeemed to be a representation and warranty for all purposes hereunder,including, without limitation, Clauses 4.1 (*Conditions to Utilisation*), 4.2 (*Conditions to Utilisation of Incremental TermFacility*) and 6.2 (*GeneralConditions to Utilisation of Swingline Facility Advances*).

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

“**Plan**” means (i) any single-employer plan,as defined in Section 4001(a)(15) of ERISA, which is maintained orcontributed to by (or to which there is an obligation to contribute to 

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by),the Parent or a Subsidiary of the Parent or an ERISA Affiliate and that issubject to Title IV of ERISA and (ii) each such plan which, during the fiveyear period immediately following the latest date on which the Parent, aSubsidiary of the Parent or an ERISA Affiliate maintained, contributed to orhad an obligation to contribute to such plan, if, for purposes of this clause(ii), the Parent, any Subsidiary of the Parent or any ERISA Affiliate couldreasonably incur any liability under such plan.

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

“**Preferred Stock**” as applied to the sharecapital of any person, means share capital of such person (other than ordinaryshare capital of such person) of any class or classes (however designed) thatranks prior, as to the payment of dividends or as to the distribution of assetsupon any voluntary or involuntary liquidation, dissolution or winding up ofsuch person, to any other class of share capital of such person.

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

“**Pro Forma Basis**”means, as to any person, for any events which occur subsequent to thecommencement of a period for which the financial effect of such event is beingcalculated, and giving effect to the event for which such calculation is beingmade, such calculation as will give pro forma effect to such event as if samehad occurred at the beginning of such period of calculation, and:

**(a)**                                  for purposes of the foregoingcalculation, the transaction giving rise to the need to calculate the pro formaeffect to any of the following events shall be assumed to have occurred on thefirst day of the four consecutive fiscal quarter period last ended before theoccurrence of the respective event for which such pro forma effect is beingdetermined (the “**Reference Period**”);and

**(b)**                                  in making any determination with respectto the incurrence or assumption of any Indebtedness during the Reference Periodor subsequent to the Reference Period and on or prior to the date of thetransaction referenced in paragraph (a) above (the “**Transaction Date**”), (i) all Indebtedness(including Indebtedness incurred or assumed and for which the financial effectis being calculated, whether incurred under this Agreement or otherwise, butexcluding normal fluctuations in revolving indebtedness incurred for working capitalpurposes and not to finance any acquisition) incurred or permanently repaidduring the Reference Period shall be deemed to have been incurred or repaid atthe beginning of such period, (ii) Consolidated Interest Expense of such personattributable to interest or dividends on any Indebtedness, as the case may be,bearing floating interest rates should be computed on a pro forma basis as ifthe rate in effect on the Transaction Date had been the applicable rate for theentire period and (iii) Consolidated Interest Expense will be increased orreduced by the net cost (including amortisation of discount) or benefit (aftergiving effect to amortisation of discount) associated with the HedgingAgreements and the Other 

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Interest Hedging Agreements, which will remain ineffect for the twelve-month period after the Transaction Date and which shallhave the effect of fixing the interest rate on the date of computation; and

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

Allpro forma determinations required above shall be made, to the extent possible,in accordance with Regulation S-X.  Forpurposes of this definition, whenever pro forma effect is to be given to anyoccurrence or event, the pro forma calculation shall be determined in goodfaith by a responsible financial or accounting officer of the Parent.

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

“**Projections**” means the detailed projectedconsolidated financial statements of the Parent and its Subsidiaries aftergiving effect to the Transaction as delivered in accordance withparagraph (c) (*Projections*)of Clause 23.1 (*Information Covenants*).

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

“**Proportion**”****in relation to a Lender, means:

**(a)**                                  in relation to an Advance to be madeunder this Agreement, the proportion borne by such Lender’s AvailableCommitment in respect of the relevant Facility to the relevant AvailableFacility;

**(b)**                                  in relation to an Advance or Advancesoutstanding under this Agreement, the proportion borne by such Lender’s shareof the Euro Amount of such Advance or Advances to the total Euro Amountthereof;

**(c)**                                  if paragraph (a) above does notapply and there are no Outstandings, the proportion borne by the aggregate ofsuch Lender’s Available Commitment to the Available Facilities (or if theAvailable Facilities are then zero, by its Available Commitment to theAvailable Facilities immediately prior to their reduction to zero); and

**(d)**                                  if paragraph (b) above does notapply and there are any Outstandings, the proportion borne by such Lender’sshare of the Euro Amount of the Outstandings to the Euro Amount of all theOutstandings for the time being.

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

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

“**Qualified Jurisdictions**” means and includesthe United States, The Netherlands, England and Wales, Belgium, Luxembourg andAustralia, in each case including any states, provinces, other similar localunits therein or any additional jurisdictions so long as the Agent isreasonably satisfied with the respective jurisdiction requested to be soadded.  The parties hereto further agreethat, in the discretion of the Agent, as a condition to the addition of anyjurisdiction to the list of Qualified Jurisdictions, the Agent may (but shallnot be required to) request the consent of the Instructing Group to suchaddition and, in such event, the Agent shall be entitled to wait for suchconsent before adding the respective jurisdiction to the list of QualifiedJurisdictions.

“**Qualified Obligors**” means the Parent, theExisting Borrower and each other Obligor which is (a) a Material Subsidiary and(b) a Wholly-Owned Subsidiary of the Parent or a Borrower, organised under thelaws of a Qualified Jurisdiction, in each case which has acceded to theAgreement in accordance with Clause 27.1 (*Accessionof New Guarantors*) and executed the required Security Documents inaccordance with the requirements of Clause 25.7 (*Additional Security and Further Assurances*)provided that any Qualified Obligor shall cease to constitute the same at suchtime, if any, as such Obligor ceases to be a Wholly-Owned Subsidiary (otherthan the Parent) of the Parent or a Borrower or ceases to be a MaterialSubsidiary.

“**Qualified PreferredStock**” means any preferred stock of the Parent so long as the termsof any such preferred stock:

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

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

**(c)**                               do not contain any operating or financial maintenancecovenants;

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

**(e)**                               are otherwise reasonably satisfactory tothe Agent.

QualifiedPreferred Stock may only be exchangeable into Parent Common Stock or additionalQualified Preferred Stock.

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

**(a)**           inthe case of an Advance (other than a Swingline Advance):

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

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

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

providedthat if market practice differs in the Relevant Interbank Market for acurrency, the Quotation Date for that currency will be determined by the Agentin accordance with market practice in the Relevant Interbank Market (and ifquotations would normally be given by leading banks in the Relevant InterbankMarket on more than one day, the Quotation Date will be the last ofthose days).

“**Real Property**” of any person, means all theright, title and interest of such person in and to land, improvements andfixtures, including Leaseholds.

“**Receivables Facility Assets**” means allaccounts receivable of any Receivables Sellers (other than any ReceivablesSubsidiary) which are transferred to a Receivables Subsidiary pursuant to aPermitted Receivables Transaction, any assets directly related thereto and anynotes issued pursuant to a Permitted Receivables Transaction.

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

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

“**Receivables****Subsidiary**” means aWholly-Owned Subsidiary of the Parent which engages in no activities other thanin connection with the financing of accounts receivable and which is designated(as provided below) as a Receivables Subsidiary (a) no portion of theIndebtedness or any other obligations (contingent or otherwise) of which, (i)is guaranteed by the Parent or any other Subsidiary of the Parent (excludingguarantees of obligations (other than the principal 

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of, and interest on, Indebtedness) pursuant to StandardSecuritisation Undertakings), (ii) is recourse to or obligates the Parent orany other Subsidiary of the Parent in any way other than pursuant to StandardSecuritisation Undertakings, or (iii) subjects any property or asset of theParent or any other Subsidiary of the Parent, directly or indirectly,contingently or otherwise, to the satisfaction thereof, other than pursuant toStandard Securitisation Undertakings, (b) with which neither the Parent nor anyof its Subsidiaries has any contract, agreement, arrangement or understanding(other than pursuant to the Permitted Receivables Facility Documents (includingwith respect to fees payable in the ordinary course of business in connectionwith the servicing of accounts receivable and related assets)) on terms less favourableto the Parent or such Subsidiary than those that might be obtained at the timefrom persons that are not Affiliates of the Parent and (c) to which neither theParent nor any other Subsidiary of the Parent has any obligation to maintain orpreserve such entity’s financial condition or cause such entity to achievecertain levels of operating results, other than, up to a maximum aggregateamount of €25,000,000, for credit enhancement purposes pursuant to PermittedReceivables Facility Documentation.  Anysuch designation shall be evidenced to the Agent by filing with the Agent anofficer’s certificate of the Parent certifying that, to the best of suchofficer’s knowledge and belief after consultation with counsel, suchdesignation complied with the foregoing conditions.

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

“**Reference Banks**”****means the principal London offices of Deutsche Bank AG, ABNAMRO Bank N.V., ING Bank N.V. and Coöperative CentraleRaiffeisen-Boerenleenbank B.A. or such other bank or banks as may be appointedas such by the Agent after consultation with the Parent.

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

“**Refinance**” has the meaning ascribed to thatterm in the definition of “**Permitted RefinancingIndebtedness**” and “**Refinancings**”,“**Refinances**” and “**Refinanced**” shall be construed accordingly.

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

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

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

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

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

“**Relevant Interbank Market**”****means, in relation to euro, the Europeaninterbank market and, in relation to any Optional Currency, the Londoninterbank market.

“**Relevant InterbankRate**” means:

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

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

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

**(d)****                                 **in relation to a Dollar SwinglineFacility Advance, Federal Funds Rate.

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

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

“**Repayment Date**”means:

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

**(b)**                                  in respect of the Term FacilityOutstandings, each of the A Facility Repayment Dates, the D FacilitiesRepayment Dates; and

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

providedthat if any such day is not a Business Day in the relevant jurisdictionfor payment, the Repayment Date will be the next succeeding Business Day in thethen current calendar month (if there is one) or the preceding Business Day (ifthere is not).

“**Repeating Representations**” means therepresentations and warranties set out in Clauses 22.1 (*Due Organisation*), 22.4 (*No Immunity*), 22.5 (*Governing Law and Judgments*), 22.6 (*All Actions Taken*), 22.8 (*Binding Obligations*), 22.9 (*No Winding-up*), 22.11 (*No**MaterialProceedings*), in relation to circumstances as at the date of theInformation Memorandum, 22.15 (*InformationMemorandum*), 22.16 (*Projections*),22.17 (*Indebtedness*

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*and Liens*), 22.19 (*Power andAuthority*), paragraph (b) of Clause 22.20 (*Structure*), 22.23 (*Intellectual Property*), 22.24 (*Ownership of Assets*), 22.28 (*Security*), 22.29 (*Investment Company Act*), 22.30 (*Margin Stock*), 22.31 (*Public Utility Holding Company Act*) and22.35 (*Benefits of Subordination Provisions*).

“**Replaced Lender**” has the meaning ascribedto that term in Clause 21.1 (*Replacementof Lenders*).

“**Replacement Lender**” has the meaningascribed to that term in Clause 21.1 (*Replacementof Lenders*).

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

“**Reporting Company**” means a company requiredto file Form 10-K Reports and Form 10-Q Reports under the SecuritiesExchange Act.

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

“**Revolving Facility**”****means the revolving loan facility(including the documentary credit facility and, where appropriate, theSwingline Facility) granted to the Borrowers (or any of them) pursuant toClause 2.1(a) (*The Facilities*).

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

“**Revolving Facility Commitment**”****means, in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part I of Schedule 1 (*Lenders and Commitments*) (as the same may be increased fromtime to time pursuant to Clause 7.2 (*IncrementalRevolving Facility*)), oras specified in the Transfer Certificate pursuant to which such Lender becomesa party to this Agreement.

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

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

**(b)**                                  has become a party to this Agreement inaccordance with the provisions of Clause 39 (*Assignmentsand Transfers*),

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

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

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“**Revolving Facility Outstandings**”****means, at any time, the aggregateoutstanding amount of each Revolving Facility Advance and of each OutstandingL/C Amount.

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

“**S&P**” means Standard & Poor’sRatings Group.

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

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

**(b)**                                  if there is an intercompany bank balanceas described in paragraph (a) above, same shall be converted into CashEquivalents by the repayment of same (which payment may, but shall not berequired to be, made with proceeds of Revolving Facility Advances drawnhereunder in accordance with the terms and conditions hereof); and

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

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

“**Scheduled Repayment Dates**” means, inrelation to the Term Facilities, the A Facility Repayment Dates, the DFacilities Repayment Dates and the Incremental Term Facility Repayment Dates.

“**SEC**” means the Securities ExchangeCommission or successors thereof.

“**Secured Obligations**” means all present andfuture liabilities (whether actual or contingent and whether owed jointly orseverally or in any capacity whatsoever) of the Obligors (or any one or more ofthem) to the Finance Parties (or any one or more of them) under or inconnection with any of them under any or all of the Finance Documents, togetherwith all costs, charges and expenses incurred by any Finance Party inconnection with the protection, preservation or enforcement of its rights underthe Finance Documents provided that no such 

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obligationor liability shall be included in the definition of “Secured Obligations” tothe extent that, if it were so included, the Security (or any part thereof)created by any provision of the Security Documents would be unlawful orprohibited by any applicable law.

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

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

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

“**Security Documents**”****means:

**(a)**                                  each of the documents listed inPart III of Schedule 3 (*SecurityDocuments*) and the Additional Security Documents;

**(b)**                                  any other document (executed at any time)conferring or evidencing any Lien, guarantee or other assurance againstfinancial loss for, or in respect of, any of the obligations of the Obligorsunder this Agreement; and

**(c)**                                  any other document executed at any timepursuant to any covenant in any of the Security Documents referred to inparagraph (a) or (b) above.

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

“**Senior Indebtedness**” means, in relation toany member of the Group at any time, the aggregate amount of Indebtednessincurred in connection with the Finance Documents and the Permitted ReceivablesTransactions.

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

“**Senior Subordinated Convertible Bond Documents**”means the Senior Subordinated Convertible Bond Agency Agreement, the SeniorSubordinated Convertible Bonds Subscription Agreement, the Senior SubordinatedConvertible Bond Offering Circular, the Senior Subordinated Convertible Bondsand each other agreement, document or instrument relating to any issuance ofSenior Subordinated Convertible Bonds.

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

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

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“**Senior Subordinated Convertible Bonds SubscriptionAgreement**” means that certain Subscription Agreement dated14 November 2003, relating to the 2 per cent. Guaranteed SubordinatedConvertible Bonds due 2010 described therein, among the Parent, Deutsche BankAG, London Branch and ABN AMRO Rothschild as joint lead managers, as same maybe amended, modified or supplemented from time to time in accordance with therequirements of this Agreement.

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

“**Senior Subordinated Note Documents**” meanseach Senior Subordinated Note Indenture,****SeniorSubordinated Notes Purchase Agreement, the Senior Subordinated Notes and eachother agreement, document or instrument relating to any issuance of SeniorSubordinated Notes.

“**Senior Subordinated Note Indenture**” meansany Indenture entered into with respect to Senior Subordinated Notes issuedfrom time to time by the Existing Borrower, provided that any Indenturerelating to any Senior Subordinated Notes constituting Permitted RefinancingIndebtedness shall meet the requirements contained in the definition ofPermitted Refinancing Indebtedness.

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

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

“**Shares**”****meansthe ordinary share capital of the Parent.

“**Sharing Event**”means:

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

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**(b)**                                       the declaration of the termination of any RevolvingFacility Commitments, or the acceleration of the maturity of any Advances, in eachcase pursuant to Clause 28.16 (*Acceleration*);or

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

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

“**Sixth Amendmentand Restatement Effective Date**” has the meaning ascribed to thatterm in the Sixth Amendment Agreement.

“**Standard Securitisation Undertakings**” meansrepresentations, warranties, covenants and indemnities entered into by theParent or any Subsidiary thereof in connection with a Permitted ReceivablesTransaction which are reasonably customary in an accounts receivabletransaction.

“**Start Date**” has the meaning ascribed tothat term in the definition of “**ApplicableMargin**”.

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

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

“**Stichting B**” means Stichting van PreferenteAandelen Buhrmann N.V. and its successors.

“**Stichting B Continuing Director**” means amember of the executive committee of Stichting B on the Initial Borrowing Dateor who became a member of such executive committee subsequent to the InitialBorrowing Date and who was appointed by a majority of the Stichting BContinuing Directors then on the executive committee of Stichting B.

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

“**Supermajority Lenders**” of (i) any Facility(other than the D1 Facility or the D2 Facility) means those Lenders which wouldconstitute the Instructing Group under, and as defined in, this Agreement if(x) all outstanding Facilities Obligations of the other Facilities under thisAgreement were repaid in full and all Commitments, if any, with respect theretowere terminated and (y) the percentage “50%” contained therein were changed to “662¤3%” or 

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(ii) theD1 Facility or the D2 Facility means those Lenders which would constitute theInstructing Group under, and as defined in, this Agreement if (x) alloutstanding Facilities Obligations of the other Facilities under this Agreement(other than both of the D Facilities) were repaid in full and all Commitments,if any, with respect thereto were terminated and (y) the percentage “50%”contained therein were changed to “662¤3%”.

“**Swingline Facility**” means the swinglinefacility forming part of the Revolving Facility and granted to the ExistingBorrower pursuant to Clause 2.1(b) (*TheFacilities*).

“**Swingline Facility Advance**” means a DollarSwingline Facility Advance or a Euro Swingline Facility Advance, as the contextmay require.

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

“**Swingline FacilityLender**”****means a personwhich:

**(a)**           isnamed in Section B of Part I of Schedule 1 (*Lenders andCommitments*); or

**(b)**                                  has become a party to this Agreement inaccordance with the provisions of Clause 39 (*Assignmentsand Transfers*),

whichin each case includes any affiliate designated by such Swingline FacilityLender to act as such with respect to all or any part of the Swingline FacilityAdvances and which has not ceased to be a party to this Agreement in accordancewith the terms of this Agreement and “**SwinglineFacility Lenders**” means all of them.

“**Swingline Facility Outstandings**” means theDollar Swingline Facility Outstandings and the Euro Swingline FacilityOutstandings.

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

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

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

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

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

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

“**Tax Sharing Agreements**” means all taxsharing, tax allocation and other similar agreements entered into by the Parentor any of its Subsidiaries.

“**Term**”****means:

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

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

“**Term Facilities**”****means the A Facility, the D Facilities and, subject toClause 7 (*Uncommitted IncrementalFacilities*), the Incremental Term Facility and “**Term Facility**” means any of them as thecontext may require from time to time.

“**Term Facility Advance**”****means any A Facility Advance, D FacilityAdvance and, subject to Clause 7 (*UncommittedIncremental Facilities*), Incremental Term Facility Advance and “**Term Facility Advances**” shall be construedaccordingly.

“**Term Facility Commitments**” means, at anytime, the aggregate of the A Facility Commitments, the D Facility Commitmentsand, subject to Clause 7 (*UncommittedIncremental Facilities*), the Incremental Term Facility Commitments.

“**Term Facility Outstandings**”****means, at any time, the aggregate of the AFacility Outstandings, the D Facility Outstandings and, subject toClause 7 (*Uncommitted IncrementalFacilities*), the Incremental Term Facility Outstandings.

“**Termination Date**”****means:

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

**(b)**                                  in relation to each Term Facility (otherthan the D1 Facility, the D2 Facility and the Incremental Term Facility), theearlier of the day which is:

**(i)**                                    31 January 2004; and

**(ii)**                                the first Business Day on which theAvailable Commitment of each of the Lenders in respect of the relevant TermFacility is zero;

**(c)****                                 **in relation to the D1 Facility(other than in relation to the Anton Acquisition Funds) and theD2 Facility, the earlier of the day which is:

**(i)****                                   **2 December 2005; and

**(ii)****                               **the Fifth Amendment and RestatementEffective Date;

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** **

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

**(e)**                                  in relation to any Tranche of theIncremental Term Facility, the last date by which Incremental Term FacilityAdvances under such Tranche may be incurred under this Agreement, which dateshall be set out in the relevant Incremental Term Facility Commitment Agreementbut no later than the earlier of (i) 30 September 2010 and (ii) theFinal Maturity Date of the D Facilities.

“**Termination Event**” means, with respect to aPlan which is subject to Title IV of ERISA, (a) a Reportable Event, (b) thewithdrawal of the Parent, any Subsidiary of the Parent or any ERISA Affiliatefrom such Plan during a plan year in which the Parent, any Subsidiary of theParent or any ERISA Affiliate was a “substantial employer” as defined inSection 4001(a)(2) of ERISA or was deemed such under Section 4062(e)of ERISA, (c) the termination of such Plan, the filing of a notice of intent toterminate such Plan or the treatment of an amendment of such Plan as a terminationunder Section 4041 of ERISA (other than a standard termination underSection 4041(b) of ERISA), (d) the institution by the PBGC of proceedingsto terminate such Plan or (e) any event or condition which might constitutegrounds under Section 4042 of ERISA for the termination of, or appointmentof a trustee to administer, such Plan.

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

“**Third Party Existing Indebtedness**” meansthe list of Indebtedness existing on the Effective Date set out inSection A (*Third Party ExistingIndebtedness*) of Part II of Schedule 10 (*Existing Indebtedness*).

“**Tranche**” means the Revolving Facility, theA Facility, the D1 Facility and the D2 Facility utilised in makingAdvances.  In addition, andnotwithstanding the foregoing, any Incremental Term Facility Advances extendedafter the Syndication Date shall, to the extent provided in Clause 7.1(c)(*Constitution of each Tranche of IncrementalTerm Facility*), be made pursuant to one or more additional Trancheswhich shall be designated pursuant to the respective Incremental Term FacilityCommitment Agreement in accordance with the relevant requirements specified inClause 7.1(c) (*Constitution of eachTranche of Incremental Term Facility*).

“**Transaction**” means the entering into of theFinance Documents and the incurrence of the Outstandings and the payment of allfees and expenses in connection with the foregoing.

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

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

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

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

“**Trust Property**”means:

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

**(b)**                                  any security interest from time to timeconstituted by or pursuant to or evidenced by any Security Document to whichthe Security Trustee is a party;

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

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

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

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

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

“**Unavailable Revolving Facility Amount**”means such amount from time to time not applied in accordance with (A), (B)and/or (C) as referred to in paragraph (b) (*Asset Sale*) of Clause 13.1 (*Repayment from Net Proceeds*) pending application during any360 day period referred to therein.

“**Unfunded Current Liability**” of any Plan,means the amount, if any, by which the actuarial present value of the accumulatedplan benefits under the Plan, as of the close of its most recent plan year,determined in accordance with Statement of Financial Accounting StandardsNo. 87 and based upon the actuarial assumptions used by the Plan’s actuaryin the most recent annual valuation of the Plan, exceeds the fair market valueof the assets thereof, determined in accordance with Section 412 of theCode, allocable to such liabilities under Title IV of ERISA (excluding anyaccrued but unpaid contributions).

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

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

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

“**U.S. Person**” shall mean any personorganised under the laws of the United States or any state or territorythereof.

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

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

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

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

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

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

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

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

“**Wholly-Owned Subsidiary**” means, as to anyperson, (a) any corporation 100 per cent. of whose share capital (otherthan directors’ qualifying shares and other nominal amounts of shares requiredby applicable law to be held by persons (other than directors)) is at the time 

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ownedby such person and/or one or more Wholly-Owned Subsidiaries of such person and(b) any partnership, limited liability company, association, joint ventureor other entity in which such person and/or one or more Wholly-OwnedSubsidiaries of such person has a 100 per cent. Equity Interest at suchtime.

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

## **1.2****                               AccountingExpressions**

Allaccounting expressions which are not otherwise defined in this Agreement shallbe construed in accordance with GAAP.

## **1.3****                               Construction**

Unlessa contrary indication appears, any reference in this Agreement to:

the“**Agent**”,an “**Arranger**”,the “**SecurityTrustee**”, a “**Hedge Counterparty**”, the “**L/C Bank**”,an “**A Facility Lender**”, a “**D1 Facility Lender**”, a “**D2 Facility Lender**”, a “**Revolving Facility Lender**”, a “**Dollar Swingline Facility Lender**”, a “**Euro Swingline Facility Lender**”, an “**Incremental RevolvingFacility Lender**”, or an**IncrementalTerm Facility Lender**” shall be construed so as to include theirrespective and any subsequent successors, Transferees and permitted assigns inaccordance with their respective interests;

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

“**continuing**”****in relation to an Event of Default or a Default shall beconstrued as meaning that (a) the circumstances constituting such Event ofDefault or Default continue and (b) neither the Agent (being dulyauthorised to do so) nor the Lenders have waived such of its or their rightsunder this Agreement as arise as a result of that event;

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

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

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

“**month**”****isa reference to a period starting on one day in a calendar month and endingon the numerically corresponding day in the next succeeding calendar monthsave that, where any such period would otherwise end on a day which is nota Business Day, it shall end on the next succeeding Business Day, unlessthat day falls in the calendar month succeeding that in which it wouldotherwise have ended, in which case it shall end on the immediately 

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precedingBusiness Day provided that, if a period starts on the last Business Day in acalendar month or if there is no numerically corresponding day in themonth in which that period ends, that period shall end on the last Business Dayin that later month (and references to “**months**”shall be construed accordingly);

a“**person**” shall be construed as areference to any person, firm, company, corporation, government, state oragency of a state or any association or partnership (whether or not havingseparate legal personality) of two or more of the foregoing;

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

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

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

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

## **1.4****                               Currency**

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

## **1.5****                               Statutes**

Anyreference in this Agreement to a statute or a statutory provision (includingany reference to the Board of Governors of the Federal Reserve System of theUnited States) shall, save where a contrary intention is specified, beconstrued as a reference to such statute or statutory provision as the sameshall have been, or may be, amended or re-enacted.

## **1.6****                               Time**

Anyreference in this Agreement to a time shall, unless otherwise specified, beconstrued as a reference to London time.

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## **1.7****                               Referencesto Agreements**

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

### **(a)****                                 **suchagreement or document as amended, varied, novated, supplemented, extended,renewed, refinanced or replaced from time to time;

### **(b)****                                 **anyother agreement or document whereby such agreement or document is so amended,varied, supplemented or novated; and

### **(c)****                                 **anyother agreement or document entered into pursuant to or in accordance with anysuch agreement or document.

## **1.8****                               DocumentaryCredits**

Any reference in this Agreement to:

### **(a)****                                 **anamount borrowed includes any amount utilised by way of Documentary Credit;

### **(b)****                                 **aLender funding its participation in a Utilisation includes an IndemnifyingLender participating in a Documentary Credit;

### **(c)****                                 **amountsoutstanding under this Agreement include amounts outstanding under, or inrelation to, any Documentary Credit;

### **(d)****                                 **anoutstanding amount of a Documentary Credit at any time is the maximum amountthat is or may be payable by a Borrower in respect of that Documentary Creditat that time;

### **(e)****                                 **aBorrower “**repaying**” a Documentary Credit means:

#### **(i)****                                   **thatBorrower providing cash cover for that Documentary Credit;

#### **(ii)****                               **themaximum amount payable under the Documentary Credit being reduced in accordancewith its terms; or

#### **(iii)****                           **theL/C Bank being satisfied that it has no further liability under thatDocumentary Credit,

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

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

#### **(i)****                                   **theaccount is with the Agent (if the cash cover is to be provided for all theIndemnifying Lenders) or with an Indemnifying Lender or the L/C Bank (if 

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####  

#### the cash coveris to be provided for that Indemnifying Lender or the L/C Bank, as the case maybe);

#### **(ii)****                               **withdrawalsfrom the account may only be made to pay a Finance Party amounts due andpayable to it under this Agreement in respect of that Documentary Credit untilno amount is or may be outstanding under that Documentary Credit; and

#### **(iii)****                           **thatBorrower has executed a security document over that account, in form andsubstance satisfactory to the Agent or the Finance Party with which thataccount is held, creating a first ranking security interest over that account,

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

# **2.****                                      THEFACILITIES**

## **2.1****                               TheFacilities**

### **(a)****                                 **TheRevolving Facility Lenders grant to the Borrowers, upon the terms and subjectto the conditions of this Agreement, a revolving loan facility in a maximumaggregate amount of €255,000,000 (the “**Revolving Facility**”)or its equivalent from time to time in Optional Currencies.

### **(b)****                                 **TheSwingline Facility Lenders grant to the Borrowers, upon the terms and subjectto the conditions of this Agreement, a swingline facility (being part of theRevolving Facility) in a maximum aggregate Euro Amount of €85,000,000 (the “**Swingline Facility**”).

### **(c)****                                 **TheA Facility Lenders grant to the Existing Borrower upon the terms and subject tothe conditions of this Agreement, a term loan facility in a maximum aggregateamount of €120,000,000 (the “**A Facility**”).

### **(d)****                                 **TheD1 Facility Lenders grant to the Existing Borrower upon the terms and subjectto the conditions of this Agreement, a term loan facility in a maximumaggregate amount of €305,000,000 plus the amount of Anton Acquisition Funds(the “**D****1 Facility**”)or its equivalent from time to time in Optional Currencies (it being agreedthat the equivalent in dollars on the Initial Borrowing Date is an amount equalto $380,000,000).

### **(e)****                                 **TheD2 Facility Lenders grant to the Existing Borrower upon the terms and subjectto the conditions of this Agreement, a term loan facility in a maximumaggregate amount of €50,000,000, (the “**D2Facility**”).

### **(f)****                                   **TheIncremental Revolving Facility Lenders grant to the Borrowers upon the termsand subject to the conditions of this Agreement (including, without limitation,Clause 7 (*Uncommitted IncrementalFacilities*), and relevant Incremental Revolving Facility CommitmentAgreements, a revolving loan facility in a maximum aggregate amount of€65,000,000 (the “**Incremental RevolvingFacility**”) or its equivalent from time to time in OptionalCurrencies.

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### **(g)****                                **TheIncremental Term Facility Lenders grant to the Borrowers upon the terms andsubject to the conditions of this Agreement (including, without limitation,Clause 7 (*Uncommitted IncrementalFacilities*)), and relevant Incremental Term Facility CommitmentAgreements, a term loan facility in a maximum aggregate amount equal to theeuro equivalent of $500,000,000 (excluding all amounts borrowed prior to theFifth Amendment and Restatement Effective Date) (the “**IncrementalTerm Facility**”) or its equivalent from time to time in OptionalCurrencies.

## **2.2****                               Purpose**

### **(a)****                                 **TheA Facility and the D Facilities (excluding the Anton Acquisition Funds) areintended to finance, in whole, the Existing Credit Agreement, including, ineach case, any fees and expenses in relation thereto.  The Anton Acquisitions Funds are intended tofinance the consideration payable in relation to the Anton Acquisitionincluding any fees and expenses in relation thereto, and the general corporatepurposes of the Group.

### **(b)****                                 **TheRevolving Facility and the Incremental Revolving Facility are intended tofinance the general working capital requirements and the general corporatepurposes of the Group and may be utilised by way of Revolving Facility Advancesor Documentary Credits.

### **(c)****                                 **TheSwingline Facility is intended to finance the general working capitalrequirements and general corporate purposes of the Group.

### **(d)****                                 **TheIncremental Term Facility is intended to finance Permitted Acquisitions and theredemption or repurchase of the Senior Subordinated Notes or New SeniorSubordinated Notes (including, without limitation, any related redemption orrepurchase fees).

### **(e)****                                 **TheBorrowers shall apply all amounts borrowed under this Agreement in or towardssatisfaction of the purposes referred to in paragraphs (a), (b), (c) and (d) ofthis Clause 2.2 and none of the Finance Parties shall be obliged toconcern themselves with such application.

## **2.3****                               SeveralObligations**

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

## **2.4****                               SeveralRights**

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

 

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# **3.****                                      CONDITIONS**

## **3.1****                               ConditionsPrecedent**

Theobligations of the Finance Parties under this Agreement shall be conditionalupon the Agent having confirmed to the Parent that it has received thedocuments listed in Part I of Schedule 3 (*ConditionsPrecedent to First Utilisation*) and that each is satisfactory, inform and substance, to the Agent acting reasonably.  The Agent shall notify the Parent and theLenders promptly upon being so satisfied.

## **3.2****                               ConditionsSubsequent**

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

### **(a)****                                 **assoon as practicable after the Initial Borrowing Date under this Agreement andin any event by no later than 31 January 2004 there shall have beendelivered to the Agent each of the documents listed in Section A of Part IVof Schedule 3 (*Conditions SubsequentDocuments*); and

### **(b)****                                 **within3 months after the Initial Borrowing Date there shall have been delivered tothe Agent each of the documents listed in Section B of Part IV ofSchedule 3 (*Conditions Subsequent Documents*),

eachin form and substance satisfactory to the Agent.  The Agent shall notify the Parent and theLenders promptly upon being so satisfied.

# **4.****                                      UTILISATION**

## **4.1****                               Conditionsto Utilisation**

Saveas otherwise provided in this Agreement, an Advance (other than a SwinglineFacility Advance or an Incremental Term Facility Advance) will be made by theLenders to a Borrower or a Documentary Credit will be issued by an L/C Bank ata Borrower’s request if:

### **(a)****                                 **theAgent has received from the relevant Borrower a duly completed UtilisationRequest stating whether the proposed Utilisation is to be by way of Advance orDocumentary Credit not later than 9.30 a.m. on a day which is:

#### **(i)****                                   **nomore than 10 nor less than 2 Business Days prior to the proposed UtilisationDate for such Advance; or

#### **(ii)****                               **nomore than 10 nor less than 4 Business Days prior to the proposed UtilisationDate for such Documentary Credit,

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

### **(b)****                                 **theproposed Utilisation Date is a Business Day for the proposed currency of theAdvance or Documentary Credit, as the case may be, which is or precedes therelevant Termination Date;

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### **(c)****                                 **inthe case of a Utilisation by way of an A Facility Advance, the proposed EuroAmount of such Advance is equal to €120,000,000;

### **(d)****                                 **inthe case of a Utilisation by way of a D1 Facility Advance prior to the SixthAmendment and Restatement Effective Date, the proposed Euro Amount of suchAdvance is equal to €305,000,000 (it being agreed that the equivalent indollars is an amount equal to $380,000,000);

### **(e)****                                 **inthe case of the Utilisation by way of D1 Facility Advance in relation to theAnton Acquisition Funds, the proposed amount of such Advance is equal to thetotal amount of the relevant Anton Acquisition Funds;

### **(f)****                                   **inthe case of a Utilisation by way of a D2 Facility Advance the proposed EuroAmount of such Advance is equal to €50,000,000;

### **(g)****                                **inthe case of a Utilisation by way of a Revolving Facility Advance, the proposedEuro Amount of such Advance is (i) equal to the amount of the correspondingAvailable Revolving Facility (minus the Unavailable Revolving Facility Amount(if any)) or (ii) less than such amount but equal to, or an integral multipleof, €1,000,000;

### **(h)****                                **inthe case of a Utilisation by way of Documentary Credit, the proposed EuroAmount of such Documentary Credit is equal to or less than the amount of theAvailable Revolving Facility (minus the Unavailable Revolving Facility Amount(if any));

### **(i)****                                   **inthe case of a Utilisation by way of a Revolving Facility Advance, (i) at anytime prior to the Syndication Date, immediately after the making of suchAdvance there will be no more than 3 Revolving Facility Advances outstandingand (ii) at any time after the Syndication Date, immediately after the makingof such Advance there will be no more than 10 Revolving Facility Advances (forthe avoidance of doubt not including any Swingline Facility Advances)outstanding;

### **(j)****                                   **inthe case of a Utilisation by way of a Documentary Credit, the proposed Term ofthe Documentary Credit is a period not exceeding 364 days, ending on orbefore the Termination Date in respect of the Revolving Facility;

### **(k)****                               **inthe case of a Utilisation by way of a Revolving Facility Advance, the proposedTerm of such Revolving Facility Advance is a period of one week, two weeks, or1, 2, 3 or 6 months or such other period as the Agent may agree, and ends on orbefore the Final Maturity Date of the Revolving Facility provided that, save asthe Agent may otherwise agree, prior to the Syndication Date the Term of eachRevolving Facility Advance shall be 1 week or 1 month (or, such duration as isnecessary to ensure that such Term ends on the Syndication Date);

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

### **(m)****                             **in the case of a Utilisation by wayof a Documentary Credit, the L/C Bank and the Agent have each approved theterms of such Documentary Credit (which, unless the Agent and the L/C Bankotherwise agree in writing, shall be in such form customarily 

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###  

### used by theL/C Bank or in such other form as has been approved by the L/C Bank and shallspecify the purpose of its issue, the name and address of the Beneficiary ofit, the Beneficiary’s receiving bank account and its Expiry Date);

### **(n)****                                **inthe case of any Utilisation:

#### **(i)****                                   **inthe case of a Rollover Advance or a Documentary Credit which is being renewedpursuant to Clause 5.2 (*Renewal ofDocumentary Credits*), no Event of Default is continuing or wouldresult from the proposed Rollover Advance or the renewal of that DocumentaryCredit and, in the case of any other Utilisation, no Default is continuing orwould result from the proposed Utilisation; and

#### **(ii)****                               **savein the case of a Rollover Advance, the Repeating Representations made by eachObligor are true and correct in all material respects on the relevantUtilisation Date by reference to the circumstances then existing; and

### **(o)****                                 **inrelation to the first Utilisation requested under this Agreement, the Agent isreasonably satisfied that the Parent will comply with its obligations underClause 3.2 (*Conditions Subsequent*).

## **4.2****                               Conditionsto Utilisation of Incremental Term Facility**

### **(a)****                                 ****Conditions to Incremental Term Facility Commitments:** Subjectto and upon the terms and conditions set forth in Clause 7 (*Uncommitted Incremental Facilities*) andthe relevant Incremental Term Facility Commitment Agreement, each Lender withan Incremental Term Facility Commitment for a given Tranche of Incremental TermFacility Advances severally agrees, at any time and from time to time on andafter the date that such Incremental Term Facility Commitment is obtainedpursuant to Clause 7 (*UncommittedIncremental Facilities*) and prior to the relevant Termination Date forsuch Tranche of Incremental Term Facility Advances, to make a term loan or termloans (each an “**Incremental Term Facility Advance**”and, collectively, the “**Incremental Term FacilityAdvances**”) to the relevant Borrower for such Tranche.  Such Incremental Term Facility Advances:

#### **(i)****                                   **shallbe incurred on an Incremental Term Facility Utilisation Date;

#### **(ii)****                               **shallbe denominated in the Applicable Currency for such Tranche of Incremental TermFacility Advances;

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

#### **(iv)****                              **shallnot exceed for any such Incremental Term Facility Lender at the time of anyincurrence thereof, that aggregate principal amount which equals theIncremental Term Facility Commitment of such Incremental Term Facility Lenderfor such Tranche at such time (before giving effect to any reduction thereof atsuch time pursuant to paragraph (c) of this Clause 4.2).

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

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

#### **(ii)****                               **theIncremental Term Facility Utilisation Date;

#### **(iii)****                           **inthe case of an Alternate Currency Incremental Term Facility Advance, theOptional Currency; and

#### **(iv)****                              **whethersuch Advance constitutes part of the D Facilities or Incremental Term Facility,

receipt of which shall oblige such Borrower to borrowthe amount requested on the date stated upon the terms and subject to theconditions contained in this Agreement and the relevant Incremental TermFacility Commitment Agreement.

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

### **(d)****                                 ****Application of Reduction of Incremental Term Facility Commitment:**Each reduction to, and/or termination of the total Incremental Term FacilityCommitment under a given Tranche pursuant to this Clause 4.2 shall beapplied proportionately and permanently to reduce, and/or terminate theIncremental Term Facility Commitment of each Lender with such a Commitmentunder such Tranche provided that any mandatory reduction to the IncrementalTerm Facility Commitments pursuant to Clause 13.3 (*Application of Mandatory Prepayments*)shall be applied proportionately and permanently to reduce the Incremental TermFacility Commitments of all Lenders for all Tranches on a *pro rata*basis (based on the then remaining amounts of such Incremental Term FacilityCommitments).

## **4.3****                               Lenders’Participations**

EachLender will participate through its Facility Office in each Advance madepursuant to Clause 4.1 (*Conditions to Utilisation*),the relevant Incremental Revolving Facility 

 

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CommitmentAgreement and the relevant Incremental Term Facility Commitment Agreement inits respective Proportion.

# **5.****                                      DOCUMENTARYCREDITS**

## **5.1****                               Issueof Documentary Credits**

### **(a)****                                 **EachL/C Bank shall issue Documentary Credits pursuant to Clause 4.1 (*Conditions to Utilisation*) by:

#### **(i)****                                   **completingthe issue date and the proposed Expiry Date of any Documentary Credit to beissued by it; and

#### **(ii)****                               **executingand delivering such Documentary Credit to the relevant Beneficiary on therelevant Utilisation Date.

### **(b)****                                 **EachLender having a Revolving Facility Commitment (an “**IndemnifyingLender**”) will participate in each Documentary Credit in an amountequal to its L/C Proportion.

### **(c)****                                 **TheAgent shall notify the L/C Bank and each Indemnifying Lender of the details ofany requested Documentary Credit (including the Euro Amount of it, and, if suchDocumentary Credit is not to be denominated in euro, the Optional Currency inwhich it will be denominated and the amount of it) and its participation inthat Documentary Credit.

## **5.2****                               Renewalof Documentary Credits**

### **(a)****                                 **ABorrower may request that a Documentary Credit issued on its behalf be renewedby delivering to the Agent a Renewal Request which complies withClause 4.1 (*Conditions to Utilisation*).

### **(b)****                                 **Theterms of each renewed Documentary Credit shall be the same as those of therelevant Documentary Credit immediately prior to its renewal, except that (asstated in the Renewal Request therefor):

#### **(i)****                                   **itsamount may be less than the amount of such Documentary Credit immediately priorto its renewal; and

#### **(ii)****                               **itsTerm shall start on the date which was the Expiry Date of that DocumentaryCredit immediately prior to its renewal, and shall end on the proposed ExpiryDate specified in the Renewal Request.

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

## **5.3****                               Revaluationof Documentary Credits**

### **(a)****                                 **Ifany Documentary Credit is denominated in an Optional Currency and has a Term ofmore than 6 months, the Agent shall at monthly intervals after the date of suchDocumentary Credit recalculate the Euro Amount of that Documentary Credit bynotionally converting into euro the outstanding amount of that DocumentaryCredit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

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

## **5.4****                               ImmediatelyPayable**

Ifa Documentary Credit or any amount outstanding under a Documentary Credit isexpressed to be immediately payable, the relevant Borrower shall repay thatamount immediately.

## **5.5****                               Claimsunder a Documentary Credit**

### **(a)****                                 **Therelevant Borrower irrevocably and unconditionally authorises the L/C Bank topay any claim made or purported to be made under a Documentary Credit requestedby it and which appears on its face to be in order (a “**claim**”).

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

### **(c)****                                 **Therelevant Borrower acknowledges that the L/C Bank:

#### **(i)****                                   **isnot obliged to carry out any investigation or seek any confirmation from anyother person before paying a claim; and

#### **(ii)****                               **dealsin documents only and will not be concerned with the legality of a claim or anyunderlying transaction or any available set-off, counterclaim or other defenceof any person.

### **(d)****                                 **Theobligations of the relevant Borrower under this Clause will not be affected by:

#### **(i)****                                   **thesufficiency, accuracy or genuineness of any claim or any other document; or

#### **(ii)****                               **anyincapacity of, or limitation on the powers of, any person signing a claim orother document.

## **5.6****                               DocumentaryCredit Indemnities**

### **(a)****                                 **Therelevant Borrower shall immediately on demand indemnify the L/C Bank againstany cost, loss or liability incurred by the L/C Bank (otherwise than by reasonof the L/C Bank’s gross negligence or wilful misconduct) in acting as the L/CBank under any Documentary Credit requested by that Borrower.

### **(b)****                                 **Withoutlimiting the obligation of the relevant Borrower under paragraph (a)above, each Indemnifying Lender shall (according to its L/C Proportion)immediately on demand indemnify the L/C Bank against any cost, loss orliability incurred by the L/C Bank (otherwise than by reason of the L/C Bank’sgross negligence or wilful misconduct) in acting as the L/C Bank under anyDocumentary Credit (unless the L/C Bank has been reimbursed by an Obligorpursuant to a Finance Document).

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

### **(d)****                                 **Therelevant Borrower shall immediately on demand reimburse any Indemnifying Lenderfor any payment it makes to the L/C Bank under this Clause 5.6 in respectof that Documentary Credit.

### **(e)****                                 **Theobligations of each Indemnifying Lender under this Clause 5.6 arecontinuing obligations and will extend to the ultimate balance of sums payableby that Indemnifying Lender in respect of any Documentary Credit, regardless ofany intermediate payment or discharge in whole or in part.

### **(f)****                                   **Theobligations of any Indemnifying Lender under this Clause 5.6 will not beaffected by any act, omission, matter or thing which, but for thisClause 5.6 would reduce, release or prejudice any of its obligations underthis Clause 5.6 (without limitation and whether or not known to it or anyother person) including:

#### **(i)****                                   **anytime, waiver or consent granted to, or composition with, any Obligor, anybeneficiary under a Documentary Credit or other person;

#### **(ii)****                               **therelease of any Obligor or any other person under the terms of any compositionor arrangement with any creditor or any member of the Group;

#### **(iii)****                           **thetaking, variation, compromise, exchange, renewal or release of, or refusal orneglect to perfect, take up or enforce, any rights against, or security overassets of, any Obligor, any beneficiary under a Documentary Credit or otherperson or any non-presentation or non-observance of any formality or other requirementin respect of any instrument or any failure to realise the full value of anysecurity;

#### **(iv)****                              **anyincapacity or lack of power, authority or legal personality of or dissolutionor change in the members or status of an Obligor, any beneficiary under a DocumentaryCredit or any other person;

#### **(v)****                                  **anyamendment (however fundamental) or replacement of a Finance Document, anyDocumentary Credit or any other document or security;

#### **(vi)****                              **anyunenforceability, illegality or invalidity of any obligation of any personunder any Finance Document, any Documentary Credit or any other document orsecurity; or

#### **(vii)****                          **anyinsolvency or similar proceedings.

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## **5.7****                               Rightsof Contribution**

NoObligor will be entitled to any right of contribution or indemnity from anyFinance Party in respect of any payment it may make under this Clause 5 (*Documentary Credits*).

## **5.8****                               Roleof the L/C Bank**

### **(a)****                                 **Nothingin this Agreement constitutes the L/C Bank as a trustee or fiduciary of anyother person.

### **(b)****                                 **TheL/C Bank shall not be bound to account to any Lender for any sum or the profitelement of any sum received by it for its own account.

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

### **(d)****                                 **TheL/C Bank may rely on:

#### **(i)****                                   **anyrepresentation, notice or document believed by it to be genuine, correct andappropriately authorised; and

#### **(ii)****                               **anystatement made by a director, authorised signatory or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify.

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

### **(f)****                                   **TheL/C Bank may act in relation to the Finance Documents through its personnel andagents.

### **(g)****                                **TheL/C Bank is not responsible for:

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

#### **(ii)****                               **thelegality, validity, effectiveness, adequacy or enforceability of any FinanceDocument or any other agreement, arrangement or document entered into, made orexecuted in anticipation of or in connection with any Finance Document.

## **5.9****                               Exclusionof Liability**

### **(a)****                                 **Withoutlimiting paragraph (b) below, the L/C Bank will not be liable for anyaction taken by it under or in connection with any Finance Document, unlessdirectly caused by its gross negligence or wilful misconduct.

### **(b)****                                 **NoFinance Party (other than the L/C Bank) may take any proceedings against anyofficer, employee or agent of the L/C Bank in respect of any claim it mighthave against the L/C Bank or in respect of any act or omission of any kind bythat officer, employee or agent in relation to any Finance Document.

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## **5.10****                        CreditAppraisal by the Indemnifying Lenders**

Withoutaffecting the responsibility of any Obligor for information supplied by it oron its behalf in connection with any Finance Document, each Indemnifying Lenderconfirms to the L/C Bank that it has been, and will continue to be, solelyresponsible for making its own independent appraisal and investigation of therisks arising under or in connection with any Finance Document, including butnot limited to, those listed in paragraphs (a) to (d) of Clause 31.15 (*Credit Appraisal by the Lenders*).

## **5.11****                        Appointmentand Change of L/C Bank**

### **(a)****                                 **TheAgent, with the prior approval of the relevant Lender, the Parent and anInstructing Group, may designate any Lender with a Revolving FacilityCommitment as an L/C Bank or as a replacement therefor, but not with respect toDocumentary Credits already issued by any other L/C Bank.

### **(b)****                                 **AnyLender so designated shall become an L/C Bank under this Agreement bydelivering to the Agent an executed L/C Bank Accession Certificate.

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

### **(d)****                                 **Ifthe L/C Bank does so resign and no replacement is appointed, any DocumentaryCredit to be issued in accordance with the terms of this Agreement will beissued by the Agent on behalf of the Lenders with Revolving FacilityCommitments severally in an amount reflecting their respective L/C Proportionsat the date of issue thereof.

## **5.12****                        Assumptionof Existing Documentary Credits**

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

# **6.****                                      SWINGLINEFACILITIES**

## **6.1****                               Conditionsto Utilisation of Swingline Facilities**

Saveas otherwise provided in this Agreement, a Swingline Facility Advance will bemade by the respective Swingline Facility Lenders to a Borrower at such  Borrower’s request if:

### **(a)****                                 **theAgent has received from that Borrower a duly completed Utilisation Requeststating whether the proposed Swingline Facility Advance is a Dollar SwinglineFacility Advance or a Euro Swingline Facility Advance:

 

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

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

receipt of which shalloblige that Borrower to borrow the amount requested on the date stated upon theterms and subject to the conditions contained in this Agreement provided thatno Utilisation Request under the Swingline Facility shall be made prior to thefirst Utilisation Request under the Term Facilities;

### **(b)****                                 **theproposed Utilisation Date is a Business Day for the proposed Swingline FacilityAdvance which is or precedes the relevant Termination Date;

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

### **(d)****                                 **theaggregate amount of Revolving Facility Outstandings and Swingline FacilityOutstandings would not, immediately after making such Swingline FacilityAdvance, exceed the aggregate Revolving Facility Commitments of the RevolvingFacility Lenders;

### **(e)****                                 **theproposed Term of the Swingline Facility Advance requested is a period notexceeding 3 months ending on or before the Final Maturity Date in respect ofthe Revolving Facility;

### **(f)****                                   **theUtilisation Request is sent to the Agent at the address referred to inClause 42 (*Notices and Delivery ofInformation*) and confirmed by a telephone call to the telephonenumber referred to in Clause 42 (*Noticesand Delivery of Information*); and

### **(g)****                                **Withoutin any way limiting the obligation of that Borrower set out inparagraph (f) above, the Agent may act without liability upon the basis ofa telephone call of such Utilisation believed by the Agent in good faith to befrom an Authorised Representative of that Borrower prior to receipt of theUtilisation Request.  In each such case,that Borrower hereby waives the right to dispute the Agent’s record of theterms of such telephone call in the absence of manifest error.

## **6.2****                               GeneralConditions to Utilisation of Swingline Facility Advances**

Ifa Borrower requests a Swingline Facility Advance in accordance withClause 6.1 (*Conditions to Utilisationof Swingline Facilities*); and, on the proposed date for the makingof such Swingline Facility Advance:

### **(a)****                                 **neitherof the events mentioned in Clause 16.1 (*MarketDisruption*) shall have occurred;

### **(b)****                                 **theEuro Amount of such Swingline Facility Advance does not exceed either theAvailable Swingline Facility or the Available Revolving Facility;

 

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### **(c)****                                 **therewould not, immediately after the making of such Advance, be more than10 Euro Swingline Facility Advances outstanding; and

### **(d)****                                 **onand as of the proposed date for the making of such Advance:

#### **(i)****                                   **noDefault is continuing or would result from the making of such Advance;

#### **(ii)****                               **noLender Default exists (unless the Swingline Facility Lenders have entered intoarrangements satisfactory to them to eliminate the Swingline Facility Lenders’risk with respect to the Defaulting Lender’s or Lenders’ participation in suchSwingline Facility Advance); and

#### **(iii)****                           **theRepeated Representations made by each Obligor are true in all material respectson the relevant Utilisation Date by reference to the circumstances thenexisting,

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

## **6.3****                               Completionof a Utilisation Request for Swingline Facility Advances**

EachUtilisation Request for a Swingline Facility Advance is irrevocable and onlyone Swingline Facility Advance may be requested in each Utilisation Request.

## **6.4****                               SwinglineFacility Lender’s Participation**

### **(a)****                                 **EachSwingline Facility Lender will participate through its Facility Office in eachSwingline Facility Advance made pursuant to this Clause 6 in itsrespective Proportion immediately prior to the making of that Advance.

### **(b)****                                 **TheAgent shall promptly notify each Swingline Facility Lender of the amount,currency and Euro Amount of each Swingline Facility Advance upon receipt of aUtilisation Request.

## **6.5****                               Reductionof Available Commitment**

Ifa Swingline Facility Lender’s Swingline Facility Commitment is reduced inaccordance with the terms hereof after the Agent has received the UtilisationRequest for a Swingline Facility Advance and such reduction was not taken intoaccount in the Available Swingline Facility, then both the Euro Amount of therelevant Swingline Facility Advance and the amount of that Swingline FacilityAdvance made or to be made shall be reduced accordingly.

## **6.6****                               Purchaseof Swingline Participations**

### **(a)****                                 **Onany Business Day a Swingline Lender may, in its sole discretion, by writtennotice given to the Agent (and to the other Swingline Facility Lenders) requirethe Revolving Facility Lenders to acquire participations on such Business Dayin all or a portion of the Swingline Facility Outstandings.  Such notice shall specify the aggregate amountof such Swingline Facility Outstandings in which the Revolving Facility Lenderswill participate.  Promptly upon receiptof such notice, the Agent shall give notice thereof to each Revolving FacilityLender, specifying in such notice each such Revolving Facility Lender’sProportion of such Swingline Facility 

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###  

### Outstandings.  Each Revolving Facility Lender herebyabsolutely and unconditionally agrees, upon receipt of notice as providedabove, to pay to the Agent for the account of the applicable Swingline FacilityLenders, such Revolving Facility Lender’s Proportion of such Swingline FacilityOutstandings.

### **(b)****                                 **EachRevolving Facility Lender acknowledges and agrees that its respectiveobligation to acquire participations in Swingline Facility Outstandingspursuant to this Clause 6.6 is absolute and unconditional and shall not beaffected by any circumstance whatsoever, including the occurrence andcontinuance of any Default or Event of Default or reduction or termination ofthe Commitments and that each such payment shall be made without any offset,abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligations underthis Clause 6.6 by wire transfer of immediately available funds in thesame manner as provided in Clause 35 (*Payments*)and the Agent shall promptly pay to the applicable Swingline Facility Lenderthe amount so received by it from each such Revolving Facility Lender.

### **(c)****                                 **TheAgent shall promptly notify the applicable Borrower of any participations in any Swingline Facility Outstandingsacquired pursuant to this Clause 6.6 and thereafter payments in respect ofsuch Swingline Facility Outstandings shall be made to the Agent and not to theapplicable Swingline Facility Lender. Any amounts received by a Swingline Facility Lender from the applicableBorrower (or other party on behalf of such Borrower) in respect of anySwingline Facility Outstandings after receipt by such Swingline Facility Lenderof the proceeds of a sale of participations therein shall be promptly remittedto the Agent; any such amounts received by the Agent shall be promptly remittedby the Agent to the Revolving Facility Lenders that shall have made theirpayments pursuant to this Clause 6.6 and to such Swingline FacilityLender, as their interests may appear; provided that any such payment soremitted shall be repaid to such Swingline Facility Lender or to the Agent, asapplicable, if and to the extent such payment is required to be refunded to theapplicable Borrower.  The purchase ofparticipations in Swingline Facility Outstandings pursuant to thisClause 6.6 shall not relieve the applicable Borrower of any Default in thepayment thereof.

## **6.7****                               Consequencesof a Swingline Facility Advance not being repaid**

### **(a)****                                 **Ifa Swingline Facility Advance is not repaid on its due date, each RevolvingFacility Lender must pay to the Agent for the account of the Swingline FacilityLenders an amount calculated as described below within three Business Days ofdemand by the Agent.

### **(b)****                                 **Theamount (if any) required to be paid by a Revolving Facility Lender is theproportion of the Swingline Facility Advance not repaid which the RevolvingFacility Commitment of that Revolving Facility Lender bears to the aggregateamount of the Revolving Facility Commitments less the amount of itsparticipation, before any adjustment under this Clause 6.7, in the unpaidamount of the Swingline Facility Advance together with any interest accrued andunpaid on that amount from the date on which such Swingline Facility Advancewas made to the date of payment by that Revolving Facility Lender.  If this produces a negative figure for aRevolving Facility Lender, no amount need be paid by that Revolving FacilityLender.

 

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### **(c)****                                 **Ona payment under this Clause 6.7, the paying Revolving Facility Lender willbe subrogated to the rights of the Swingline Facility Lenders which have sharedin the payment received.

### **(d)****                                 **Ifand to the extent the paying Revolving Facility Lender is not able to rely onits rights under paragraph (c) above, the applicable Borrower shall beliable to the paying Revolving Facility Lender for a debt equal to the amountthe paying Revolving Facility Lender has paid under this Clause 6.7 andthat Borrower’s liability to the Swingline Facility Lenders will be reducedaccordingly.

### **(e)****                                 **Anypayment under this Clause 6.7 does not reduce the obligations in aggregateof the applicable Borrower.

# **7.****                                      UNCOMMITTEDINCREMENTAL FACILITIES**

## **7.1****                               IncrementalTerm Facility**

### **(a)****                                  IncrementalTerm Facility Commitments**

#### **(i)****                                   **EachBorrower shall have the right, in consultation and coordination with the Agentas to all of the matters set forth below in this Clause 7.1, but withoutrequiring the consent of any of the Lenders, to request at any time and fromtime to time after the Syndication Date and prior to the relevant TerminationDate for the respective Tranche of Incremental Term Facility Advances that oneor more Lenders or one or more Eligible Institutions provide to such Borrower IncrementalTerm Facility Commitments under such Tranche of Incremental Term Facility asdesignated in the respective Incremental Term Facility Commitment Agreementand, subject to the terms and conditions contained in this Agreement and in therespective Incremental Term Facility Commitment Agreement, make IncrementalTerm Facility Advances pursuant thereto, so long as:

**(A)**                               no Default or Event of Default thenexists or would result therefrom and all of the Repeating Representationscontained herein and in the other Finance Documents are true and correct in allmaterial respects at such time (unless stated to relate to a specific earlierdate, in which case such representations and warranties shall be true andcorrect in all material respects as of such earlier date);

**(B)**                               the Existing Borrower and itsSubsidiaries will be in compliance with Clause 24 (*Financial Condition*) on a Pro Forma Basisafter giving effect to each incurrence of Incremental Term Facility Advancesand the applica­tion of the proceeds therefrom; and

**(C)**                               on or before the date of each IncrementalTerm Facility Commitment Agreement, the Existing Borrower shall have deliveredto the Agent a certificate of the Authorised Representative of the ExistingBorrower certifying (A) which provisions (if any) of the Permitted SubordinatedIndebtedness Documents the respective incurrence of Incremental Term FacilityAdvances will be allowed under and demonstrating in reasonable detail that thefull amount of such Incremental Term 

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Facility Advances may be incurred in accordance with,and will not violate the provisions of, the Permitted Subordinated IndebtednessDocument, (B) the ratio of Senior Indebtedness to Consolidated EBITDA is lessthan 3.00:1.00 (based on the most recently delivered Compliance Certificate inaccordance with paragraph (d) (*Officer’sCertificates*) of Clause 23.1 (*InformationCovenants*)) and (C) the purpose of the use of the proceeds of suchTranche of Incremental Term Facility.

#### **(ii)****                               **Furthermore,it is understood and agreed that:

**(A)**                               no Lender shall be obligated to providean Incremental Term Facility Commitment, and until such time, if any, as suchLender has agreed in its sole discretion to provide an Incremental TermFacility Commitment and executed and delivered to that Borrower and the Agentan Incremental Term Facility Commitment Agreement as provided inparagraph (b) (*Incremental TermFacility Commitment Agreement*) of this Clause 7.1, such Lendershall not be obligated to fund any Incremental Term Facility Advances;

**(B)**                               any Lender (including EligibleInstitutions) may so provide an Incremental Term Facility Commitment withoutthe consent of the Agent or any other Lender;

**(C)**                               each Tranche of Incremental Term FacilityCommitments shall be made available to the Borrowers;

**(D)**                               the amount of each Tranche of IncrementalTerm Facility Commitments shall be in a minimum aggregate amount for allLenders which provide an Incremental Term Facility Commitment under suchTranche of Incremental Term Facility Advances of at least $50,000,000 (or the EuroAmount thereof as determined at the time that Incremental Term FacilityCommitments are obtained);

**(E)**                                 the aggregate amount of all IncrementalTerm Facility Commitments permitted to be provided pursuant to thisClause 7.1 shall not exceed $500,000,000 (excluding all amounts borrowedprior to the Fifth Amendment and Restatement Effective Date (or the Euro Amountthereof as determined at the time that such Incremental Term FacilityCommitments are obtained) (it being understood and agreed, *however*,to the extent that any such Incremental Term Facility Commitments are obtainedbut later expire, terminate or are voluntarily reduced in each case withoutbeing utilised, the amount of such Incremental Term Facility Commitments soexpired, terminated or voluntarily reduced may again be available to beobtained under this Clause 7.1 within the limits set forth herein);

**(F)**                                 the up-front fees and, if applicable, anyunutilised commitment fees and/or other fees, payable in respect of eachIncremental Term Facility Commitment shall be separately agreed to by eachrelevant Borrower and each Incremental Term Facility Lender;

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**(G)**                               each Tranche of the Incremental TermFacility shall have (i) a Final Maturity Date of no earlier than the FinalMaturity Date of the D Facilities and (ii) a Weighted Average Life to Maturityof no less than the Weighted Average Life to Maturity as then remaining for theD Facilities;

**(H)****                              **any Incremental Term Facility Advancebeing incurred under any single Incremental Term Facility Commitment Agreementshall be used for Permitted Acquisitions and/or the redemption or repurchase ofthe Senior Subordinated Notes or New Senior Subordinated Notes (including,without limitation, any related redemption or repurchase fees).  The date of the consummation of a PermittedAcquisition (as well as the date on which any Indebtedness assumed as part ofsuch Permitted Acquisition is to be refinanced) or, as the case may be, thedate of the redemption of the Senior Subordinated Notes or New SeniorSubordinated Notes being prepaid with the proceeds of such Incremental TermFacility Advance, shall occur no later than 10 Business Days after thedate of the incurrence of such Incremental Term Facility Advance;

**(I)**                                    each Incremental Term Facility CommitmentAgreement shall specifically designate, with the approval of the Agent, thatthe Tranche of the Incremental Term Facility Commitments being providedthereunder shall be a new Tranche which shall exist separately from anyexisting Tranche of the Incremental Term Facility, Incremental Term FacilityCommitments or other Term Facility Advance, unless the requirements ofparagraph (c) (*Constitution of eachTranche of Incremental Term Facility*) of this Clause 7.1 aresatisfied in which case such Tranche shall be added on to an existing Trancheof the Incremental Term Facility (or Incremental Term Facility Commitments) oranother D Facility Advance in accordance with paragraph (c) (*Constitution of each Tranche of Incremental TermFacility*) of this Clause 7.1;

**(J)**                                 all Incremental Term Facility Advances(and all interest, fees and other amounts payable thereon) shall be obligationsunder this Agreement and the other applicable Finance Documents and shall besecured by the Security Documents, on a *paripassu* basis with all other Term Facility Outstandings; and

**(K)**                               each Lender agreeing to provide anIncremental Term Facility Commitment pursuant to an Incremental Term FacilityCommitment Agreement shall, subject to the satisfaction of the relevantconditions set forth in this Agreement, make Incremental Term Facility Advancesunder the Tranche specified in such Incremental Term Facility CommitmentAgreement as provided in Clause  4.2 (*Conditionsto Utilisation of Incremental Term Facility*) and such Advances shallthereafter be deemed to be Incremental Term Facility Advances under suchTranche for all purposes of this Agreement and the other applicable FinanceDocuments.

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### **(b)****                                  IncrementalTerm Facility Commitment Agreement**

At the time of the provision of Incremental TermFacility Commitments pursuant to this Clause 7, the relevant Borrowers,each other Obligor, the Agent and each such Lender or other EligibleInstitution which agrees to provide an Incremental Term Facility Commitment(each, an “**Incremental Term Facility Lender**”)shall execute and deliver to the relevant Borrower(s) and the Agent anIncremental Term Facility Commitment Agreement, appropriately completed (withthe effectiveness of the Incremental Term Facility Commitment provided thereinto occur on the date set forth in such Incremental Term Facility CommitmentAgreement, which date in any event shall be no earlier than the date on whichall fees required to be paid in connec­tion therewith at the time of sucheffectiveness shall have been paid, all conditions set forth in thisClause 7 shall have been satisfied and all other conditions precedent thatmay be set forth in such Incremental Term Facility Commitment Agreement shallhave been satisfied).  In addition on orprior to the effective date of the respective Incremental Term FacilityCommitment Agreement:

#### **(i)****                                   **theParent, the Borrowers and their Subsidiaries shall have delivered suchtechnical amendments, modifications and/or supplements to the respectiveSecurity Documents as are reasonably requested by the Agent to ensure that theadditional Facilities Obligations to be incurred pursuant to the IncrementalTerm Facility Commitments are secured by, and entitled to the benefits of, theSecurity Documents (to the extent required by the terms of this Agreement), andeach of the Lenders hereby agrees to, and authorises the Security Trustee toenter into, any such technical amendments, modifications and/or supplements;

#### **(ii)****                               **theAgent shall have received an opinion or opinions, in form and substancereasonably satisfactory to the Agent, from counsel reasonably satisfactory tothe Agent and dated such date, covering such of the matters set forth in theopinions of counsel delivered to the Agent on the Initial Borrowing Datepursuant to Clause 3.1 (*ConditionsPrecedent*) as may be reasonably requested by the Agent, and suchother matters incident to the transactions contemplated thereby as the Agentmay reasonably request;

#### **(iii)****                           **therelevant Borrower(s) and the other Obligors shall have delivered to the Agentsuch other officers’ certificates, resolutions and evidence of good standing asthe Agent shall reasonably request; and

#### **(iv)****                              **inaddition to the applicable conditions precedent set forth in Part I ofSchedule 3 (*Conditions Precedent toFirst Utilisation*), the Agent shall have received from theAuthorised Representative of each relevant Borrower a certificate certifyingthat the conditions set forth in paragraphs (a)(i)(A), (B) and (C) ofClause 7.1 (*Incremental Term Facility*)have been satisfied (together with calculations demonstrating same (whereapplicable) in reasonable detail and copies of the certificate set forth insuch paragraph (a)(i)(C)) of Clause 7.1 (*Incremental Term Facility*).

The Agent shall promptly notify each Lender as to theeffectiveness of each Incremental Term Facility Commitment Agreement and, atsuch time, Part I of

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Schedule 1 (*Lenders and Commitments*)shall be deemed modified to reflect the Incremental Term Facility Commitmentsof such Incremental Term Facility Lenders.

### **(c)****                                  Constitutionof each Tranche of Incremental Term Facility**

Notwithstandinganything to the contrary contained above in this Clause 7.1, theIncremental Term Facility Commitments provided by an Incremental Term FacilityLender or Incremental Term Facility Lenders, as the case may be, pursuant toeach Incremental Term Facility Commitment Agreement shall constitute a newTranche, which shall be separate and distinct from the existing Tranchespursuant to this Agreement provided that, with the consent of the Agent, theparties to a given Incremental Term Facility Commitment Agreement may specifytherein that the respective Incremental Term Facility Advance made pursuantthereto shall constitute part of, and be added to, an existing Tranche ofIncremental Term Facility Advances or to the D1 Facility Advances or D2Facility Advances, in either case so long as the following requirements aresatisfied:

#### **(i)****                                   **theIncremental Term Facility Advances to be made pursuant to such Incremental TermFacility Commitment Agreement shall be made to the same Borrowers, shall bedenominated in the same currency, shall have the same Final Maturity Date andshall have the same Applicable Margins as the Facility to which the newIncremental Term Facility Advances are being added;

#### **(ii)****                               **thenew Incremental Term Facility Advances shall have the same scheduled repaymentdates as then remain with respect to the Tranche to which such new IncrementalTerm Facility Advances are being added (with the amount of each repaymentapplicable to such new Incremental Term Facility Advances to be the same (on aproportionate basis) as is theretofore applicable to the Tranche to which suchnew Incremental Term Facility Advances are being added, thereby increasing theamount of each then remaining repayment of the respective Tranche proportionately);and

#### **(iii)****                           **onthe date of the making of such new Incremental Term Facility Advances, andnotwith­standing anything to the contrary set forth in Clause 15 (*Interest on Term Facility Advances*), suchnew Incremental Term Facility Advance shall be added to (and form part of) theTerm Facility Outstandings of the respective Tranche on a *pro rata*basis (based on the relative sizes of the various Term Facility Outstandings),so that each Lender will participate proportionately in each then Term FacilityOutstandings of the respective Tranche, and so that the existing Lenders withrespect to such Tranche continue to have the same participation (by amount) ineach borrowing as they had before the making of the new Incremental TermFacility Advances of such Tranche.

## **7.2****                               IncrementalRevolving Facility**

### **(a)****                                  IncrementalRevolving Facility Commitments**

#### **(i)****                                   **EachBorrower shall have the right, in consultation and coordination with the Agentas to all of the matters set forth below in this Clause 7.2, but withoutrequiring the consent of any of the Lenders, to request at any time and from

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#### time to timeafter the Syndication Date and prior to the Termination Date for theIncremental Revolving Facility that one or more Lenders or one or more EligibleInstitutions provide to the Borrowers Incremental Revolving FacilityCommitments under the Incremental Revolving Facility as designated in therespective Incremental Revolving Facility Commitment Agreement and, subject tothe terms and conditions contained in this Agreement and in the respectiveIncremental Revolving Facility Commitment Agreement, make Utilisations pursuantthereto, so long as no Default or Event of Default then exists or would resulttherefrom and all of the Repeating Representations contained herein and in the otherFinance Documents are true and correct in all material respects at such time(unless stated to relate to a specific earlier date, in which case suchrepresentations and warranties shall be true and correct in all materialrespects as of such earlier date).

#### **(ii)****                               **Furthermore,it is understood and agreed that:

**(A)**                               no Lender shall be obligated to providean Incremental Revolving Facility Commitment, and until such time, if any, assuch Lender has agreed in its sole discretion to provide an Incremental RevolvingFacility Commitment and executed and delivered to the relevant Borrowers andthe Agent an Incremental Revolving Facility Commitment Agreement as provided inparagraph (b) (*Incremental RevolvingFacility Commitment Agreement*) of this Clause 7.2, such Lendershall not be obligated to provide any Incremental Revolving Facility;

**(B)**                               any Lender (including EligibleInstitutions) may so provide an Incremental Revolving Facility Commitmentwithout the consent of the Agent or any other Lender;

**(C)**                               each of the Incremental RevolvingFacility Commitments shall be made available to the relevant Borrowers;

**(D)**                               each provision of Incremental RevolvingFacility Commitments shall be in a minimum aggregate amount for all Lenders of€10,000,000 and in integral multiples of €5,000,000;

**(E)**                                 the aggregate amount of all IncrementalRevolving Facility Commitments permitted to be provided pursuant to thisClause 7.2 shall not exceed €65,000,000;

**(F)**                                 the up-front fees and, if applicable, anyunutilised commitment fees and/or other fees, payable in respect of eachIncremental Revolving Facility Commitment shall be separately agreed to by eachrelevant Borrower and each Incremental Revolving Facility Lender; and

**(G)**                               all Utilisations under the IncrementalRevolving Facility Commitments (and all interest, fees and other amountspayable thereon) shall be Facilities Obligations under this Agreement and theother applicable Finance Documents and shall be secured by the SecurityDocuments, on a *pari passu* basiswith all other Revolving Facility Outstandings.

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### **(b)****                                  IncrementalRevolving Facility Commitment Agreement**

At the time of the provision of Incremental RevolvingFacility Commitments pursuant to this Clause 7, the relevant Borrowers,each other Obligor, the Agent and each such Lender or other EligibleInstitution which agrees to provide an Incremental Revolving FacilityCommitment (each, an “**Incremental RevolvingFacility Lender**”) shall execute and deliver to the relevantBorrowers and the Agent an Incremental Revolving Facility Commitment Agreement,appropriately completed (with the effectiveness of the Incremental RevolvingFacility Commitment provided therein to occur on the date set forth in suchIncremental Revolving Facility Commitment Agreement, which date in any eventshall be no earlier than the date on which all fees required to be paid inconnec­tion therewith at the time of such effectiveness shall have been paid,all conditions set forth in this Clause 7.2 shall have been satisfied andall other conditions precedent that may be set forth in such IncrementalRevolving Facility Commitment Agreement shall have been satisfied).  The Agent shall promptly notify each Lenderas to the effectiveness of each Incremental Revolving Facility CommitmentAgreement and at such time, (i) the Revolving Facility shall be increasedby the aggregate amount of such Incremental Revolving Facility Commitments,(ii) Section A of Part I of Schedule 1 (*Lenders and Commitments*) shall be deemedmodified to reflect the revised Revolving Facility Lenders.  In addition on or prior to the effective dateof the respective Incremental Revolving Facility Commitment Agreement:

#### **(i)****                                   **theParent, the Borrowers and their Subsidiaries shall have delivered suchtechnical amendments, modifications and/or supplements to the respectiveSecurity Documents as are reasonably requested by the Agent to ensure that theadditional Facilities Obligations to be incurred pursuant to the IncrementalRevolving Facility Commitments are secured by, and entitled to the benefits of,the Security Documents (to the extent required by the terms of this Agreement),and each of the Lenders hereby agrees to, and authorises the Security Trusteeto enter into, any such technical amendments, modifications and/or supplements;

#### **(ii)****                               **theAgent shall have received an opinion or opinions, in form and substancereasonably satisfactory to the Agent, from counsel reasonably satisfactory tothe Agent and dated such date, covering such of the matters set forth in theopinions of counsel delivered to the Agent on the Initial Borrowing Datepursuant to Clause 3.1 (*ConditionsPrecedent*) as may be reasonably requested by the Agent, and suchother matters incident to the transactions contemplated thereby as the Agentmay reasonably request;

#### **(iii)****                           **eachrelevant Borrower and the other Obligors shall have delivered to the Agent suchother officers’ certificates, resolutions and evidence of good standing as theAgent shall reasonably request; and

#### **(iv)****                              **inaddition to the applicable conditions precedent set forth in Part I of Schedule 3(*Conditions Precedent to First Utilisation*),the Agent shall have received from the Authorised Representative of theExisting Borrower a certificate certifying that the conditions set forth inparagraphs (a)(i) (*IncrementalRevolving Facility Commitments*) of this Clause 7.2 have beensatisfied.

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### **(c)****                                  Constitutionof Incremental Revolving Facility**

At the time of anyprovision of Incremental Revolving Facility Commitments pursuant to thisClause 7.2, the relevant Borrowers shall, in coordination with the Agent,repay outstanding Revolving Facility Advances of certain of the RevolvingFacility Lenders, and incur additional Revolving Facility Advances from certainother Revolving Facility Lenders (including the Incremental Revolving FacilityLenders), in each case to the extent necessary so that all of the RevolvingFacility Lenders participate in each Utilisation under the Revolving Facility *pro rata* on the basis of their respective Revolving FacilityCommitments (after giving effect to any increase in the Revolving Facilitypursuant to this Clause 7.2 and with such Borrowers being obligated to payto the respective Revolving Facility Lenders any costs of the type referred toin Clause 33 (*Borrower’s Indemnities*)in connection with any such repayment and/or Utilisation.

# **8.****                                      OPTIONALCURRENCIES**

## **8.1****                               Selectionof Currency**

ABorrower (or the Parent on its behalf) shall select the currency of an Advancemade to it (which shall be euro or an Optional Currency) in the UtilisationRequest relating to the relevant Advance provided that an A Facility Advanceshall be made in euro, a D1 Facility Advance shall be made in dollars and a D2Facility Advance shall be made in euro.

## **8.2****                               NoChange of Currency**

Onceutilised, no Term Facility Advance shall be outstanding in any currency otherthan the currency in which it was first utilised.

# **9.****                                      REPAYMENTOF REVOLVING AND SWINGLINE FACILITY OUTSTANDINGS**

## **9.1****                               Repaymentof Revolving Facility Advances**

EachBorrower shall (subject to Clause 9.2 (*Rollover Advances*))repay the full amount of each Revolving Facility Advance and Swingline FacilityAdvance made to it on the Repayment Date, provided that if such Repayment Dateis not a Business Day in the relevant jurisdiction for payment, payment shallinstead be made on the next succeeding Business Day.

## **9.2****                               RolloverAdvances**

Withoutprejudice to a Borrower’s obligation to repay the full amount of each RevolvingFacility Advance on the applicable Repayment Date, where, on the same dayon which that Borrower is due to repay a Revolving Facility Advance (a “**Maturing Advance**”) that Borrower has alsorequested that a Revolving Facility Advance in the same currency as theMaturing Advance be made to it (a “**RolloverAdvance**”), subject to the Lenders being obliged to make suchRollover Advance under Clause 4.1 (*Conditions to Utilisation*),the amount to be so repaid and the amount to be so drawn down shall be nettedoff against each other so that the amount which that Borrower is actuallyrequired to repay or, as the case may be, the amount which the Lenders areactually required to advance to that Borrower, shall be the net amountremaining after such netting off provided that such Borrower shall not be

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permittedto rollover any Advances denominated in an Optional Currency to the extent thatsuch Advance, when notionally converted into euros at the Agent’s Spot Rate ofExchange on the Quotation Date for the next Term and aggregated with the EuroAmount of all other Revolving Facility Outstandings would result in theaggregate amount of all Revolving Commitments being exceeded by an amountgreater than 5 per cent.

## **9.3****                               CashCollateralisation of Documentary Credits**

Inrelation to any unexpired Documentary Credit, a Borrower may give the Agent notless than 3 Business Days’ prior written notice of its intention to repay aDocumentary Credit issued to it, and, having given such notice, shall procurethat the relevant Outstanding L/C Amount in respect of such Documentary Creditis reduced to zero and repaid in full by providing cash cover therefor (in accordancewith Clause 5 (*Documentary Credits*))or by reducing the Outstanding L/C Amount of such Documentary Credit or bycancelling such Documentary Credit and returning the original to the L/C Bankor the Agent on behalf of the Lenders.

# **10.****                               REPAYMENTOF TERM FACILITY OUTSTANDINGS**

## **10.1****                        Repaymentof A Facility Outstandings**

TheExisting Borrower shall make such repayments as may be necessary to ensure thaton each of the dates set out in the table below (each an “**A Facility Repayment Date**”) the aggregateEuro Amount of the A Facility Outstandings (as at the close of business inLondon on the Termination Date relating to the A Facility) is reduced by anamount equal to the percentage of such A Facility Outstandings set out in thetable below provided that the final Repayment Date shall be the Final MaturityDate for the A Facility and the aggregate amount of all A Facility Outstandingsshall be repayable on such A Facility Repayment Date.
| ** **               | ** ** | **Percentage of A Facility Outstandings** | ** ** |
|--------------------------|------------|---------------------------------------------------------------|------------|
| **Repayment Dates** | ** ** | **Repayable**                                                 | ** ** |
| ** **               | ** ** | ** **                                                    | ** ** |
| 31 March 2004            |       | 1.625 per cent.                                          |       |
|                     |       |                                                          |       |
| 30 June 2004             |       | 1.625 per cent.                                          |       |
|                     |       |                                                          |       |
| 30 September  2004       |       | 1.625 per cent.                                          |       |
|                     |       |                                                          |       |
| 31 December 2004         |       | 1.625 per cent.                                          |       |
|                     |       |                                                          |       |
| 31 March 2005            |       | 3.375 per cent.                                          |       |
|                     |       |                                                          |       |
| 30 June 2005             |       | 3.375 per cent.                                          |       |
|                     |       |                                                          |       |
| 30 September  2005       |       | 3.375 per cent.                                          |       |
|                     |       |                                                          |       |
| 31 December 2005         |       | 3.375 per cent.                                          |       |
|                     |       |                                                          |       |
| 31 March 2006            |       | 3.375 per cent.                                          |       |
|                     |       |                                                          |       |
| 30 June 2006             |       | 3.375 per cent.                                          |       |

 

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| ** **               | ** ** | **Percentage of A Facility Outstandings** | ** ** |
|--------------------------|------------|---------------------------------------------------------------|------------|
| **Repayment Dates** | ** ** | **Repayable**                                                 | ** ** |
|                     |       |                                                          |       |
| 30 September  2006       |       | 3.375 per cent.                                          |       |
|                     |       |                                                          |       |
| 31 December 2006         |       | 3.375 per cent.                                          |       |
|                     |       |                                                          |       |
| 31 March 2007            |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 30 June 2007             |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 30 September  2007       |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 31 December 2007         |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 31 March 2008            |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 30 June 2008             |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 30 September  2008       |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 31 December 2008         |       | 5.5 per cent.                                            |       |
|                     |       |                                                          |       |
| 31 March 2009            |       | 5.625 per cent.                                          |       |
|                     |       |                                                          |       |
| 30 June 2009             |       | 5.625 per cent.                                          |       |
|                     |       |                                                          |       |
| 30 September  2009       |       | 5.625 per cent.                                          |       |
|                     |       |                                                          |       |
| 31 December 2009         |       | 5.625 per cent.                                          |       |

 

Providedthat in the event the Senior Subordinated Notes are not Refinanced on or before1 November 2008, the Final Maturity Date with respect to the A Facilityshall be 1 May 2009 and on and from 1 November 2008 the A FacilityRepayment Dates and the percentage of the A Facility Outstandings payable onsuch dates shall be as follows:
| **Repayment Dates**   | ** ** | **Percentage of A Facility Outstandings** | ** ** |
|----------------------------|------------|---------------------------------------------------------------|------------|
| 31 December 2008 |       | 9.00 per cent.                                      |       |
|                       |       |                                                          |       |
| 31 March 2009              |       | 9.00 per cent.                                           |       |
|                       |       |                                                          |       |
| 1 May 2009                 |       | 10 per cent.                                             |       |

 

## **10.2****                        [Intentionallydeleted]**

## **10.3****                        Repaymentof D Facility Outstandings**

TheExisting Borrower shall make such repayments as may be necessary to ensure thaton each of the dates set out in the table below (each a “**D Facilities Repayment Date**”) the aggregateEuro Amounts of the D1 Facility Outstandings and the D2 Facility Outstandingsare each reduced by an amount equal to the percentage set out in the tablebelow of the amounts which constituted D1 Facility Outstandings and D2 FacilityOutstandings (or their

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equivalentunder Facilities that were converted into the D1 Facility and the D2 Facilityon the Fifth Amendment and Restatement Date) (as applicable) on 29 September2004, provided that the final Repayment Date shall be the Final Maturity Datefor the D Facilities and the aggregate amount of all D FacilityOutstandings shall be repayable on such D Facilities Repayment Date.
| **Repayment Dates** | ** **    | **Percentage of D Facility Outstandings** | ** ** |
|--------------------------|---------------|---------------------------------------------------------------|------------|
| ** **               | **Repayable** | ** **                                                    |
| ** **               | ** **    | ** **                                                    | ** ** |
| 30 September  2004       |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 December 2004         |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 March 2005            |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 June 2005             |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 September  2005       |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 December 2005         |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 March 2006            |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 June 2006             |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 September  2006       |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 December 2006         |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 March 2007            |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 June 2007             |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 September  2007       |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 December 2007         |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 March 2008            |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 June 2008             |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 September  2008       |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 December 2008         |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 March 2009            |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 June 2009             |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 30 September  2009       |          | 0.25 per cent.                                           |       |
|                     |          |                                                          |       |
| 31 December 2009         |          | 0.25 per cent.                                           |       |

 

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| **Repayment Dates** | ** **    | **Percentage of D Facility Outstandings** | ** ** |
|--------------------------|---------------|---------------------------------------------------------------|------------|
| ** **               | **Repayable** | ** **                                                    |
|                     |          |                                                          |       |
| 31 March 2010            |          | 23.50 per cent.                                          |       |
|                     |          |                                                          |       |
| 30 June 2010             |          | 23.50 per cent.                                          |       |
|                     |          |                                                          |       |
| 30 September  2010       |          | 23.50 per cent.                                          |       |
|                     |          |                                                          |       |
| 31 December 2010         |          | 24.00 per cent.                                          |       |

 

Provided that, in the event that the 12 1/4 percent. Senior Subordinated Notes due 2009 are not Refinanced on or before 1November 2008, the Final Maturity Date with respect to the D Facilities shallbe 1 May 2009 and on and from 1 November 2008 the D Facilities Repayment Dates and the percentage ofthe D1 Facility Outstandings and D2 Facility Outstandings payable on such datesshall be as follows:
| **Repayment Dates** | ** ** | **Percentage of D Facility Outstandings** | ** ** |
|--------------------------|------------|---------------------------------------------------------------|------------|
| ** **               | ** ** | ** **                                                    | ** ** |
| 31 December 2008         |       | 0.25  per cent.                                          |       |
|                     |       |                                                          |       |
| 31 March 2009            |       | 47.75 per cent.                                          |       |
|                     |       |                                                          |       |
| 1 May 2009               |       | 47.75 per cent.                                          |       |

 

## **10.4****                        Repaymentof the Anton Acquisition Funds**

Therelevant Borrower(s) shall make such repayments as may be necessary to ensurethat on each of the dates set out in the table below (each an “**Anton Acquisition Funds Repayment Date**”) the aggregateamount of the Advance actually drawn down from the Anton Acquisition Funds isreduced by an amount equal to the percentage set out in the table belowprovided that the final Repayment Date shall be the Final Maturity Date for theD1 Facility and the aggregate amount of the Anton Acquisition Funds shall berepayable on such Anton Acquisition Funds Repayment Date.
| **Repayment Dates** | ** ** | **Percentage of Anton Acquisition Funds** | ** ** |
|--------------------------|------------|---------------------------------------------------------------|------------|
| ** **               | ** ** | ** **                                                    | ** ** |
| 31 March 2007            |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 30 June 2007             |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 30 September  2007       |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 31 December 2007         |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 31 March 2008            |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 30 June 2008             |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 30 September  2008       |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 31 December 2008         |       | 0.25 per cent.                                           |       |

 

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| **Repayment Dates** | ** ** | **Percentage of Anton Acquisition Funds** | ** ** |
|--------------------------|------------|---------------------------------------------------------------|------------|
|                     |       |                                                          |       |
| 31 March 2009            |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 30 June 2009             |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 30 September  2009       |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 31 December 2009         |       | 0.25 per cent.                                           |       |
|                     |       |                                                          |       |
| 31 December 2010    |       | 97 per cent.                                             |       |

 

## **10.5****                        Repaymentof Incremental Term Facility Outstandings**

Therelevant Borrower shall be required to make, with respect to each Tranche ofIncremental Term Facility Advances, to the extent then outstanding, scheduledamortisation payments of such Tranche of Incremental Term Facility Advances onthe dates (the “**Incremental Term FacilityRepayment Dates**”) and in the principal amounts set forth in therespective Incremental Term Facility Commitment Agreement (each such repayment,as the same may be reduced as provided in Clauses 12 (*Voluntary Prepayment*) and 13 (*Mandatory Prepayment*), an “**Incremental****TermFacility Scheduled Repayment**”).

## **10.6****                        NoReborrowing of Term Facility Advances**

NoBorrower may reborrow any part of any Term Facility which is repaid.

# **11.****                               CANCELLATION**

## **11.1****                        VoluntaryCancellation**

### **(a)****                                 **Subjectto Clause 11.2 (*Restriction*), aBorrower may, by giving to the Agent not less than 3 Business Days’ priorwritten notice to that effect, cancel the whole or any part (being a minimumamount of €1,000,000 and anintegral multiple of €1,000,000) of any Available Facility and any suchcancellation shall permanently reduce the relevant Available Commitments of theLenders proportionately.

### **(b)****                                 **Inthe event of certain refusals by a Lender as provided in Clause 45.7 (*Replacement of non-Instructing Group Lender*)to consent to certain proposed changes, waivers, discharges or terminationswith respect to this Agreement which have been approved by the InstructingGroup, a Borrower may, subject to the applicable requirements ofClause 45.7 (*Replacement ofnon-Instructing Group Lender*), upon five Business Days’ writtennotice by that Borrower to theAgent (which notice the Agent shall promptly transmit to each of the Lenders)terminate all or, as the case may be, any Commitment, if any, of such Lender,so long as:

#### **(i)****                                   **theOutstandings with respect to such Commitment being cancelled, together withaccrued and unpaid interest, fees and all other amounts, owing to such Lender(excluding amounts owing in respect of Outstandings of any other Facilitymaintained by such Lender which are not being repaid pursuant toClause 45.7 (*Replacement ofnon-Instructing Group Lender*)) are repaid

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#### concurrentlywith the effectiveness of such termination (at which time Part I ofSchedule 1 (*Lenders and Commitments*)shall be deemed modified to reflect such changed amounts); and

#### **(ii)****                               **aftergiving effect to such termination (and other adjustments to each Lender’sProportion of the Revolving Facility Commitment and/or related L/C Proportionof the remaining Lenders as contemplated below), none of the Revolving FacilityOutstandings of any remaining Lender shall exceed its Revolving FacilityCommitment.

### **(c)****                                 **Aftergiving effect to the termination of the Commitments of any Lender pursuant tothe provisions of paragraph (b) above, unless the respective Lendercontinues to have Term Facility Outstandings or other Commitments (if any)hereunder, such Lender shall no longer constitute a “Lender” for purposes ofthis Agreement, except with respect to indemnifications under this Agreement (including,without limitation, Clauses 18 (*Taxes*), 19 (*Increased Costs*), 33 (*Borrower’s Indemnities*),37 (*Sharing Among the Finance Parties*) and40 (*Costs and Expenses*)), which shallsurvive as to such repaid Lender.

### **(d)****                                 **Immediatelyafter the Revolving Facility Commitment of any Lender is terminated pursuant toparagraph (b) above, there shall occur automatic consequential adjustments(as determined by the Agent) in each Lender’s Proportion of Revolving FacilityCommitments (and as a result thereof in the related L/C Proportions) of theremaining Revolving Facility Lenders.

## **11.2****                        Restriction**

TheBorrowers may not give a notice of cancellation pursuant to Clause 11.1 (*Voluntary Cancellation*) in respect of any amount of theAvailable Term Facilities required to refinance, in full, the Existing CreditAgreement.

## **11.3****                        Notice ofCancellation**

Anynotice of cancellation given by any of the Borrowers pursuant toClause 11.1 (*Voluntary Cancellation*) shall beirrevocable and shall specify the date upon which such cancellation is to bemade and the amount of such cancellation.

## **11.4****                        Cancellationof Available Commitments**

Oneach Termination Date any Available Commitments in respect of the Facility towhich such Termination Date relates shall automatically be cancelled and theCommitment of each Lender in relation to such Facility shall automatically bereduced to zero.

# **12.****                               VOLUNTARYPREPAYMENT**

## **12.1****                        VoluntaryPrepayment**

### **(a)****                                 **EachBorrower shall, if it (or the Parent on its behalf) has given to the Agent notless than 3 Business Days’prior written notice to that effect, repay an Advance in whole or in part (butif in part, in an amount that reduces the Euro Amount of the relevant Advanceby a minimum amount of €1,000,000 and an integral multiple of

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### €1,000,000) together with accruedinterest on the amount repaid without premium or penalty but subject to thepayment of any Break Costs.

### **(b)****                                 **Inthe event of certain refusals by a Lender as provided in Clause 45.7 (*Replacement of non-Instructing Group Lender*)to consent to certain proposed changes, waivers, discharges or terminationswith respect to this Agreement which have been approved by the InstructingGroup, the relevant Borrower may, upon five Business Days’ written notice by anAuthorised Representative of that Borrower to the Agent (which notice the Agentshall promptly transmit to each of the Lenders) repay all Outstandings,together with accrued and unpaid interest, fees, and other amounts owing tosuch Lender (or owing to such Lender with respect to each Facility which gaverise to the need to obtain such Lender’s individual consent) in accordancewith, and subject to the requirements of, Clause 45.7 (*Replacement of non-Instructing Group Lender*)so long as:

#### **(i)****                                   **inthe case of the repayment of Revolving Facility Outstandings of any Lenderpursuant to this paragraph (b), the Revolving Facility Commitment of suchLender (if any), is terminated concurrently with such repayment (at which timePart I of Schedule 1 (*Lenders andCommitments*) shall be deemed modified to reflect the changedRevolving Facility Commitments); and

#### **(ii)****                               **inthe case of the repayment of any Term Facility Outstandings of any Lenderpursuant to this paragraph (b), the Term Facility Commitment of suchLender (if any) is terminated concurrently with such repayment (at which timePart I of Schedule 1 (*Lenders andCommitments*) shall be deemed modified to reflect the changed TermFacility Commitments).

## **12.2****                        Right ofPrepayment and Cancellation in relation to a single Lender**

Ifany Lender is owed any amounts as set out in paragraph (b) ofClause 21.1 (*Replacement of Lenders*),the Borrowers shall have the rights as set out in Clause 21.1 (*Replacement of Lenders*).

## **12.3****                        Applicationof Voluntary Prepayments**

### **(a)****                                 ****Order of Application**: Any repayment made pursuant to paragraph (a) of Clause 12.1 (*Voluntary Prepayment*) in respect of a Term Facility Advanceshall, subject to the provisions of paragraph (b) (*Waivable Voluntary Repayment*) of thisClause 12.3, be applied either:

#### **(i)****                                   **tothe prepayment of A Facility Advances, D1 Facility Advances, D2 FacilityAdvances and any Incremental Term Facility Advances pro rata to the respectiveTerm Facility Outstandings; in relation to each Facility such prepayment shallbe applied against all remaining Scheduled Repayments of such Facility pro ratato the respective amounts of such Scheduled Repayments; or

#### **(ii)****                               **ifthe Borrowers so elect, in the following order:

**(A)****                               **first to the prepayment, in direct orderof maturity, of Scheduled Repayments of Term Facilities which will be duewithin 15 months

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after the date of therespective voluntary prepayment, applied in respect of each Scheduled RepaymentDate to repay in full all Scheduled Repayments of all Term Facilities due onsuch Scheduled Repayment Date or, if the prepayment is insufficient to makesuch repayment in full in respect of a Scheduled Repayment Date, to theScheduled Repayments for each Facility due on such Scheduled Prepayment Date *pro rata* to the relative amounts of such ScheduledRepayments; and

**(B)**                                second, to the prepayment of A FacilityAdvances, D1 Facility Advances, D2 Facility Advances and any IncrementalTerm Facility Advances pro rata to the relevant Term Facility Outstandings (asreduced by the prepayments referred to in paragraph (A) above); inrelation to each Facility such prepayment shall be applied against allremaining Scheduled Repayments of such Facility pro rata to the respectiveamounts of such Scheduled Repayments.

### **(b)****                                 ****Waivable Voluntary Repayment**:  In relation to any repayment made pursuant toClause 12.1 (*Voluntary Prepayment*)in respect of a Term Facility Advance and without prejudice toparagraph (a) above, which is required to be applied to D FacilityAdvances, if on or prior to the date of the respective voluntary repaymentpursuant to this Clause 12, the Existing Borrower has given the Agentwritten notification that it has elected to give each Lender with D FacilityOutstandings the right to waive such Lender’s rights to receive such repayment(the “**Waivable Voluntary Repayment**”) theAgent shall notify such Lenders of such receipt and the amount of therepayments to be applied to each such Lender’s Proportion of D FacilityOutstandings, *provided* that in no event shallthe aggregate amount of any Waivable Voluntary Repayment exceed the aggregateprincipal amount of Term Facility Outstandings (excluding D FacilityOutstandings) after giving effect to any applications of payments (other thanany reallocation of the respective Waivable Voluntary Repayment pursuant tothis sub-paragraph (b)) to such other Term Facility Outstandings as aresult of the repayments then being made pursuant to this Clause 12.

**Waive Mechanics**: In the event any Lender with D Facility Outstandings desires to waiveits right to receive any such Waivable Voluntary Repayment in whole or in part,such Lender shall so advise the Agent no later than 5:00 p.m. fiveBusiness Days after the date of such notice from the Agent which notice shallalso include the amount the Lender desires to receive with respect to its DFacility Outstandings.  If the Lenderdoes not reply to the Agent within such five Business Day period, it will bedeemed acceptance of the total payment. If the Lender does not specify an amount it wishes to receive, it willbe deemed acceptance of 100 per cent. of the total payment.  In the event that any such Lender waives itsrights to any such Waivable Voluntary Repayment, the Agent shall apply100 per cent. of the amount so waived by such Lenders to:

**(x)****                                 **repay the Term Facility Outstandings(excluding the D Facility Outstandings) in accordance withsub-paragraph (a) above; and

**(y)****                              **to the extent in excess of the amount tobe applied pursuant to preceding clause (x), to reduce the Available RevolvingFacility on a *pro rata* basis based on therelative amounts of the Available Revolving Facility and the

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

**Cash Collateral**: If the Existing Borrower elects to give the notice described above inthis sub-paragraph (b) with respect to any voluntary repayment, the amountof the respective Waivable Voluntary Repayment shall be deposited with theAgent on the date the voluntary repayment is otherwise made pursuant tosub-paragraph (a) above (and held by the Agent as cash collateral for theD Facility Outstandings and, but only to the extent Lenders with D FacilityOutstandings waive their right to receive their share of the Waivable VoluntaryRepayment, for the benefit of all Lenders in a cash collateral account whichshall permit the investment thereof in Cash Equivalents reasonably satisfactoryto the Agent until the proceeds are applied to the applicable Outstandings) andthe respective repayment shall not be required to be made until the seventhBusiness Day occurring after the date the respective repayment would otherwisehave been required to be made.

**Partial Waiver of Repayment**: Notwithstanding anything to the contrary contained above, if one or moreLenders holding D Facility Outstandings waives its right to receive all or anypart of any Waivable Voluntary Repayment, but less than all the Lenders holdingthe respective D Facility Outstandings waive in full their right to receive100 per cent. of the total payment otherwise required with respect to therespective D Facility Outstandings, then of the amount actually applied to therepayment of the respective D Facility Outstandings of Lenders which havewaived in part, but not in full, their right to receive 100 per cent. ofsuch repayment, such amount shall be applied to each D Facility Advance of therespective D Facility Outstandings on a *pro rata* basis(so that each Lender holding D Facility Outstandings shall, after giving effectto the application of the respective repayment, maintain the same percentage(as determined for such Lender, but not the same percentage as the otherLenders hold and not the same percentage held by such Lender prior torepayment) of each D Facility Advance which remains outstanding after givingeffect to such application).  For theavoidance of doubt any amount to be applied in accordance with this paragraphshall only apply to such portion (if any) of the D Facility Outstandingswhich such D Facility Lender has not waived.

## **12.4****                        Releasefrom Obligation to make Advances**

ALender for whose account a repayment is to be made under Clause 12.2 (*Right of Prepayment and Cancellation in relation to a single Lender)*shallnot be obliged to participate in the making of Advances (including RevolvingFacility Advances) or in the issue or counter-guarantee in respect ofDocumentary Credits on or after the date upon which the Agent receives therelevant notice of intention to repay such Lender’s share of the Outstandings,on which date all of such Lender’s Available Commitments shall be cancelled andall of its Commitments shall be reduced to zero.

## **12.5****                        Notice ofRepayment**

Anynotice of repayment given by the Borrowers or the Parent, as the case may be,pursuant to Clauses 12.1 (*Voluntary Prepayment*)or 12.2 (*Right of Prepayment and Cancellation in relation toa single Lender*) shall be irrevocable, shall specify the date uponwhich such repayment is to be made and the amount of such repayment and shalloblige that Borrower to make such repayment on such date.

 

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## **12.6****                        Restrictionson Repayment**

NoObligor shall repay all or any part of any Advance (including, at any time, aRevolving Facility Advance) except at the times and in the manner expresslyprovided for in this Agreement.

## **12.7****                        Cancellationupon Repayment**

Noamount repaid under this Agreement may subsequently be reborrowed other thanany amount of a Revolving Facility Advance or, as the case may be, a SwinglineFacility Advance repaid in accordance with Clause 9.1 (*Repayment of Revolving Facility Advances*) and upon anyrepayment (other than in respect of a Revolving Facility Advance, as aforesaid)the availability of the relevant Facility shall be reduced by an amountcorresponding to the amount of such repayment and the Available Commitment ofeach Lender in relation to that Facility shall be cancelled in an amount equalto such Lender’s Proportion of the amount repaid.  In the event the proceeds of any repaymentapplied in accordance with Clauses 12 (*VoluntaryPrepayment*) and 13 (*MandatoryPrepayment*) exceeds the amount of Term Facility Outstandings at suchtime, any such excess shall be applied to permanently reduce the AvailableRevolving Facility.

# **13.****                               MANDATORYPREPAYMENT**

## **13.1****                        Repaymentfrom Net Proceeds**

### **(a)****                                 ****Equity Issue:** The Parent shall procure that on each date onwhich the Parent or any of its Subsidiaries (other than a member of the CEALGroup to which the CEAL Exception Conditions apply) receives any net cashproceeds from any sale or issuance of Preferred Stock or common equity of (orcash capital contributions to) the Parent or any of its Subsidiaries an amountequal to 50 per cent. of the Net Cash Proceeds of the respective equityissuance or capital contribution shall be applied in accordance withClause 13.3 (*Application of MandatoryPrepayments*), other than in relation to:

#### **(i)****                                   **theissuances of the Parent Common Stock in accordance with any employee incentiveplan of the Parent and its Subsidiaries (including as a result of the exerciseof any options with respect thereto) in an aggregate amount not to exceed€30,000,000 in any fiscal year of the Parent;

#### **(ii)****                               **theequity contributions to any Subsidiary of the Parent made by the Parent or anyother Subsidiary of the Parent;

#### **(iii)****                           **theissuance of shares specifically for the Refinancing of the Senior SubordinatedNotes and/or the Parent Preferred Stock and/or New Senior Subordinated Notes;and

#### **(iv)****                              **theissuance of the Parent Common Stock in an aggregate amount not to exceed€3,000,000 in any fiscal year of the Parent.

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

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### **(b)****                                 ****Asset Sale:** The Parent shall procure that on each date uponwhich the Parent or any of its Subsidiaries (other than a member of the CEALGroup to which the CEAL Exception Conditions apply) receives Net Sale Proceedsfrom any Asset Sale (including, for the avoidance of doubt, in relation to anysale, lease or disposal of CEAL or all or substantially all of the assets ofthe CEAL Group) , an amount equal to 100 per cent. of the Net SaleProceeds from such Asset Sale shall be applied in accordance withClause 13.3 (*Application of MandatoryPrepayments*) provided that (save in respect of any Asset Sale inrelation to any sale, lease or disposal of CEAL or all or substantially all ofthe assets of the CEAL Group), so long as no Default or Event of Default thenexists, up to €50,000,000 of the Net Sale Proceeds of Asset Sales (other thanin relation to any sale, lease or disposal of CEAL or all or substantially allof the assets of the CEAL Group) effected in accordance with Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*) shall not be required to be applied in accordance withClause 13.3 (*Application of MandatoryPrepayments*) on the date of the receipt thereof to the extent thatsuch Net Sale Proceeds shall be used (A) to effect Permitted Acquisitions, (B)to purchase replacement equipment and/or (C) make additional CapitalExpenditures, in each case in accordance with the requirements of thisAgreement, within 360 days following such date and if all or any portionof such Net Sale Proceeds not so required to be applied are not so utilisedwithin 360 days after the date of the receipt of such Net Sale Proceeds,then such remaining portion shall be applied on the date falling 360 daysafter the date of receipt of such Net Sale Proceeds in accordance with therequirements of this paragraph (b).

Concurrently with each delivery of financialstatements pursuant to paragraph (a) (*QuarterlyFinancial Statements*) or (b) (*Annual FinancialStatements*) ofClause 23.1 (*Information Covenants*), the Parent shall also deliver acertificate setting forth in reasonable detail the calculation of:

**(1)****                                **the dates and amount of Net Sale Proceedsfor each Assets Sale which occurred during the respective fiscal quarter oryear, which Net Sale Proceeds were not applied to repay principal of TermFacility Outstandings (or to reduce Commitments) pursuant to thisparagraph (b));

**(2)****                                **the amount of Net Sale Proceeds fromAsset Sales previously effected (identifying the date of the respective AssetSales) applied during the respective fiscal quarter or year pursuant to thisparagraph (b); and

**(3)****                                **any amount of Net Sale Proceeds inrespect of which the 360 day period referenced above has lapsed during therespective fiscal quarter or year without the Net Sale Proceeds having beenapplied as contemplated by this paragraph (b).

Notwithstanding anything to the contrary above, incases where the amount required to be repaid by any Borrower on any datepursuant to the foregoing would be less than €1,000,000, the relevant Borrowermay defer the required repayment until the first date upon which the aggregateamount which would be required to be applied pursuant to this paragraph (b)would equal or exceed €1,000,000.

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

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

### **(c)****                                 ****Indebtedness:** The Parent shall procure that on each date onwhich the Parent or any of its Subsidiaries (other than a member of the CEALGroup to which the CEAL Exception Conditions apply) receives any cash proceedsfrom any incurrence of Indebtedness (other than Indebtedness permitted inaccordance with Clause 26.4 (*Indebtedness*)and Indebtedness under any Finance Document) for borrowed money, an amountequal to 100 per cent. of the Net Cash Proceeds of such Indebtedness shallbe applied in accordance with Clause 13.3 (*Application of Mandatory Prepayments*).

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

### **(d)****                                 ****Insurance Claims:** The Parent shall procure that within10 days following each date on which the Parent or any of its Subsidiaries(other than a member of the CEAL Group to which the CEAL Exception Conditionsapply) receives any proceeds from any Recovery Event, an amount equal to100 per cent. of the proceeds of such Recovery Event (net of reasonablecosts including, without limitation, legal costs and expenses, and taxesincurred in connection with such Recovery Event) shall be applied in accordancewith Clause 13.3 (*Application ofMandatory Prepayments*)provided that:

#### **(i)****                                   **anynet proceeds from Recovery Events received by the Parent and/or itsSubsidiaries during any fiscal year of the Parent equal to or less than€10,000,000 shall be excluded; and

#### **(ii)****                               **ifthe net proceeds from Recovery Events received by the Parent and its Subsidiarieswhen aggregated with the net proceeds received from any other Recovery Eventsduring any fiscal year of the Parent are greater than €10,000,000, then so longas no Default or Event of Default then exists and to the extent that:

**(A)****                              **the amount of such proceeds which are inexcess of €10,000,000, together with other cash available to the Parent andpermitted to be spent by it on Capital Expenditures during the relevant periodpursuant to Clause 24.1 (*CapitalExpenditures*) (without regard to Clause 24.1(c)(i) (*Capital Expenditures*) in the case of suchother cash), equals 100 per cent. of the cost of replacement orrestoration of the properties or assets in respect of which such proceeds werepaid as determined by the Parent in good faith;

**(B)****                              **the Parent has delivered to the Agent acertificate on or prior to the date the payment would otherwise be requiredpursuant to this Clause 13.1(d) certifying its determination as requiredby sub-paragraph (A); and

**(C)****                              **the Parent has delivered to the Agentsuch evidence as the Agent may reasonably request in form, scope and substancereasonably

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satisfactory to the Agent establishing that the Parentreasonably expects to have sufficient resources available to it (including,without limitation, cash, revenues and insurance proceeds, such that the Parentand its Subsidiaries can reasonably be expected to satisfy all obligations ofthe Parent and its Subsidiaries without any unreasonable delay or extensionthereof) for the period from the date of the event giving rise to the RecoveryEvent and continuing through the completion of the replacement or restorationof respective properties or assets,

then the entire amount of the proceeds of suchRecovery Event shall be deposited with the Agent pursuant to a cash collateralarrangement reasonably satisfactory to the Agent and the Parent whereby suchproceeds shall be disbursed to the Parent or its order from time to time asneeded to pay actual costs incurred by it in connection with the replacement orrestoration of the respective properties or assets (pursuant to such reasonablecertification requirements as may be established by the Agent), *provided further* that at any time while an Event of Defaulthas occurred and is continuing, the Instructing Group may direct the Agent (inwhich case the Agent shall, and is hereby authorised by the Parent and theBorrowers to, follow said directions) to apply any proceeds then on deposit insuch collateral account to the repayment of the Outstandings hereunder in thesame manner as proceeds would be applied pursuant to Clause 6.3 (*Application of Proceeds*) of theIntercreditor Deed and provided further, that if any portion of such proceedsis not required to be applied as required by the Instructing Group and suchproceeds are either (aa) not so used or committed to be so used within oneyear after the date of the respective Recovery Event, such proceeds shall beapplied on the first anniversary date of the respective Recovery Event or (bb)if committed to be used within one year after the date of receipt of suchproceeds and not so used within two years after the date of the respectiveRecovery Event, such proceeds shall be applied on the second anniversary dateof the respective Recovery Event, in each case in accordance with the requirementsof Clause 13.3 (*Application ofMandatory Prepayments*).

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

### **(e)****                                 ****Permitted Receivables Transactions:**On each date upon whichthe Parent or any of its Subsidiaries (other than a member of the CEAL Group towhich the CEAL Exception Conditions apply) receives Permitted ReceivablesTransaction Proceeds, the Parent or the relevant Subsidiary shall:

#### **(i)****                                   **solong as no Event of Default has occurred and is continuing at the time ofreceipt by the Parent or any of its Subsidiaries, as the case may be, of suchPermitted Receivables Transaction Proceeds:

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

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retain 100% of the relevant Permitted ReceivablesTransaction Proceeds; or

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

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

and provided that the maximum aggregate amount of allApplicable Proceeds to be retained by the Parent and its Subsidiaries shall notexceed €250,000,000; and

#### **(ii)****                               **ifat any time an Event of Default has occurred and is continuing, be required toapply in accordance with Clause 13.3 (*Application of MandatoryPrepayments*) an amount equal to 100 per cent. of such PermittedReceivables Transaction Proceeds received after the occurrence of such Event ofDefault, to the extent that the amount of the Permitted Receivables TransactionOutstandings immediately following receipt of such Permitted ReceivablesTransaction Proceeds exceeds the amount of the Permitted ReceivablesTransaction Outstandings immediately before receipt of such PermittedReceivables Transaction Proceeds.

Notwithstanding anything to the contrary contained inthis paragraph (e), in cases where the amount required to be repaid by anyBorrower on any date would be less than €1,000,000, the relevant Borrower maydefer the respective required repayment until the first date upon which theaggregate amount which would (but for this sentence) be required to be appliedpursuant to this paragraph (e) (giving effect to the receipt of proceedson such date, together with any such proceeds received prior to such date whichhave not yet been applied pursuant to this paragraph (e) and any receiptsthereafter) would equal or exceed €1,000,000.

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For the purposes of this Clause 13.1(e):

“**Applicable Proceeds**”means Permitted Receivables Transaction Proceeds but excluding in any eventproceeds of subsequent sales of Receivables Facility Assets pursuant to aPermitted Receivables Transaction after the initial sale date except to theextent to which the respective sale increases Permitted Receivables TransactionOutstandings under Permitted Receivables Transactions (including for theavoidance of doubt, any Permitted Receivables Transaction entered into prior tothe Fifth Amendment and Restatement Effective Date) to an amount in excess ofthe highest amount of Permitted Receivables Transaction Outstandings previouslyattained

“**Adjusted PermittedReceivables Transaction Outstandings**” means, at any time, thehighest amount of Permitted Receivables Transaction Outstandings attained on orprior to such time.

## **13.2****                        Repaymentfrom Excess Cash Flow**

TheParent shall procure that on each Excess Cash Flow Payment Date, an amountequal to the Applicable Excess Cash Flow Percentage of Excess Cash Flow (otherthan any amounts from Excess Cash Flow previously applied in accordance withClause 12.3 (*Application of VoluntaryPrepayments*)) for the relevant Excess Cash Flow Payment Period shallbe applied in accordance with Clause 13.3 (*Applicationof Mandatory Prepayments*).

## **13.3****                        Applicationof Mandatory Prepayments**

### **(a)****                                 ****Order of Application**

Each amount referred to in Clause 13.1 (*Repayment from Net Proceeds*) or Clause 13.2 (*Repayment from Excess Cash Flow*) shall, subject to theprovisions of paragraph (b) of Clause 13.3 (*Bond Offerings*) and to the provisions ofparagraph (c) (*Waivable MandatoryRepayment*) of this Clause 13.3, be applied:

#### **(i)****                                   **first,to the prepayment of A Facility Advances, D1 Facility Advances, D2 FacilityAdvances and Incremental Term Facility Advances pro rata to the respective TermFacility Outstandings; in relation to each Facility such prepayment shall beapplied either:

**(A)****                                              **against all remaining ScheduledRepayments of such Facility pro rata to the respective amounts of suchScheduled Repayments; or

**(B)****                                              **if the Borrower so elects, in thefollowing order:

**(I)****                       **first, to the prepayment, in direct orderof maturity of Scheduled Repayments for such Facility which will be due within15 months after the date of mandatory prepayment; and

**(II)****                   **thereafter, to the prepayment of allremaining Scheduled Repayments of such Facility pro rata to the respectiveamounts of such Scheduled Repayments; and

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#### **(ii)****                               **second,to repay Revolving Facility Outstandings with a corresponding permanentreduction in Revolving Facility Commitments.

### **(b)****                                 ****Bond Offerings**: Notwithstanding the provisions of paragraphs(a) above, the first €70,000,000 of Net Cash Proceeds referred to inparagraph (c) (*Indebtedness*)of Clause 13.1 (*Repayment from NetProceeds*) received from any incurrence of Indebtedness relating toany issuance of bonds by the Parent or any of its Subsidiaries at any time duringthe period ending on the date falling 6 months after the Effective Date shall,subject to the provisions of paragraph (c) of this Clause 13.3, beapplied:

#### **(i)****                                   **first,to the prepayment of D1 Facility Advances and D2 Facility Advances, pro rata tothe D Facility Outstandings and against all remaining Scheduled Repayments ofeach such Facility pro rata to the respective amounts of such ScheduledRepayments; and

#### **(ii)****                               **second,to the prepayment of A Facility Advances, D1 Facility Advances and D2 FacilityAdvances, pro rata to the respective Term Facility Outstandings; in relation toeach Facility such prepayment shall be applied against all remaining ScheduledRepayments of such Facility pro rata to the respective amounts of suchScheduled Repayments.

### **(c)****                                 ****Waivable Mandatory Repayment**:  In relation to any repayment made pursuant toClause 13.1 (*Repayment from NetProceeds*) or Clause 13.2 (*Repaymentfrom Excess Cash Flow*) which is required to be applied to D FacilityAdvances, if on or prior to the date of such repayment pursuant to thisClause 13, the Existing Borrower has given the Agent written notificationthat it has elected to give each Lender with D Facility Outstandings theright to waive such Lender’s rights to receive such repayment (the “**Waivable Mandatory Repayment**”) the Agent shall notify suchLenders of such receipt and the amount of the repayments to be applied to eachsuch Lender’s Proportion of D Facility Outstandings, provided that in no eventshall the aggregate amount of any Waivable Mandatory Repayment exceed the sumof (x) the aggregate principal amount of Term Facility Outstandings (excludingD Facility Outstandings) after giving effect to any applications of payments(other than any reallocation of the respective Waivable Mandatory Repaymentpursuant to this paragraph (c)) to such other Term Facility Outstandingsas a result of the repayments then being made pursuant to this Clause 13and (y) the Available Revolving Facility as same will be in effect after givingeffect to any reductions thereto (other than as a result of any reallocation ofthe respective Waivable Mandatory Repayment pursuant to this Clause 13)concurrently being made.

**Waiver Mechanics**: In the event any such Lender with D Facility Outstandings desires towaive such Lender’s right to receive any such Waivable Mandatory Repayment inwhole or in part, such Lender shall so advise the Agent no later than5:00 p.m. five Business Days after the date of such notice from the Agentwhich notice shall also include the amount the Lender desires to receive withrespect to its D Facility Outstandings. If the Lender does not reply to the Agent within such five Business Dayperiod, it will be deemed acceptance of the total payment.  If the Lender does not specify an amount itwishes to receive, it will be deemed acceptance of 100 per cent. of thetotal payment.  In the event that anysuch Lender waives such Lender’s rights to any such Waivable MandatoryRepayment, the Agent shall apply 100 per cent. of the amount so waived bysuch Lenders to (x) repay the Term Facility

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Outstandings (excluding the D Facility Outstandings)in accordance with paragraph (a) above and (y) to the extent in excess ofthe amount to be applied pursuant to preceding clause (x), to reduce theAvailable Revolving Facility on a *pro rata* basisbased on the relative amounts of the Available Revolving Facility and theRevolving Facility Outstandings (in each case as in effect before giving effectto such reduction).

**Cash Collateral**: If the Existing Borrower elects to give the notice described above inthis paragraph (c) with respect to any such repayment, the amount of therespective Waivable Mandatory Repayment shall be deposited with the Agent onthe date such repayment is otherwise made pursuant to paragraph (a) above(and held by the Agent as cash collateral for the D Facility Outstandings and,but only to the extent Lenders with D Facility Outstandings waive their rightto receive their share of the Waivable Mandatory Repayment, for the benefit ofall Lenders in a cash collateral account which shall permit the investmentthereof in Cash Equivalents reasonably satisfactory to the Agent until theproceeds are applied to the applicable Outstandings) and the respectiverepayment shall not be required to be made until the seventh Business Dayoccurring after the date the respective repayment would otherwise have beenrequired to be made.

**Partial Waiver of Repayment**: Notwithstanding anything to the contrary contained above, if one or moreLenders holding D Facility Outstandings waives its right to receive all or anypart of any Waivable Mandatory Repayment, but less than all the Lenders holdingthe respective D Facility Outstandings waive in full their right to receive100 per cent. of the total payment otherwise required with respect to therespective D Facility Outstandings, then of the amount actually applied to therepayment of the respective D Facility Outstandings of Lenders which havewaived in part, but not in full, their right to receive 100 per cent. ofsuch repayment, such amount shall be applied to each D Facility Advance of therespective D Facility Outstandings, on a *pro rata*basis (so that each Lender holding D Facility Outstandings shall, aftergiving effect to the application of the respective repayment, maintain the samepercentage (as determined for such Lender, but not the same percentage as theother Lenders hold and not the same percentage held by such Lender prior torepayment) of each D Facility Advance which remains outstanding after givingeffect to such application).  For theavoidance of doubt any amount to be applied in accordance with thisparagraph shall only apply to such portion (if any) of the D FacilityOutstandings which such D Facility Lender has not waived.

### **(d)****                                  RevolvingFacility**:  Any repayment of anyRevolving Facility Outstandings under this Agreement shall be applied firstagainst Revolving Facility Advances and when all Revolving Facility Advanceshave been repaid in full, to provide cash collateral in respect of anyOutstanding L/C Amounts.

# **14.****                               INTERESTON REVOLVING AND SWINGLINE FACILITY ADVANCES**

## **14.1****                        InterestPayment Date for Revolving Facility Advances**

Oneach Repayment Date (and, if the Term of any Revolving Facility Advance exceeds3 months, on the expiry of each period of 3 months during such Term) eachBorrower shall pay accrued interest on each Revolving Facility Advance made toit.

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## **14.2****                        InterestRate for Revolving Facility Advances**

Therate of interest applicable to each Revolving Facility Advance during its Termshall be the rate per annum which is the sum of the Applicable Margin for theRevolving Facility, the Associated Costs Rate for such Advance at such time andEURIBOR or, in relation to any Revolving Facility Advance denominated in anOptional Currency, LIBOR, for the relevant Term.

## **14.3****                        InterestRate for Swingline Facility Advances**

Therate of interest applicable to each Swingline Facility Advance during its Termshall be the rate per annum which is the sum of the Associated Costs Rate forsuch Advance at such time and:

### **(a)****                                 **inrelation to a Dollar Swingline Facility Advance, the sum of the ApplicableMargin for Dollar Swingline Facility Advances and the higher of (i) the PrimeLending Rate at such time and (ii) the sum of 0.50 per cent. and theFederal Funds Rate at such time; and

### **(b)****                                 **inrelation to a Euro Swingline Facility Advance, the sum of the Applicable Marginfor Euro Swingline Facility Advances and EURIBOR at such time,

forthe relevant Term.

## **14.4****                        ApplicableMargin Ratchet for Revolving Facility Advances after Event of Default**

Uponthe occurrence of any Event of Default, the Applicable Margin for the RevolvingFacility and the Swingline Facility shall revert to the Revolving FacilityMargin so long as such Event of Default is continuing.

# **15.****                               INTERESTON TERM FACILITY ADVANCES**

## **15.1****                        InterestPeriods for Term Facility Advances**

Theperiod for which a Term Facility Advance is outstanding shall be divided intosuccessive periods (each an “**Interest Period**”) each of which(other than the first) shall start on the last day of the preceding suchperiod and any Interest Period which begins during or at the same time as anyother Interest Period in respect of a Term Facility Advance made under the sameTerm Facility shall end at the same time as that other Interest Period.

## **15.2****                        Duration**

Theduration of each Interest Period shall, save as otherwise provided in thisAgreement, be 1, 2, 3 or 6 months, in each case as the AuthorisedRepresentative of the applicable Borrower may by not less than three BusinessDays’ prior notice to the Agent select or such other period as the Lenders mayagree, provided that:

### **(a)****                                 **ifthat Borrower (or the Parent) fails to give such notice of selection inrelation to an Interest Period, the duration of that Interest Period shall,subject to the other provisions of this Clause 15, be 1 month;

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### **(b)****                                 **priorto the Syndication Date, unless the Agent otherwise specifies, the duration ofeach Interest Period shall be 1 month (or, if less, such duration necessary toensure that such Interest Period ends on the Syndication Date); and

### **(c)****                                 **anyInterest Period that would otherwise end during the month preceding or extendbeyond a Repayment Date relating to the relevant Term Facility Outstandingsshall be of such duration that it shall end on that Repayment Date if necessaryto ensure that there are Advances under the relevant Facility with InterestPeriods ending on the relevant Repayment Date in a sufficient aggregate amountto make the repayment due on that Repayment Date.

## **15.3****                        Divisionof Term Facility Advances**

Subjectto the requirements of Clause 15.2 (*Duration*) aBorrower may, by not less than 5 Business Days’ prior notice to the Agent,direct that any Term Facility Advance borrowed by it shall, at the beginning ofthe next Interest Period relating to it, be divided into (and thereafter, saveas otherwise provided in this Agreement, be treated in all respects as) two ormore Advances in such amounts (equal in aggregate to the Euro Amount of theTerm Facility Advance being so divided) as shall be specified by that Borrower insuch notice provided that that Borrower shall not be entitled to make such adirection if any Term Facility Advance thereby coming into existence would havea Euro Amount of less than €1,000,000.

## **15.4****                        Payment ofInterest for Term Facility Advances**

Onthe last day of each Interest Period (or if such day is not aBusiness Day, on the immediately succeeding Business Day in the then currentcalendar month (if there is one) or the preceding Business Day (if there isnot)), and if the relevant Interest Period exceeds 3 months, on the expiryof each 3 month period during that Interest Period, each Borrower shall payaccrued interest on the Term Facility Advance to which such Interest Periodrelates.

## **15.5****                        InterestRate for Term Facility Advances**

Therate of interest applicable to a Term Facility Advance at any time during anInterest Period relating to it shall be the rate per annum which is the sum ofthe Applicable Margin for the relevant Term Facilities, the Associated CostsRate for such Advance at such time and EURIBOR or, in relation to any TermFacility Advance then denominated in an Optional Currency, LIBOR, for suchInterest Period.

## **15.6****                        ApplicableMargin Ratchet for Term Facility Advances after Event of Default**

Uponthe occurrence of any Event of Default, the Applicable Margin with respect tothe A Facility shall revert to the A Facility Margin so long as the Eventof Default is continuing.

# **16.****                               MARKETDISRUPTION AND ALTERNATIVE INTEREST RATES**

## **16.1****                        MarketDisruption**

If,in relation to any Interest Period or Term:

### **(a)****                                 **theRelevant Interbank Rate is to be determined by reference to the Reference Banksor Federal Funds brokers, as the case may be, and, at or about 11.00 a.m.on the Quotation Date for such Interest Period or Term, none or only one of theReference

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### Banks orFederal Funds brokers, as the case may be, supplies a rate for the purpose ofdetermining the Relevant Interbank Rate for the relevant period; or

### **(b)****                                 **beforethe close of business in London on the Quotation Date for such Interest Periodor Term (or in relation to a Swingline Advance, before 1:00 p.m. onany day), the Agent has been notified by a Lender or each of a group ofLenders to whom in aggregate 35 per cent. or more of the relevant Advanceis owed (or, in the case of an undrawn Advance, if made, would be owed) thatthe cost to it of obtaining matching deposits for the relevant Advance in theRelevant Interbank Market would be in excess of the Relevant Interbank Rate,

thenthe Agent shall notify the Parent and the Lenders of such event and,notwithstanding anything to the contrary in this Agreement, Clause 16.2 (*Substitute Interest Period and Interest Rate*) shall apply(if the relevant Advance is a Term Facility Advance which is alreadyoutstanding or a Rollover Advance).  Ifeither paragraph (a) or (b) applies to a proposed Advance other than aRollover Advance, such Advance shall not be made.

## **16.2****                        SubstituteInterest Period and Interest Rate**

### **(a)****                                 **Ifparagraph (a) of Clause 16.1 (*Market Disruption*)applies (i) to an Advance (other than a Swingline Advance), the duration of therelevant Interest Period or Term shall be 1 month, (ii) to a Swingline Advance,the duration of the relevant Term shall be 5 Business Days or (iii) ineach case, if less, such that it shall end on the next succeeding RepaymentDate.

### **(b)****                                 **Ifeither paragraph of Clause 16.1 (*Market Disruption*)applies to an Advance, the rate of interest applicable to each Lender’s portionof such Advance during the relevant Interest Period or Term shall (subject toany agreement reached pursuant to Clause 16.3 (*AlternativeRate*)) be the rate per annum which is the sum of:

#### **(i)****                                   **theApplicable Margin;

#### **(ii)****                               **therate per annum notified to the Agent by such Lender before the last day ofsuch Interest Period or Term to be that which expresses as a percentage rateper annum the cost to such Lender of funding from whatever sources it mayselect its portion of such Advance during such Interest Period or Term; and

#### **(iii)****                           **theAssociated Costs Rate, if any, applicable to such Lender’s participation in therelevant Advance.

## **16.3****                        AlternativeRate**

If:

### **(a)****                                 **Clause 16.1(*Market Disruption*) applies; or

### **(b)****                                 **byreason of circumstances affecting the Relevant Interbank Market during anyperiod of 3 consecutive Business Days, the Relevant Interbank Rate (asappropriate) is not available to prime banks in the Relevant Interbank Market,

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then,if the Agent or the Parent so requires, the Agent and the Parent shall enterinto negotiations with a view to agreeing an alternative basis within one month:

#### **(i)****                                   **fordetermining the rate of interest from time to time applicable to Advances;and/or

#### **(ii)****                               **uponwhich the Advances may be maintained (whether in euro or some other currency)thereafter,

andany such alternative basis that is agreed shall take effect in accordance withits terms and be binding on each party to this Agreement, provided that theAgent may not agree any such alternative basis without the prior consent ofeach Lender.

# **17.****                               COMMISSIONSAND FEES**

## **17.1****                        CommitmentFees**

TheExisting Borrower shall pay to the Agent for the account of each Arranger (withrespect to the period from the date of the Commitment Letter) and each Lender(with respect to the period from the Effective Date), a commitment commissionon the aggregate amount of such Lender’s Available Commitment (if any) inrespect of each Facility, from day to day during the period beginningon the date of the Commitment Letter and ending on the relevant TerminationDate, such commitment commission to be calculated at the applicable percentagerate per annum set out below and payable on the Initial Borrowing Date andthereafter in arrear on the last day of each successive period of 3 monthswhich ends during such period and on the Termination Date for the relevantFacility.

| Facility   | ** ** | **Percentage Rate**  |
|------------|------------|----------------------|
| ** ** | ** ** | ** **           |
| Revolving  |       | 0.75 per  cent. |
|       |       |                 |
| A          |       | 0.50 per  cent. |
|       |       |                 |
| B          |       | 0.50 per  cent. |
|       |       |                 |
| D          |       | 0.50 per  cent. |

 

Forthe purposes of this Clause 17.1, Available Commitment shall include thecommitment of the Arrangers under the Commitment Letter (it being agreed thatthe undrawn and uncancelled commitment under the Commitment Letter is for anamount not exceeding €730,000,000).

## **17.2****                        UnderwritingFee**

TheExisting Borrower shall pay to the Arrangers the fees specified in the letter dated on or about the date of the CommitmentLetter from the Arrangers to the Parent and the Existing Borrower at thetimes and in the amounts specified in such letter.

## **17.3****                        Agency Fee**

TheExisting Borrower shall pay to the Agent for its own account the fees specifiedin the letter dated on or about thedate of the Commitment Letter from the Agent to the Parent and theExisting Borrower at the times and in the amounts specified in such letter.

 

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## **17.4****                        IncrementalFacility Fee**

Therelevant Borrower(s) shall pay to the relevant Incremental Revolving FacilityLender or Incremental Term Facility Lender, as the case may be, for its ownaccount the fees agreed between such Borrower(s) and the relevant Lender at thetimes and in the amount specified in the relevant Incremental FacilityCommitment Agreement.

## **17.5****                        DocumentaryCredit Fee**

Therelevant Borrower shall, in respect of each Documentary Credit, pay to theAgent for the account of each Indemnifying Lender (for distribution inproportion to each Indemnifying Lender’s L/C Proportion of such DocumentaryCredit) a documentary credit fee (a) at any time prior to the occurrence of aSharing Event, in the currency in which the relevant Documentary Credit is denominatedand (b) at any time on or after the occurrence of a Sharing Event, in euros, ata rate 0.25 per cent. per annum applied on the Outstanding L/C Amount inrelation to such Documentary Credit. Such documentary credit fee shall be paid in arrear on the last BusinessDay of each March, June, September and December which begins during the Term ofthe relevant Documentary Credit and on the relevant Expiry Date.  Accrued Documentary Credit fees shall also bepayable on the cancelled amount of any Revolving Facility Commitment at thetime such cancellation is effective, if the Revolving Facility Commitment iscancelled in full and a Documentary Credit is repaid in full.

## **17.6****                        L/C BankFee**

Therelevant Borrower shall pay to the L/C Bank a fronting fee (a) at any timeprior to the occurrence of a Sharing Event, in the currency in which therelevant Documentary Credit is denominated and (b) at any time on or after theoccurrence of a Sharing Event, in euros, at a rate 0.25 per cent. perannum applied on the Outstanding L/C Amount in relation to such DocumentaryCredit provided that in no event shall such fronting fee be less than €500 (orits equivalent).  Such fronting fee shallbe paid in arrear on the last Business Day of each March, June, September andDecember which begins during the Term of the relevant Documentary Credit and onthe relevant Expiry Date.  Accruedfronting fees shall also be payable on the cancelled amount of any RevolvingFacility Commitment at the time such cancellation is effective, if theRevolving Facility Commitment is cancelled in full and a Documentary Credit isrepaid in full.

# **18.****                               TAXES**

## **18.1****                        Tax Gross-up**

### **(a)****                                 **Exceptas provided in paragraph (c) below, each payment made by an Obligor undera Finance Document shall be made by it without reduction for any TaxDeduction.  In the event of a TaxDeduction, the amount of the payment due shall, unless paragraph (c) belowapplies, be increased to an amount so that, after the required Tax Deduction ismade, the payee receives an amount equal to the amount it would have receivedhad no Tax Deduction been required.

### **(b)****                                 **Ifa Tax Deduction is required by Law to be made by the Agent or the SecurityTrustee from any payment to any Finance Party which represents an amount oramounts received from an Obligor, that Obligor shall, unless paragraph (c)below applies, pay directly to that Finance Party an amount which, after makingthe required 

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### Tax Deduction enables the payee of that amount to receive an amountequal to the payment which it would have received if no Tax Deduction had beenrequired.

### **(c)****                                 **AnObligor is not required to make a Tax Payment to a Lender under paragraphs (a)or (b) above for a Tax Deduction in respect of any payment to that Lender underthe Finance Documents where that Lender has not provided forms required to beprovided under paragraph (e) or (f) hereof with respect to that payment.

### **(d)****                                 **AnObligor shall timely deposit any Tax Deduction it makes to the relevant taxingauthority.  Within 45 days, theObligor making that Tax Deduction shall deliver to the Agent for the FinanceParty entitled to the payment to which such Tax Deduction or payment relates a certificationof receipt of payment by the relevant taxing authority or other evidence whichis reasonably satisfactory to that Finance Party that the Tax Deduction orother payment has been made to the relevant tax authority.

### **(e)****                                 **EachLender (other than a U.S. Lender) shall deliver to the Existing Borrower andthe Parent on or before the Initial Borrowing Date (if sooner, the date of thefirst payment, to such Lender under any of the Finance Documents) two accurateand complete original signed copies of:

#### **(i)****                                   **aduly completed United States of America Internal Revenue Service Form W-8BEN(or such Form as may replace it) relating to exemption from withholding inrespect of payments made by the Existing Borrower to that Lender under theFinance Documents:

**(A)****                              **claiming that Lender’s entitlement to theUnited States federal “portfolio interest exemption” in relation to payment ofinterest on participations in Advances to the Existing Borrower; or

**(B)****                              **certifying that that Lender is entitledto a complete exemption from the United States taxation under a Double TaxationTreaty; or

#### **(ii)****                               **aduly completed United States of America Internal Revenue Service Form W-8ECI(or such Form as may replace it) certifying that the payments made by theExisting Borrower to that Lender under the Finance Documents are effectivelyconnected with the conduct by that Lender of a trade or business within theUnited States of America.

### **(f)****                                   **EachLender agrees that when a lapse in time or change in circumstances renders theprevious certification obsolete or inaccurate in any material respect, it willdeliver to the Existing Borrower and the Parent two new accurate and completeoriginal signed copies of the relevant Internal Revenue Service Form referredto above or any alternative certification specified above and such other formsas may be required in order to confirm or establish the entitlement of suchLender to a continued exemption from or reduction in United States withholdingtax with respect to payments under the Finance Documents, or it shallimmediately notify the Existing Borrower and the Agent of its inability todeliver any such Form or certification, in which case such Lender shall not berequired to provide forms described in this paragraph (f).

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## **18.2****                        TaxIndemnity**

TheObligors agree jointly and severally to indemnify and hold harmless each Lenderin respect of any taxes that are described in the definition of “Tax Deduction”and taxes imposed on or measured by the net income or net profits of suchLender in respect of the amounts paid pursuant to paragraphs (a) and (b) ofClause 18.1 (*Tax Gross-Up*)and this Clause 18.2.

## **18.3****                        Tax Credit**

### **(a)****                                 **Ifan Obligor makes a Tax Payment and the relevant Finance Party determines that:

#### **(i)****                                   **aTax Credit is attributable to that Tax Payment; and

#### **(ii)****                               **thatFinance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall (subject to paragraph (b)below and to the extent that such Finance Party can do so without prejudicingthe availability and/or the amount of the Tax Credit and the right of thatFinance Party to obtain any other benefit, relief or allowance which may beavailable to it) pay to the Obligor such amount which that Finance Partydetermines will leave it (after that payment) in the same after-tax position asit would have been in had the Tax Payment not been made by the Obligor.

### **(b)****                                 ****(i)**                                    EachFinance Party shall have an absolute discretion, consistent with the policiesof such Finance Party, as to the time at which and the order and manner inwhich it realises or utilises any Tax Credits and shall not be obliged toarrange its business or its tax affairs in any particular way in order to beeligible for any credit or refund or similar benefit.

**(ii)**                                No Finance Party shall be obliged todisclose to any other person any information regarding its business, taxaffairs or tax computations (including its tax returns).

**(iii)**                            If a Finance Party has made a payment toan Obligor pursuant to this Clause 18.3 on account of a Tax Credit andsuch Tax Credit is subsequently reduced or disallowed that Obligor shall, ondemand, pay to that Finance Party the amount which that Finance Partydetermines will put it (after that payment is received) in the same after-taxposition as it would have been in had no such payment been made to that Obligor.

### **(c)****                                 **NoFinance Party shall be obliged to make any payment under this Clause 18.3if, by doing so, it would contravene the terms of any applicable Law or anynotice, direction or requirement of any governmental or regulatory authority(whether or not having the force of law).

# **19.****                               INCREASEDCOSTS**

## **19.1****                        IncreasedCosts**

Subjectto Clause 19.3 (*Exceptions*),the relevant Borrower shall within 5 Business Days of a written demand by theAgent, pay for the account of a Finance Party the amount of any 

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IncreasedCost incurred by that Finance Party or any of its Affiliates as a result(direct or indirect) of:

### **(a)****                                 **theintroduction or implementation of or any change in (or in the interpretation,administration or application of) any Law of any central bank, including theEuropean Central Bank, the Financial Services Authority or any other fiscal,monetary, regulatory or other authority;

### **(b)****                                 **compliancewith any Law made after the date of this Agreement; or

### **(c)****                                 **theimplementation of economic or monetary union by any Member State which is notalready a Participating Member State.

## **19.2****                        IncreasedCosts Claims**

### **(a)****                                 **AFinance Party intending to make a claim pursuant to Clause 19.1 (*Increased Costs*) shall notify the Agent of the event givingrise to the claim, following which the Agent shall promptly notify the Parent.

### **(b)****                                 **EachFinance Party shall, as soon as practicable after a demand by the Agent,provide a certificate confirming the amount of its Increased Costs althoughfailure to give such certificate shall not release or diminish the relevantBorrowers’ obligations to pay the Increased Costs.

## **19.3****                        Exceptions**

Clause 19.1(*Increased Costs*) does not applyto the extent any Increased Cost is:

### **(a)****                                 **attributableto a Tax Deduction to the extent a payment is required to be made by Obligorunder Clause 18 (*Taxes*) orother tax imposed on a Lender that the Lender is not otherwise entitled to havereimbursed under this Agreement or any of the other Finance Documents;

### **(b)****                                 **compensatedfor by Clause 18.2 (*Tax Indemnity*)(or would have been compensated for by Clause 18.2 (*TaxIndemnity*) but wasnot so compensated solely because Clause 18.2 (*Tax Indemnity*) applied);

### **(c)****                                 **compensatedfor by the payment of the Associated Costs Rate; or

### **(d)****                                 **attributableto the wilful breach by the relevant Finance Party or any of its Affiliates ofany Law or regulation.

# **20.****                               ILLEGALITY**

Ifit becomes unlawful in any relevant jurisdiction for a Lender to perform any ofits obligations as contemplated by this Agreement or to fund or maintain itsparticipation in any Advance or to issue a Documentary Credit:

### **(a)****                                 **thatLender shall promptly notify the Agent upon becoming aware of that event;

### **(b)****                                 **uponthe Agent notifying the Parent, the Available Commitments of that Lender willimmediately be cancelled and its Commitments reduced to zero and such Lendershall 

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### not thereafterbe obliged to participate in any Advance or issue or guarantee any DocumentaryCredit; and

### **(c)****                                 **therelevant Borrower shall repay that Lender’s participation in the Advances madeto that Borrower on the last day of the current Interest Period or Termfor each Advance occurring after the Agent has notified the Parent or, ifearlier, the date specified by the Lender in the notice delivered to the Agent(being no earlier than the last day of any applicable grace periodpermitted by Law) and, if applicable, shall promptly reduce that Lender’s L/CProportion of the Outstanding L/C Amount in respect of any outstandingDocumentary Credit issued by it to zero, together with accrued interest and allother amounts owing to that Lender under the Finance Documents.

# **21.****                               REPLACEMENTAND MITIGATION**

## **21.1****                        Replacementof Lenders**

Ifany Lender:

### **(a)****                                 **refusesto consent to certain proposed changes, waivers, discharges or terminationswith respect to this Agreement which have been approved by the InstructingGroup as (and to the extent) provided in Clause 45.7 (*Replacement of non-Instructing Group Lender*);or

### **(b)****                                 **isowed any amounts under any of Clauses 18 (*Taxes*),19.1 (*Increased Costs*) or20 (*Illegality*) in amaterial amount in excess of those being generally charged by the otherLenders,

therelevant Borrower shall have the right, in accordance with the requirements ofClause 39.3 (*Assignments or Transfersby Lenders*), to replace such Lender (the “**Replaced Lender**”) with one or more Eligible Institution orEligible Institutions (collectively, the “**ReplacementLender**”), each of whom shall be reasonably acceptable to the Agentor, in the case of a replacement as provided in Clause 45.7 (*Replacement of non-Instructing Group Lender*)where the consent of the respective Lender is required with respect to lessthan all its Outstandings or Commitments, at the option of that Borrower, toreplace only the Commitments and/or Outstandings of such Lender in respect ofeach Facility where the consent of such Lender would otherwise be individuallyrequired, with identical Commitments and/or Outstandings of the respectiveFacility provided by the Replacement Lender, provided that:

**(i)**                                    at the time of any replacement pursuantto this Clause 21.1, the Replacement Lender and the Replaced Lender shallenter into one or more Transfer Certificate(s) pursuant to Clause 39.5 (*Transfer Certificate*) (and with all feespayable pursuant to Clause 39.5 (*TransferCertificate*) to be paid by the Replacement Lender) pursuant to whichthe Replacement Lender shall acquire all the Commitments and all Outstandings(or, in the case of the replacement of less than all Commitments andOutstandings of the respective Replaced Lender, all the Commitments and allOutstandings relating to the Facility with respect to which such Lender isbeing replaced) of, and all participations in all then Outstanding L/C Amountswhere the respective Lender is being replaced by, the Replacement Lender and,in connection therewith, shall pay to (x) the Replaced Lender in respectthereof an amount equal to the sum (in the relevant currency or currencies) of(A) an amount equal to the 

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principal of, and all accrued interest on, all thenOutstandings of the respective Replaced Lender under each Facility with respectto which such Replaced Lender is being replaced, (B) all unpaid amounts (the **“Unpaid L/Cs”**) under Clause 5.5(b) (*Claims under a Documentary Credit*) withrespect to which the respective Replaced Lender is being replaced, in each casethat have been funded by (and not reimbursed to) such Replaced Lender at suchtime, together with all then unpaid interest with respect thereto at such timeand (C) an amount equal to all accrued, but theretofore unpaid, fees owing tothe Replaced Lender (but only with respect to the relevant Facility orFacilities, in the case of the replacement of less than all Outstandings thenheld by the respective Replaced Lender) pursuant to Clause 17 (*Commissions and Fees*) and (y) in the caseof the replacement of any Revolving Facility Commitment, the respective L/CBank amounts equal to such Replaced Lender’s Proportion of any Unpaid L/Csevidenced by such Commitments (which at such time remain Unpaid L/Cs) withrespect to Documentary Credits issued by such L/C Bank to the extent suchamount was not theretofore funded by such Replaced Lender, without duplication;and

**(ii)**                                all obligations of the Borrowers owing tothe Replaced Lender in respect of each Facility where such Replaced Lender isbeing replaced (other than those specifically described in clause (i) above inrespect of which the assignment purchase price has been, or is concurrentlybeing, paid) shall be paid in full to such Replaced Lender concurrently withsuch replacement.

Uponthe execution of the respective Transfer Certificate(s), the payment of amountsreferred to in sub-paragraphs (i) and (ii) above and recordation of thetransfer by the Agent, (x) the Replacement Lender shall become a Lenderhereunder and, unless the respective Replaced Lender continues to have TermFacility Outstandings or any Commitment hereunder, the Replaced Lender shallcease to constitute a Lender hereunder, except with respect to indemnificationprovisions under this Agreement (including, without limitation, Clauses 18(*Taxes*), 19.1 (*Increased Costs*), 33 (*Borrower’s Indemnities*), 37 (*Sharing Among the Finance Parties*) and 40(*Costs and Expenses*)), whichshall survive as to such Replaced Lender and (y) in the case of the replacementof any Revolving Facility Commitment pursuant to this Clause 21.1, therespective Proportions of the Lenders relating to the Revolving Facility shallbe automatically adjusted at such time to give effect to such replacement.

## **21.2****                        Mitigation**

EachFinance Party shall, if requested by and in consultation with the Parent, takeall reasonable steps to mitigate any circumstances which arise and which wouldresult in any amount becoming payable under, or pursuant to, or cancelledpursuant to, any of Clause 18 (*Taxes*),Clause 19 (*Increased Costs*)or Clause 20 (*Illegality*)including (but not limited to) transferring its rights and obligations underthe Finance Documents to another Affiliate or Facility Office.

## **21.3****                        Limitationof Liability**

### **(a)****                                 **TheBorrowers shall indemnify each Finance Party for all costs and expensesreasonably incurred by that Finance Party as a result of steps taken by itunder Clauses 21.1 (*Replacement ofLenders*) and 21.2 (*Mitigation*).

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### **(b)****                                 **AFinance Party is not obliged to take any steps under Clauses 21.1 (*Replacement of Lenders*) and 21.2 (*Mitigation*) if, in the opinion of thatFinance Party (acting reasonably), to do so might in any way be prejudicial toit.

# **22.****                               REPRESENTATIONSAND WARRANTIES**

EachObligor (in the case of the Parent, both in respect of itself and each memberof the Group and in the case of the other Obligors in respect of itself) makesthe representations and warranties set out in this Clause 22 to eachFinance Party on the date of this Agreement.

## **22.1****                        DueOrganisation**

### **(a)****                                 **Itis a corporation duly incorporated under the laws of its jurisdiction ofincorporation with power to enter into those of the Finance Documents to whichit is party and to exercise its rights and perform its obligations under themand all corporate and other action required to authorise its execution of thoseof the Finance Documents to which it is party and its performance of itsobligations under them has been duly taken.

### **(b)****                                 **Itis duly qualified and is authorised to do business and, in jurisdictions havinga concept of good standing, is in good standing in each jurisdiction where theownership, leasing or operation of its property or the conduct of its businessrequires such qualifications.

## **22.2****                        NoDeduction**

Underthe laws of its place of incorporation or, if different, residence in force atthe date of this Agreement, it will not be required to make any deduction foror withholding on account of tax from any payment it may make under any of theFinance Documents to which it is party to any party that is a Finance Party onthe date of this Agreement.

## **22.3****                        ClaimsPari Passu**

Underthe laws of its jurisdiction of incorporation, and, if different, England andWales, in force at the date of this Agreement, the claims of the FinanceParties against it under the Finance Documents to which it is party rank andwill rank at least *pari passu* withthe claims of all its unsecured creditors save those whose claims are preferredby any bankruptcy, insolvency, liquidation or similar laws of generalapplication.

## **22.4****                        NoImmunity**

Inany legal proceedings taken in its jurisdiction of incorporation and, ifdifferent, England and Wales in relation to any of the Finance Documents towhich it is party it will not be entitled to claim for itself or any of itsassets immunity from suit, execution, attachment or other legal process.

## **22.5****                        GoverningLaw and Judgments**

Inany legal proceedings taken in its jurisdiction of incorporation in relation toany of the Finance Documents to which it is party, the choice of law expressedin such documents to be the governing law of it and any judgment obtained insuch jurisdiction will be recognised and enforced.

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## **22.6****                        AllActions Taken**

Allacts, conditions and things required to be done, fulfilled and performed by itin order:

### **(a)****                                 **toensure that the obligations expressed to be assumed by it in the FinanceDocuments to which it is party are legal, valid and binding; and

### **(b)****                                 **tomake the Finance Documents to which it is party admissible in evidence in itsjurisdiction of incorporation and, if different, England and Wales,

havebeen done, fulfilled and performed.

## **22.7****                        No Filingor Stamp Taxes**

Underthe laws of its place of incorporation and, if different, England and Wales, inforce at the date of this Agreement, it is not necessary that any of theFinance Documents to which it is party be filed, recorded or enrolled with anycourt or other authority in such jurisdiction or that any stamp, registrationor similar tax be paid on or in relation to any of them other than thosefilings which are necessary to perfect the Security created pursuant to theSecurity Documents and save as stated in the reservations and qualificationsexpressed in the Legal Opinions.

## **22.8****                        BindingObligations**

Theobligations expressed to be assumed by it in the Finance Documents to which itis party, are legal, valid and binding and enforceable against it in accordancewith the terms thereof and no limit on its powers will be exceeded as a resultof the borrowings, grant of security or giving of guarantees contemplated bysuch Finance Documents or the performance by it of any of its obligationsthereunder.

## **22.9****                        NoWinding-up**

Nomember of the Group has taken any corporate action nor have any other stepsbeen taken or legal proceedings been started or (to the best of its knowledgeand belief) threatened against any member of the Group, for its winding-up,dissolution, administration or for the appointment of a receiver,administrator, administrative receiver, conservator, custodian, trustee orsimilar officer of it or of any or all of its assets or revenues save for anysolvent winding-up or reorganisation.

## **22.10****                 No Default**

### **(a)****                                 **NoDefault is continuing or might reasonably be expected to result from the makingof any Advance or the issuing of any Documentary Credit.

### **(b)****                                 **Noother event or circumstance is outstanding or has occurred which constitutes orwould (with the passage of time, the giving of notice, the making of anydetermination or any combination of the foregoing) constitute a default underany agreement or instrument which is binding on it or any of its Subsidiariesor to which its (or its Subsidiaries’) assets are subject which is reasonablylikely to have a Material Adverse Effect.

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## **22.11****                 No MaterialProceedings**

### **(a)****                                 **Nolitigation, arbitration, action or administrative proceeding of or before anycourt, arbitral body, or agency which would or is reasonably likely to have aMaterial Adverse Effect has been started or, to the best of its knowledge, isthreatened or is pending against it or any member of the Group, other thanlitigation action or administrative proceedings commenced prior to the date ofthis Agreement, full details of which have been provided in writing to theAgent prior to the date of this Agreement and which are set out in Part IVof Schedule 10 (*Existing Proceedings*).

### **(b)****                                 **Nolabour disputes are current or, to the best of its knowledge, threatenedagainst it or any member of the Group which would or is reasonably likely tohave a Material Adverse Effect.

## **22.12****                 OriginalFinancial Statements**

ItsOriginal Financial Statements (other than the Pro Forma Financial Statements) wereprepared in accordance with GAAP and consistently applied (unless and to theextent expressly disclosed to the Agent in writing to the contrary before thedate of this Agreement) and inthe case of audited financial statements present a true and fair view of, or(in the case of unaudited financial statements) fairly present, theconsolidated financial position of such Obligor or, as the case may be, theGroup at the date as of which they were prepared and/or (as appropriate) theresults of operations and changes in financial position during the period forwhich they were prepared.

## **22.13****                 No MaterialAdverse Effect**

Sincepublication of its Original Financial Statements there has been no materialadverse change in its business or financial condition or, in the case of theParent, of any member of the Group or the Group (taken as a whole) and no eventor series of events has occurred, in each case which has or which is reasonablylikely to have a Material Adverse Effect.

## **22.14****                 No UndisclosedLiabilities**

Asat the date as of which its Original Financial Statements were prepared,neither it, its Subsidiaries nor, as the case may be, any member of the Grouphad any material liabilities (contingent or otherwise) which were not disclosedthereby (or by the notes thereto) or reserved against therein and the Group hadno material unrealised or anticipated losses arising from commitments enteredinto by it which were not so disclosed or reserved against.

## **22.15****                 InformationMemorandum**

Inthe case of the Parent only:

### **(a)****                                 **tothe best of its knowledge and belief having made all reasonable and properenquiries, all statements of fact relating to the assets, financial conditionand operations of the Group contained in the Information Memorandum and theAgreed Business Plan are true, complete and accurate in all material respectsas at their respective dates;

### **(b)****                                 **theopinions and views expressed in the Information Memorandum and the AgreedBusiness Plan represent the honestly held opinions and views of the Parent andwere 

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### arrived atafter careful consideration and were based on reasonable grounds as at theirrespective dates;

### **(c)****                                 **allprojections and forecasts contained in the Information Memorandum and theAgreed Business Plan are based upon assumptions (including, without limitation,assumptions as to the future performance of the business, inflation, priceincreases and efficiency gains) which the Parent has carefully considered andconsiders to be fair and reasonable as at their respective dates; and

### **(d)****                                 **theInformation Memorandum and the Agreed Business Plan did not omit to disclose ortake into account any matter known to the Parent after due and careful enquirywhere failure to disclose or take into account such matter would result in theInformation Memorandum and the Agreed Business Plan being misleading in anymaterial respect as at the date thereof.

## **22.16****                 Projections**

Inthe case of the Parent only:

### **(a)****                                 **tothe best of its knowledge and belief having made all reasonable and properenquiries, all statements of fact relating to the assets, financial conditionand operations of the Group contained in the current Projections are true,complete and accurate in all material respects as at their respective dates;

### **(b)****                                 **theopinions and views expressed in the current Projections represent the honestlyheld opinions and views of the Parent and were arrived at after carefulconsideration and were based on reasonable grounds as at their respectivedates;

### **(c)****                                 **allprojections and forecasts contained in the current Projections are based uponassumptions (including, without limitation, assumptions as to the futureperformance of the business, inflation, price increases and efficiency gains)which the Parent has carefully considered and considers to be fair andreasonable as at their respective dates; and

### **(d)****                                 **thecurrent Projections did not omit to disclose or take into account any matterknown to the Parent after due and careful enquiry where failure to disclose ortake into account such matter would result in the current Projections being misleadingin any material respect as at the date thereof.

## **22.17****                 Indebtedness andLiens**

### **(a)****                                 **Saveas permitted under Clause 26.4 (*Indebtedness*),neither it nor any member of the Group has incurred any Indebtedness.

### **(b)****                                 **Saveas permitted under Clause 26.1 (*Liens*), no Lienexists over all or any of the present or future revenues or assets of anymember of the Group.

## **22.18****                 Execution ofFinance Documents**

Itsexecution of the Finance Documents to which it is party and its exercise of itsrights and performance of its obligations thereunder do not and will notconflict:

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### **(a)****                                 **withany agreement, mortgage, bond or other instrument or treaty which is bindingupon it, any of its Subsidiaries or any of the assets of any of itsSubsidiaries or, except as provided in the Security Documents, result in arequirement for the creation of any Lien over any such asset, in each case, inany way;

### **(b)****                                 **withits or any of its Subsidiaries’ constitutional documents; or

### **(c)****                                 **withany applicable Law or regulation.

## **22.19****                 Power andAuthority**

Ithas the power and authority to enter into, perform and deliver, and has takenall necessary action to authorise the entry into, performance and delivery of,the Finance Documents to which it is a party and the transactions contemplatedby those Finance Documents.

## **22.20****                 Structure**

### **(a)****                                 **TheGroup Structure Chart is a complete and accurate representation of thestructure of the Group.

### **(b)****                                 **EachObligor other than the Parent is a wholly-owned Subsidiary of the Parent.

## **22.21****                 EnvironmentalMatters**

### **(a)****                                 **Ithas, to the best of its knowledge and belief:

#### **(i)****                                   **compliedwith all Environmental Laws to which it may be subject;

#### **(ii)****                               **obtainedall Environmental Licences required or desirable in connection with itsbusiness; and

#### **(iii)****                           **compliedwith the terms of all such Environmental Licences,

in each case where failure to do so would or would bereasonably likely to have a Material Adverse Effect.

### **(b)****                                 **Thereis no Environmental Claim pending or threatened against it, and to the best ofits knowledge and belief there are no past or present acts, omissions, eventsor circumstances which could form the basis of any Environmental Claim againstit, which would or would be reasonably likely to have a Material AdverseEffect.

### **(c)****                                 **No:

#### **(i)****                                   **propertycurrently or previously owned, leased, occupied or controlled by it iscontaminated with any Hazardous Materials; and

#### **(ii)****                               **discharge,release, leaking, migration or escape of any Hazardous Materials into theEnvironment has occurred or is occurring on, under or from that property,

in each case to the best of its knowledge and beliefin circumstances where the same would or would be reasonably likely to have aMaterial Adverse Effect.

 

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## **22.22****                 NecessaryAuthorisations**

TheNecessary Authorisations required by it, are in full force and effect, and itis in compliance with the material provisions of each such NecessaryAuthorisation relating to it and, to the best of its knowledge, none of theNecessary Authorisations relating to it are the subject of any pending orthreatened proceedings or revocation.

## **22.23****                 IntellectualProperty**

### **(a)****                                 **TheIntellectual Property Rights owned by or licensed to it are all the materialIntellectual Property Rights required by it in order to carry out, maintain andoperate its business, properties and assets, and so far as it is aware, it doesnot infringe, in any way any Intellectual Property Rights of any third partysave, in each case, where the failure to own or license the relevantIntellectual Property Rights or any infringement thereof will not have aMaterial Adverse Effect.

### **(b)****                                 **Sofar as it is aware, it and each of its Subsidiaries has taken all reasonableformal and procedural actions (including payment of fees) required to maintainany registered Intellectual Property Rights owned by it, which are material inthe context of the Group Business or which are required by it (or suchSubsidiary) in order for it (or such Subsidiary) to carry on its (or such Subsidiary’s)business in all material respects as contemplated in the Agreed Business Plan,in full force and effect.

## **22.24****                 Ownership ofAssets**

Saveto the extent disposed of without breaching the terms of any of the FinanceDocuments with effect from and after the Initial Borrowing Date and save wherethe contrary would not have nor would be reasonably likely to have a MaterialAdverse Effect, it and each of its Subsidiaries has good title to or validleases or licences of or is otherwise entitled to use and permit other membersof the Group to use all assets necessary to conduct the Group Business taken asa whole as it is conducted at the Initial Borrowing Date.

## **22.25****                 Payment of Taxes**

### **(a)****                                 **Thereis no tax audit now pending or threatened in writing by any tax authority thatmay result in a material tax liability.

### **(b)****                                 **It:

#### **(i)****                                   **haspaid all material taxes imposed upon it or its assets within the time periodallowed therefor without incurring tax penalties or creating any Lien;

#### **(ii)****                               **isnot overdue in the filing of any material tax returns and such tax returns areaccurate and complete in all material respects;

#### **(iii)****                           **hasno claims which are being, or are reasonably likely to be, asserted against itwith respect to taxes; and

#### **(iv)****                              **hasnot entered into an agreement or waiver or been requested to enter into anagreement or waiver extending any statute of limitations with respect to anymaterial tax liability,

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exceptto the extent that the same are being contested in good faith on the basis ofappropriate professional advice and for which adequate reserves have beenestablished on the books and records of the relevant Obligor.

## **22.26****                 Non-U.S. PensionPlans**

### **(a)****                                 **AnyNon-U.S. Pension Plan operated by it for the benefit of any member of the Groupand/or any of its employees is funded substantially in accordance with thegoverning provisions of such scheme and all applicable laws based on theactuarial assumptions used in the most recent valuation of such Non-U.S.Pension Plan and such Non-U.S. Pension Plan does not have any materialliability in respect of any such plan and there are no circumstances that wouldreasonably be likely to give rise to a Material Adverse Effect.

### **(b)****                                 **Itis in compliance in all material respects with all applicable laws andcontracts relating to any Non-U.S. Pension Plan operated by it or in which itparticipates except where such failure to comply would not be reasonably likelyto result in a Material Adverse Effect.

## **22.27****                 Compliance withERISA**

### **(a)****                                 **Part Vof Schedule 10 (*Plans*) setsout each Plan.

### **(b)****                                 **Eachof the following statements is accurate and true except where such statement,aggregated with all other such statements, is not reasonably likely to have aMaterial Adverse Effect:

#### **(i)****                                   **eachPlan (and each related trust, insurance contract or fund, if any) is incompliance with its terms and with all applicable laws, including withoutlimitation ERISA and the Code;

#### **(ii)****                               **eachPlan (and each related trust, if any) which is intended to be qualified underSection 401(a) of the Code has received a determination letter from theInternal Revenue Service to the effect that it meets the requirements ofsections 401(a) and 501(a) of the Code;

#### **(iii)****                           **noReportable Event has occurred in relation to a Plan during the five-year periodimmediately preceding each Advance;

#### **(iv)****                              **noMultiemployer Plan (as defined in Section 4001(a)(3) of ERISA) isinsolvent or in reorganisation;

#### **(v)****                                  **noPlan has an Unfunded Current Liability;

#### **(vi)****                              **noPlan which is subject to Section 412 of the Code or Section 302 ofERISA has an accumulated funding deficiency (within the meaning of suchsections of the Code or ERISA) or during the five-year period immediatelypreceding each Advance has applied for or received a waiver of an accumulatedfunding deficiency or an extension of any amortisation period, within themeaning of Section 412 of the Code or Section 303 or 304 of ERISA;

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#### **(vii)****                          **duringthe five-year period immediately preceding each Advance, all contributionsrequired to be made with respect to a Plan or Multiemployer Plan have beentimely made or accrued or otherwise properly reserved on its balance sheetwithin the time limit therefor;

#### **(viii)****                      **neitherit nor any other member of the Group nor any ERISA Affiliate has incurredduring the five-year period immediately preceding the Initial Borrowing Dateany liability (including any indirect, contingent or secondary liability) to oron account of a Plan or Multiemployer Plan pursuant to Section 409,502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA orSection 401(a)(29), 4971 or 4975 of the Code or is reasonably likely toincur any such liability under any of the foregoing sections with respect toany Plan or Mutliemployer Plan;

#### **(ix)****                             **nocondition exists which presents a risk to it or any other member of the Groupor any ERISA Affiliate of incurring a liability to or on account of a Plan orMultiemployer Plan pursuant to the foregoing provisions of ERISA and the Code;

#### **(x)****                                 **noproceedings instituted to terminate, or appoint a trustee to administer, anyPlan which is subject to Title IV of ERISA are pending;

#### **(xi)****                             **noaction, suit, proceeding, hearing, audit or investigation with respect to theadministration, operation or the investment of assets of any Plan (other thanroutine claims for benefits) is pending, or, to the best of its knowledge,reasonably expected or threatened;

#### **(xii)****                         **eachgroup health plan (as defined in Section 607(1) of ERISA orSection 4980B(g)(2) of the Code) which covers or has covered employees orformer employees of any member of the Group or any ERISA Affiliate has at alltimes been operated in compliance with the provisions of Part 6 ofsubtitle B of Title I of ERISA and Section 4980B of the Code; and

#### **(xiii)****                     **no lienimposed under the Code or ERISA on its assets or the assets of any other memberof the Group or any ERISA Affiliate exists or is reasonably likely to arise onaccount of any Plan or Multiemployer Plan.

### **(c)****                                 **Usingactuarial assumptions and computation methods consistent with Part 1 ofsubtitle E of Title IV of ERISA, the aggregate liabilities of any member of theGroup and any ERISA Affiliate to all Multiemployer Plans in the event of acomplete withdrawal therefrom, as of the close of the most recent fiscal yearof each such Multiemployer Plan ended prior to the date of the most recentAdvance, would not be reasonably expected to result in a Material AdverseEffect.

### **(d)****                                 **TheParent and its Subsidiaries do not maintain or contribute to any employeewelfare benefit plan (as defined in Section 3(1) of ERISA) which providesbenefits to retired employees or other former employees (other than as requiredby Section 601 of ERISA) or any Plan the obligations with respect to whichis reasonably likely to result in a Material Adverse Effect.

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## **22.28****                 Security**

Itis the legal and beneficial owner of all assets and other property which itpurports to charge, mortgage, pledge, assign or otherwise secure pursuant toeach Security Document and those Security Documents to which it is a partycreate and give rise to valid and effective Security having the rankingexpressed in those Security Documents.

## **22.29****                 InvestmentCompany Act**

Inthe case of the Existing Borrower only, neither it nor any of its Subsidiariesis an “investment company” or a company “controlled” by an “investment company”within the meaning of the Investment Company Act of 1940.

## **22.30****                 Margin Stock**

NoAdvance will be used to purchase or carry any Margin Stock (as defined inRegulation U of the Board of Governors of the Federal Reserve System) or toextend credit for the purpose of purchasing or carrying any Margin Stock.  Neither the making of any Advance nor the useof the proceeds of it will violate or be inconsistent with the provisions ofRegulation T, U or X of the Board of Governors of the Federal Reserve System.

## **22.31****                 Public UtilityHolding Company Act**

Neitherthe Existing Borrower nor any of its Subsidiaries is a “holding company” or a “subsidiarycompany” of a “holding company” or an “affiliate” of a “holding company” or ofa “subsidiary company” of a “holding company” within the meaning of the PublicUtility Holding Company Act of 1935.

## **22.32****                 Insurance**

Onthe Initial Borrowing Date, each member of the Group is adequately insured forthe purposes of its business with reputable underwriters or insurance companiesagainst such risks and to such extent as is usual for prudent companiescarrying on such a business (including, but not limited to, loss of earnings,business interruption and directors’ and officers’ liability).

## **22.33****                 Labour Relations**

### **(a)****                                 **Neitherit nor any other member of the Group is engaged in any unfair labour practicewhich might, either individually or in aggregate, have a Material AdverseEffect.

### **(b)****                                 **Thereis (i) no unfair labour practice complaint pending against it or any othermember of the Group, or to its knowledge, threatened against any of them,before the National Labor Relations Board (or any non-U.S. equivalent of it),and no griev­ance or arbitration proceeding arising out of or under anycollective bargaining agreement is pending against it or any other member ofthe Group or, to its knowledge, threatened against any of them, (ii) nomaterial strike, labour dispute, slowdown or stoppage pending against it or anyother member of the Group or, to its knowledge, threatened against it or anyother member of the Group, and (iii) no union representation question withrespect to its employees or the employees of any other member of the Group,except (with respect to any matter specified in this 

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### paragraph (b),either individually or in the aggre­gate) such as will not have a MaterialAdverse Effect.

## **22.34****                 Subsidiaries**

Part VIof Schedule 10 (*Material Subsidiaries*)correctly sets out all the Material Subsidiaries as at the Effective Date.

## **22.35****                 Benefits ofSubordination Provisions**

### **(a)****                                 **Thesubordination provisions contained in the Senior Subordinated Notes, the NewSenior Subordinated Notes and in the other Senior Subordinated Note Documentsand New Senior Subordinated Note Documents are enforceable against therespective Obligors party thereto and the holders of the Senior SubordinatedNotes and New Senior Subordinated Notes, and all Secured Obligations are withinthe definition of “Senior Debt” or “Guarantor Senior Debt”, as the case may be,included in such subordination provisions.

### **(b)****                                 **Thesubordination provisions contained in the Senior Subordinated Convertible Bondsand in the other Senior Subordinated Convertible Bond Documents are enforceableagainst the respective Obligors party thereto and the holders of the SeniorSubordinated Convertible Bonds, and all Secured Obligations are within thedefinition of “Senior Debt” or “Guarantor Senior Debt”, as the case may be,included in such subordination provisions.

### **(c)****                                 **Onand after the execution and delivery thereof, the subordination provisionscontained in any agreement or instrument relating to Permitted SubordinatedIndebtedness will be enforceable against the debtor thereunder and the holdersof such Indebtedness.

## **22.36****                 Repetition**

EachRepeating Representation is deemed to be made by each Obligor making suchRepeating Representation on the date of this Agreement in relation to itselfand its Subsidiaries and by the Parent in relation to itself and the othermembers of the Group by reference to the facts and circumstances then existingon:

### **(a)****                                 **eachUtilisation Date and on the first day of each Interest Period or, as the casemay be, Term; and

### **(b)****                                 **inthe case of any Acceding Guarantor or Borrower on the day the same becomes(or if earlier, is required to have become) an Acceding Guarantor or Borrower .

# **23.****                               INFORMATIONUNDERTAKING**

EachObligor hereby covenants and agrees that on and after the Initial BorrowingDate and until the aggregate amount of all the Commitments and all DocumentaryCredits have terminated and the Secured Obligations, together with interest,fees and all other obligations incurred hereunder and thereunder (other thanindemnity and other similar obligations that are not then due and payable), arepaid in full:

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## **23.1****                        InformationCovenants**

EachObligor will maintain, for itself and each of its Subsidiaries, a system ofaccounting established and administered in accordance with GAAP, and the Parentwill furnish (or will procure that a member of the Group furnish) to the Agent(with a sufficient number of copies for each of the Agent and Lenders):

### **(a)****                                 ****Quarterly Financial Statements:  **Within50 days after the close of each of the first three quarterly accountingperiods in each fiscal year of the Parent:

#### **(i)****                                   **theunaudited consolidated quarterly financial statements of the Group for thatquarterly accounting period and for the elapsed portion of the fiscal yearended with the last day of such quarterly accounting period including dataof the Parent and its Consolidated Subsidiaries compiled by segment relating tonet sales, operating results, operating result margins, invested capital andreturn on capital employed, in each case, setting forth comparative figures forthe related periods in the prior fiscal year and the Projections relating tosuch quarterly accounting period; and

#### **(ii)****                               **management’sdiscussion and analysis of the important operational and financial developmentsduring the fiscal quarter and year-to-date periods, and in the event the Parentis a Reporting Company under the Securities Exchange Act, the furnishing of theParent’s Form 10-Q Report filed with the SEC for such quarterly accountingperiod,

all of which shall be certified by an AuthorisedRepresentative of the Parent, subject to normal year-end audit adjustments.

### **(b)****                                 ****Annual Financial Statements: **Within95 days after the close of each fiscal year of the Parent:

#### **(i)****                                   **theaudited consolidated financial statements of the Parent and its ConsolidatedSubsidiaries as at the end of such fiscal year setting forth comparativefigures for the preceding fiscal year and the projected figures for such fiscalyear as set forth in the respective Projections and certified (with anunqualified audit report) by PricewaterhouseCoopers, Ernst & Young, KPMG,Deloitte & Touche or such other independent certified public accountants ofrecognised national standing reasonably acceptable to the Agent, together witha Compliance Certificate of such accounting firm stating that in the course ofits regular audit of the financial statements of the Parent and itsSubsidiaries, which audit was conducted in accordance with generally acceptedauditing standards, such accounting firm obtained no knowledge insofar asrelated to accounting matters of any Default or Event of Default which hasoccurred and is continuing or, if in the opinion of such accounting firm such aDefault or Event of Default has occurred and is continuing, a statement as tothe nature thereof and including data of the Parent and its ConsolidatedSubsidiaries compiled by segment relating to net sales, operating results,operating result margins, invested capital and return on capital employed; and

#### **(ii)****                               **management’sdiscussions and analysis of the important operational and financialdevelopments during such fiscal year, and in the event the Parent is a 

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#### ReportingCompany under the Securities Exchange Act, the furnishing of the Parent’s Form10-K Report filed with the SEC for such annual accounting periods,

all of which shall be certified by an AuthorisedRepresentative of the Parent, subject to normal year-end audit adjustments.

### **(c)****                                 ****Projections:**  No laterthan (i) ten days after the completion thereof and (ii) 95 daysafter the close of each fiscal year for the Parent and its Subsidiaries,updated projections (from the Projections contained in the InformationMemorandum) prepared on a quarterly basis for the immediately succeeding twofiscal years commencing at the close of the fiscal year referenced above, allprepared in a manner consistent with the Projections (prepared for the purposesof the Information Memorandum) and which in any event shall provide (A)consolidated line items consistent with those which will be reported in thequarterly financial statements referenced in paragraph (a) (*Quarterly Financial Statements*) and (B) contain informationbroken down by segment, by quarter, as is provided in the Projections.  All Projections delivered pursuant to thisparagraph (c) shall be in form, scope and substance reasonablysatisfactory to the Agent acting reasonably and with at least the same level ofdetail as provided in the Information Memorandum.  The Parent shall further provide to theAgent, promptly upon becoming aware, details of any material changes in theProjections from time to time.

### **(d)****                                 ****Officer’s Certificates:** At the time of the delivery of the financial statements provided for inClauses 23.1(a) (*Quarterly FinancialStatements*) and (b) (*AnnualFinancial Statements*) a Compliance Certificate of an AuthorisedRepresentative of the Parent to the effect that, to the best of such AuthorisedRepresentative’s knowledge, no Default or Event of Default has occurred and iscontinuing or, if any Default or Event of Default has occurred and iscontinuing, specifying the nature and extent thereof, which certificate shall,in the case of any such financial statements delivered pursuant toClauses 23.1(a) (*Quarterly FinancialStatements*) and (b) (*AnnualFinancial Statements*), set forth the calculations required toestablish whether the Parent was in compliance with the provisions ofClauses 24 (*Financial Condition*),25.2 (*Conduct of Business*), 25.7 (*Additional Security and Further Assurances*), 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*), 26.3 (*RestrictedPayments*), 26.4 (*Indebtedness*),26.5 (*Advances, Investments and Loans*)and 26.13 (*Assets and EBITDA Attributable toQualified Obligors)*) at the end of such fiscal quarter or year, asthe case may be.

### **(e)****                                 ****Notice of Default or Litigation:**  After an officer of any Obligor obtainsknowledge thereof, (i) promptly and in any event within three Business Daysgive notice of the occurrence of any event which constitutes a Default or anEvent of Default and (ii) promptly and in any event within five BusinessDays give notice of any litigation or governmental investigation or proceedingpending (A) against the Parent or any of its Subsidiaries which couldreasonably be expected to have a Material Adverse Effect, (B) with respect toany Indebtedness which is individually in excess of €15,000,000 (or itsequivalent in other currencies) of the Parent or any of its Subsidiaries or(C) with respect to any Finance Document.

### **(f)****                                   ****Other Reports and Filings:** Promptly, copies of all other financial information, reports, proxymaterials and other information, if any, which the Parent or any of its 

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### Subsidiariesshall file with the SEC or deliver to holders of its Indebtedness (with anoutstanding principal amount in excess of €25,000,000 (or its equivalent inother currencies)) pursuant to the terms of the documentation governing suchIndebtedness (or any trustee, agent or other representative therefor).

### **(g)****                                ****New Subsidiaries; Etc:** As soon as practicable and in any event within 50 days after theclose of each of the first three fiscal quarters of each fiscal year of theParent and within 95 days after the close of each fiscal year of theParent:

#### **(i)****                                   **alist showing each Subsidiary of the Parent established, created or acquiredduring the respective fiscal quarter or year, and each Subsidiary which has hadany Equity Interests transferred during the respective fiscal quarter or year(in each case describing in reasonable detail the respective transfer of EquityInterests), in each case naming the direct owner of all Equity Interests insuch Subsidiary and describing such Equity Interests in reasonable detail, andcertifying that each such Subsidiary, and each Obligor which owns any EquityInterests therein, has taken all actions, if any, required pursuant toClause 25.7 (*Additional Security andFurther Assurance*) and the relevant Security Documents andcertifying the Parent’s compliance with the provisions of Clause 25.2 (*Conduct of Business*); and

#### **(ii)****                               **alist of Material Subsidiaries stating that the Subsidiaries so listedconstitute Material Subsidiaries and certifying that such person has acceded orwill in accordance with Clause 25.7 (*AdditionalSecurity and Further Assurances*) accede as a Guarantor.

### **(h)****                                ****Annual Meetings with Lenders:**  At the request of the Agent, the Parentshall, within 120 days after the close of each fiscal year (beginning withthe fiscal year ending in 2003) of the Parent, hold a meeting, at a time andplace selected by the Parent and acceptable to the Agent, with all of theLenders (then available) to review the financial results of the previous fiscalyear and the financial condition of the Parent and its Subsidiaries and thebudgets presented for the current fiscal year of the Parent and itsSubsidiaries.

### **(i)****                                   ****Other Information:** From time to time, such other information or documents (financial orotherwise) with respect to the Parent or its Subsidiaries as the Agent (whetheracting on its own or at the request of any Lender) may reasonably request inwriting.

## **23.2****                        Books,Records and Inspections**

EachObligor shall (and the Parent shall procure that each member of the Groupwill), at reasonable times, on reasonable prior notice and to a reasonableextent subject only to the provision of any confidentiality undertakingrequired by such Obligor (acting reasonably), afford (a) at any time before aDefault or Event of Default has occurred, and is continuing, the Agent or anyprofessional adviser to the Agent or representative of the Agent or (b) at anytime after a Default or Event of Default has occurred or is continuing, anyFinance Party, any professional advisor to such Finance Party, orrepresentative of such Finance Party (an “**InspectingParty**”) access to, and permit such Inspecting Party to inspect orobserve, such part of the Group Business as is owned or operated by suchObligor and to have access to books, records, accounts, documents, computerprogrammes, data or other information in the 

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possessionof or available to such Obligor or member of the Group and to take such copiesas may be considered appropriate by such Inspecting Party.

## **23.3****                        Insurance**

TheParent shall (if so requested by the Agent) supply the Agent with copies of allmaterial insurance policies or certificates of insurance in respect thereof or(in the absence of the same) such other evidence of the existence of suchpolicies as may be reasonably acceptable to the Agent and shall, in any event,notify the Agent of any material changes to its insurance cover made from timeto time.

## **23.4****                        ERISA**

### **(a)****                                 **Assoon as possible and, in any event, within 15 days after the Parent, anySubsidiary of the Parent or any ERISA Affiliate knows or has reason to know ofthe occurrence of any of the following, the Parent will deliver to the Agent acertificate of the chief financial officer or treasurer of the Parent settingforth details as to such occurrence and the action, if any, that the Parent,such Subsidiary or such ERISA Affiliate is required or proposes to take,together with any notices required or proposed to be given to or filed with orby the Parent, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan orMultiemployer Plan participant or the Plan administrator with respect thereto:

#### **(i)****                                   **thata Reportable Event has occurred;

#### **(ii)****                               **thata contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of aPlan subject to Title IV of ERISA is subject to the advance reportingrequirement of PBGC Regulation Section 4043.61 (without regard tosubparagraph (b)(1) thereof), and an event described insubsection .62 (unless such reporting requirement is waived), .63, .64,..65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonablyexpected to occur with respect to such Plan within the following 30 days;

#### **(iii)****                           **thatan accumulated funding deficiency (within the meaning of Section 412 ofthe Code or Section 302 of ERISA) has been incurred or an application isreasonably likely to be or has been made to the Secretary of the Treasury for awaiver or modification of the minimum funding standard (including any requiredinstalment payments) or an extension of any amortisation period underSection 412 of the Code or Section 303 or 304 of ERISA with respectto a Plan or Multiemployer Plan;

#### **(iv)****                              **thata contribution required to be made by the Parent or a Subsidiary or an ERISAAffiliate to a Plan or Multiemployer Plan or Non-U.S. Pension Plan has not beentimely made except where any such failure to make a timely contribution is notreasonably likely to result in a material liability;

#### **(v)****                                  **thata Plan or Multiemployer Plan has been or is reasonably likely to be terminated(other than a standard termination pursuant to Section 4041(b) of ERISA),reorganised, partitioned or declared insolvent under Title IV of ERISA;

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#### **(vi)****                              **thata Plan or Multiemployer Plan has an Unfunded Current Liability giving rise to alien under ERISA or the Code;

#### **(vii)****                          **thatproceedings are reasonably likely to be or have been instituted to terminate orappoint a trustee to administer a Multi Employer Plan;

#### **(viii)****                      **that aproceeding has been instituted pursuant to Section 515 of ERISA to collecta delinquent contribution to a Plan;

#### **(ix)****                             **thatthe Parent, any Subsidiary of the Parent or any ERISA Affiliate is reasonablylikely to incur a material liability (including any indirect, contingent, orsecondary liability) to or on account of the termination of or withdrawal froma Plan or Multiemployer Plan or otherwise under Section 4062, 4063, 4064,4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan or otherwise underSection 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or502(i) or 502(l) of ERISA or with respect to a group health plan (as defined inSection 607(1) of ERISA or Section 4980B(g)(2) of the Code) underSection 4980B of the Code; or

#### **(x)****                                 **thatthe Parent or any Subsidiary of the Parent is reasonably likely to incur aliability that, when aggregated with all other such liabilities, will exceed$5,000,000 pursuant to any employee welfare benefit plan (as defined inSection 3(1) of ERISA) that provides benefits to retired employees orother former employees (other than as required by Section 601 of ERISA) orpursuant to any Plan or Non-U.S. Pension Plan in addition to any liabilityexisting on the Effective Date pursuant to any such welfare or pension plan orplans.

### **(b)****                                 **TheParent will deliver to the Agent copies of any records, documents or otherinformation that must be furnished to the PBGC with respect to any Planpursuant to Section 4010 of ERISA.

### **(c)****                                 **TheParent will deliver to the Agent a complete copy of the annual report (Form5500) of each Plan (including, to the extent required, the related financialand actuarial statements and opinions and other supporting statements,certifications, schedules and information) required to be filed with theInternal Revenue Service.

### **(d)****                                 **Inaddition to any certificates or notices delivered to the Agent pursuant to paragraph (a)above copies of annual reports and any records, documents or other informationrequired to be furnished to the PBGC or any other government agency, and anymaterial notices received by the Parent, any Subsidiary of the Parent or anyERISA Affiliate (i) from any government agency with respect to any Plan orNon-U.S. Pension Plan or (ii) received from any government agency or planadministrator or sponsor or trustee with respect to any Multiemployer Plan,shall be delivered to the Agent no later than 15 days after the date suchnotice has been received by the Parent, such Subsidiary or such ERISAAffiliate, as applicable.

## **23.5****                        “Know YourClient Checks”**

EachAcceding Guarantor, Acceding Borrower or existing Obligor shall promptly uponthe request of the Agent or any Lender (and in any event within 90 days ofsuch request) and 

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eachLender shall promptly upon the request of the Agent supply, or procure thesupply of, such documentation and other evidence as is reasonably requested bythe Agent (for itself or on behalf of any Lender) or any Lender (for itself oron behalf of any prospective new Lender) in order for the Agent, such Lender orany prospective new Lender to carry out and be satisfied with the results ofall necessary “know your client” or other checks in relation to the identity ofany person that it is required to carry out in relation to the transactionscontemplated in the Finance Documents.

# **24.****                               FINANCIALCONDITION**

## **24.1****                        CapitalExpenditures**

### **(a)****                                 **TheParent and the Existing Borrower will not permit any of its Subsidiaries (otherthan a member of the CEAL Group to which the CEAL Exception Conditions apply)to, make any Capital Expenditures, except that the Parent and its Subsidiariesmay make Capital Expenditures (which for the purposes of this Clause 24.1(a)will exclude amounts paid in respect of Capitalised Leases) (in each fiscalyear of the Parent, a “**Capital ExpenditureAllowance**”) in aggregate not exceeding for any fiscal year of theParent (beginning with its fiscal year ended closest to 31 December 2004) theamount (as adjusted as provided in paragraph (c)) set forth below oppositesuch fiscal year: 

| Fiscal Year of Parent  Ended In | ** ** | **Amount** | ** **  |
|-----------------------------------------------------|------------|------------|-------------|
| 2004                                                |       | €     | 92,000,000  |   |
| 2005                                                |       | €     | 96,000,000  |   |
| 2006                                                |       | €     | 108,000,000 |   |
| 2007                                                |       | €     | 120,000,000 |   |
| 2008                                                |       | €     | 124,000,000 |   |
| 2009                                                |       | €     | 128,000,000 |   |
| 2010                                                |       | €     | 132,000,000 |   |

 

                                                provided that, in any fiscal year of theParent, up to 25 per cent. of the unutilised amount of the CapitalExpenditure Allowance for such fiscal year may be carried forward to thefollowing fiscal year and aggregated with the Capital Expenditure Allowance ofthat following fiscal year, such aggregated amount being the CapitalExpenditure Allowance for that following fiscal year.

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### **(b)****                                 **Inaddition to the Capital Expenditures Allowances permitted pursuant toparagraph (a) above, the Parent and its Subsidiaries may make additionalCapital Expenditures as follows:

#### **(i)****                                   **thereinvestment of proceeds of Recovery Events that are not required to be appliedto prepay the Outstandings pursuant to paragraph (d) (*Insurance Claims*) of Clause 13.1 (*Repayment from Net Proceeds*); and

#### **(ii)****                               **thereinvestment of Net Sale Proceeds from asset sales pursuant to the firstproviso to paragraph (b) (*Asset Sale*)of Clause 13.1 (*Repayment from NetProceeds*).

### **(c)****                                 **Atthe time any €5 Million Permitted Acquisition is consummated, the respectiveCapital Expenditure Allowances shall be deemed automatically adjusted on aprospective basis as follows:

#### **(i)****                                   **foreach fiscal year which begins and ends after the date on which a €5 MillionPermitted Acquisition has been consummated, the Capital Expenditure Allowancefor that fiscal year shall be increased by an amount equal to 110 percent. of the Capital Expenditures actually made by the entity being acquiredpursuant to the respective €5 Million Permitted Acquisition for the twelvemonths prior to the date of the consummation of the respective €5 MillionPermitted Acquisition; and

#### **(ii)****                               **foreach fiscal year of the Parent during which a €5 Million Permitted Acquisitionis being consummated, the Capital Expenditure Allowance for that fiscal yearshall be increased by an amount equal to the product of (x) the amount of theincrease for a given fiscal year of the Parent beginning and ending after thedate which the respective €5 Million Permitted Acquisition was consummated asprovided in sub-paragraph (i) above and (y) a fraction the numeratorof which is the number of days remaining in the fiscal year of the Parentduring which the respective €5 Million Permitted Acquisition was consummatedand the denominator of which is 365 or 366, as the case may be.

## **24.2****                        Ratios**

### **(a)****                                  ConsolidatedInterest Coverage Ratio**

TheParent and the Existing Borrower agree that it will not permit the ConsolidatedInterest Coverage Ratio for any Test Period, in each case taken as oneaccounting period, ended on the last day of a fiscal quarter of the Parentdescribed below to be less than the amount set forth opposite such fiscalquarter below:

 

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| Fiscal Quarter Ended Closest To | ** ** | **Ratio** | ** ** |
|-----------------------------------------------------|------------|-----------|------------|
|                                                |       |      |       |
| 31 March 2004                                       |       | 2.40:1.00 |       |
| 30 June 2004                                        |       | 2.40:1.00 |       |
| 30 September 2004                                   |       | 2.40:1.00 |       |
| 31 December 2004                                    |       | 2.40:1.00 |       |
|                                                |       |      |       |
| 31 March 2005                                       |       | 2.40:1.00 |       |
| 30 June 2005                                        |       | 2.45:1.00 |       |
| 30 September 2005                                   |       | 2.55:1.00 |       |
| 31 December 2005                                    |       | 2.65:1.00 |       |
|                                                |       |      |       |
| 31 March 2006                                       |       | 2.75:1.00 |       |
| 30 June 2006                                        |       | 2.90:1.00 |       |
| 30 September 2006                                   |       | 3.05:1.00 |       |
| 31 December 2006                                    |       | 3.20:1.00 |       |
|                                                |       |      |       |
| 31 March 2007                                       |       | 3.30:1.00 |       |
| 30 June 2007                                        |       | 3.35:1.00 |       |
| 30 September 2007                                   |       | 3.45:1.00 |       |
| 31 December 2007                                    |       | 3.50:1.00 |       |
|                                                |       |      |       |
| 31 March 2008 and thereafter.                       |       | 3.50:1.00 |       |

### ** **

### **(b)****                                  ConsolidatedFixed Charge Coverage Ratio**

TheParent and the Existing Borrower agree that it will not permit the ConsolidatedFixed Charge Coverage Ratio for any Test Period, in each case taken as oneaccounting period, ended on the last day of any fiscal quarter of theParent described below to be less than the amount set forth opposite suchfiscal quarter below:

| Fiscal Quarter Ended Closest To | ** ** | **Ratio** | ** ** |
|-----------------------------------------------------|------------|-----------|------------|
|                                                |       |      |       |
| 31 March 2004                                       |       | 1.05:1.00 |       |
| 30 June 2004                                        |       | 1.05:1.00 |       |
| 30 September 2004                                   |       | 1.05:1.00 |       |
| 31 December 2004                                    |       | 1.05:1.00 |       |
|                                                |       |      |       |
| 31 March 2005                                       |       | 1.05:1.00 |       |
| 30 June 2005                                        |       | 1.05:1.00 |       |
| 30 September 2005                                   |       | 1.05:1.00 |       |
| 31 December 2005                                    |       | 1.10:1.00 |       |
|                                                |       |      |       |
| 31 March 2006                                       |       | 1.10:1.00 |       |
| 30 June 2006                                        |       | 1.10:1.00 |       |
| 30 September 2006                                   |       | 1.15:1.00 |       |
| 31 December 2006                                    |       | 1.15:1.00 |       |
|                                                |       |      |       |
| 31 March 2007                                       |       | 1.15:1.00 |       |
| 30 June 2007                                        |       | 1.15:1.00 |       |
| 30 September 2007                                   |       | 1.15:1.00 |       |
| 31 December 2007                                    |       | 1.15:1.00 |       |
|                                                |       |      |       |
| 31 March 2008 and thereafter                        |       | 1.15:1.00 |       |

### ** **

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### **(c)****                                  MaximumConsolidated Leverage Ratio**

TheParent and the Existing Borrower agree that it will not permit the ConsolidatedLeverage Ratio for any Test Period ended on the last day of any fiscalquarter of the Parent described below to be greater than the ratio set forthopposite such period below:

| Fiscal Quarter Ended Closest To | ** ** | **Ratio**  | ** ** |
|-----------------------------------------------------|------------|------------|------------|
| 31 December 2003                                    |       | 4.45:1.00  |       |
| 31 March 2004                                       |       | 4.45:1.00  |       |
| 30 June 2004                                        |       | 4.45:1.00  |       |
| 30 September 2004                                   |       | 4.45:1.00  |       |
| 31 December 2004                                    |       | 4.45:1.00  |       |
|                                                | ** ** | ** ** | ** ** |
| 31 March 2005                                       |       | 4.45:1.00  |       |
| 30 June 2005                                        |       | 4.35:1.00  |       |
| 30 September 2005                                   |       | 4.20:1.00  |       |
| 31 December 2005                                    |       | 4.10:1.00  |       |
|                                                | ** ** | ** ** | ** ** |
| 31 March 2006                                       |       | 4.00:1.00  |       |
| 30 June 2006                                        |       | 4.00:1.00  |       |
| 30 September 2006                                   |       | 4.00:1.00  |       |
| 31 December 2006                                    |       | 4.00:1.00  |       |
|                                                | ** ** | ** ** | ** ** |
| 31 March 2007                                       |       | 4.00.1.00  |       |
| 30 June 2007                                        |       | 3.75:1.00  |       |
| 30 September 2007                                   |       | 3.75:1.00  |       |
| 31 December 2007                                    |       | 3.60:1.00  |       |
|                                                | ** ** | ** ** | ** ** |
| 31 March 2008                                       |       | 3.50:1.00  |       |
| 30 June 2008                                        |       | 3.50:1.00  |       |
| 30 September 2008                                   |       | 3.50:1.00  |       |
| 31 December 2008 and  thereafter                    |       | 3.50:1.00  |       |

# ** **

# **25.****                               POSITIVEUNDERTAKINGS**

## **25.1****                        Use ofProceeds**

EachBorrower will, and will cause each of its Subsidiaries to, use the proceeds ofthe Utilisations for the purposes specified in Clause 2.2 (*Purpose*).

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## **25.2****                        Conduct ofBusiness**

TheObligors shall, and will procure that their respective Subsidiaries will fromtime to time (directly or indirectly) engage in the Group Business andreasonable extensions thereof.

## **25.3****                        Taxes**

EachObligor will, and will procure each of its Subsidiaries to, file all materialtax returns on time and pay and discharge all material taxes and governmentalcharges payable by or assessed upon it prior to the date on which the samebecame overdue and without causing any Lien to be created, except those thatare being contested in good faith by appropriate proceedings and for whichadequate reserves have been established on the books and records of therelevant Obligor in accordance with GAAP.

## **25.4****                        Compliancewith Laws**

EachObligor will, and will procure each of its Subsidiaries to, comply with allapplicable laws to which it may be subject, if failure to comply with whichwould reasonably be expected to have a Material Adverse Effect.

## **25.5****                        End ofFiscal Years; Fiscal Quarters**

EachObligor will ensure that (a) each of its, and each of its Subsidiaries’, fiscalyears (for accounting and SEC disclosure purposes) end on 31 December and(b) itself, and each of its Subsidiaries, maintain fiscal quarters consistenttherewith.

## **25.6****                        Ranking ofClaims**

EachObligor shall ensure that at all times the claims of the Finance Partiesagainst it under the Finance Documents rank at least *pari passu* with the claims of all its unsecured creditorssave those whose claims are preferred by any bankruptcy, insolvency,liquidation or similar laws of general application.

## **25.7****                        AdditionalSecurity and Further Assurances**

### **(a)****                                 **EachObligor shall, and the Parent shall procure that each member of the Groupshall, at its own expense, promptly take all such action as the Agent or theSecurity Trustee may reasonably require for the purpose of perfecting orprotecting any Finance Party’s rights with respect to the Security intended tobe created or evidenced by the Security Documents.

### **(b)****                                 **TheParent shall procure that:

#### **(i)****                                   **anyMaterial Subsidiary (other than a member of the CEAL Group to which the CEALException Conditions apply) which has not entered into a Security Document overall or substantially all of its assets; or

#### **(ii)****                               **anymember of the Group (other than a member of the CEAL Group to which the CEALException Conditions apply) which owns or acquires an asset the fair marketvalue of which exceeds €5,000,000 (or its equivalent in other currencies) orwhich is, in the opinion of the Agent (acting reasonably) 

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#### material inthe context of the Group and which is not subject to a first priority securityinterest in favour of the Security Trustee,

in each case to ensure that Clause 25.2 (*Conduct of Business*) and Clause 26.13(*Assets and EBITDA Attributable to QualifiedObligors*) are complied with,

shall (unless prohibited by Law or unless the Agent,acting reasonably, is satisfied that the costs and time involved in effectingthe relevant Lien would be excessive in comparison with the benefit gained bythe Finance Parties as a result of that security interest being effected),within 30 days after being required to do so by the Agent, accede as aGuarantor (if not already a Guarantor in accordance with Clause 27.1 (*Accession of New Guarantors*)) and executesuch additional Security Documents in favour of the Security Trustee (in formand substance satisfactory to the Security Trustee, but containing provisionson substantially the same terms as any corresponding Security which is thenalready in place over the relevant type of asset under the Security Documents)as the Security Trustee may require.

### **(c)****                                 **Atany time whilst there is a continuing Event of Default each Obligor shallexecute and deliver to the Security Trustee such additional Security Documentsin such form and in relation to such assets as the Security Trustee mayrequire.

### **(d)****                                 **TheParent shall procure that, following the irrevocable payment and cancellationin full of the Permitted Receivables Facility in existence as at the InitialBorrowing Date, each of Buhrman Office Products Nederland BV, Buhrmann SilverSA and Buhrmann Silver US LLC shall pledge all its receivables in favour of theSecurity Trustee in form and substance reasonably satisfactory to the Agentwithin 30 days after being required to do so by the Agent.

## **25.8****                        StockPledges in Non-U.S. Subsidiaries of the Existing Borrower Which Are NotGuarantors**

### **(a)****                                 **Iffollowing a change (the “**Deemed Dividend RuleChange**”) in Section 956 of the Code or the regulations, rules,rulings, notices or other official pronouncements issued or promulgatedthereunder, counsel for the Parent reasonably acceptable to the Agent does notwithin 45 days after a request from the Agent or the Instructing Groupdeliver evidence, in form, scope and substance reasonably satisfactory to theAgent, with respect to any Non-U.S. Subsidiary of the Existing Borrower whichhas share capital owned directly by the Existing Borrower or one or more U.S.Subsidiaries of the Existing Borrower and which has not already had all of itsstock pledged pursuant to the relevant Pledge Agreements that a pledge of 662¤3 percent. or more of the total combined voting power of all classes of sharecapital of such Non-U.S. Subsidiary entitled to vote, would cause theundistributed earnings of such Non-U.S. Subsidiary as determined for U.S.federal income tax purposes to be treated as a deemed dividend to such Non-U.S.Subsidiary’s United States shareholder for U.S. federal income tax purposes,then that portion of such Non-U.S. Subsidiary’s outstanding share capitalnot theretofore pledged pursuant to the relevant Pledge Agreements shall bepledged to the Security Trustee for the benefit of the Finance Parties pursuantto the Pledge Agreement set out in paragraph 2 of Section A ofPart III of Schedule 3 (*SecurityDocuments*) (or another pledge agreement in substantially similarform, if needed), with all documents delivered pursuant to thisClause 25.8 to be in form and substance reasonably satisfactory to theAgent and the Instructing Group.

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### **(b)****                                 **Notwithstandinganything to the contrary contained above, in the circumstances otherwise contemplatedabove, the pledge specified above (so long as such Non-U.S. Subsidiary does notaccede as a Guarantor) shall not be required if, following a Deemed DividendRule Change, the taking of the action otherwise required above would result inother material negative tax consequences to the Parent and/or its Subsidiaries,and so long as the Parent or the Existing Borrower delivers notification to theAgent to such effect (showing in reasonable detail the material negative taxconsequences which would result therefrom). It is understood and agreed that, notwithstanding anything to thecontrary contained above, the restrictions on the percentage of voting stock ofNon-U.S. Subsidiaries required to be pledged shall not apply to (i) anySubsidiaries of the Parent which are not Non-U.S. Subsidiaries of the ExistingBorrower and (ii) any Non-U.S. Subsidiaries of the Existing Borrower which areGuarantors or are Subsidiaries of a Non-U.S. Subsidiary of the ExistingBorrower which is a Guarantor.

## **25.9****                        NecessaryAuthorisations**

EachObligor shall (and the Parent shall procure that each member of the Groupshall) obtain, comply with and do all that is necessary to maintain in fullforce and effect all Necessary Authorisations.

## **25.10****                 Insurance**

EachObligor shall (and the Parent shall procure that each member of the Groupshall) effect and maintain insurances on and in relation to its business andassets with reputable underwriters or insurance companies against such risks(including, but not limited to, loss of earnings, business interruption,directors’ and officers’ liability cover) and to such extent as is usual forprudent companies carrying on a business such as that carried on by such memberof the Group.

## **25.11****                 Infringement ofIntellectual Property**

EachObligor shall (and the Parent shall procure that each member of the Groupwill):

### **(a)****                                 **notifythe Agent promptly of any infringement or suspected infringement or anychallenge to the validity of any of the present or future Intellectual PropertyRights owned, used or exploited by it which may come to its notice if the samewould be reasonably likely to have a Material Adverse Effect and take allnecessary steps (including, without limitation, the institution of legalproceedings) to prevent third parties infringing such Intellectual PropertyRights to the extent that failure to do so would be reasonably likely to have aMaterial Adverse Effect;

### **(b)****                                 **takeall necessary action to safeguard and maintain its rights, present and future,in or relating to all Intellectual Property Rights owned, used or exploited byit to the extent that failure to do so would be reasonably likely to have aMaterial Adverse Effect (in each case including, without limitation, paying allapplicable renewal fees, licence fees and other outgoings); and

### **(c)****                                 **notenter into any licence or other agreement or arrangement in respect ofIntellectual Property Rights other than between members of the Group and/or onnormal arm’s length commercial terms and will comply with all licences to it ofany Intellectual 

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### PropertyRights in each case to the extent that failure to do so would be reasonablylikely to have a Material Adverse Effect.

## **25.12****                 Interest RateProtection**

TheBorrowers shall (or shall procure that a member of the Group shall):

### **(a)****                                 **within2 months of the Initial Borrowing Date enter into and maintain interest ratehedging arrangements with Hedge Counterparties to limit the Group’s exposure toadverse movements in interest rates and/or currency exchange in relation to theTerm Facilities (other than the Incremental Term Facility);

### **(b)****                                 **ensurethat such arrangements are entered into in the form of Hedging Agreements or,as the case may be, Other Hedging Agreement in accordance with the policy setout in the Hedging Letter; and

### **(c)****                                 **promptlyprovide the Agent with certified true copies of each such Hedging Agreement or,as the case may be, Other Hedging Agreement entered into which are necessaryfor the Agent to monitor compliance with this Clause 25.12.

## **25.13****                 Non-U.S. PensionPlans**

TheParent shall ensure that all Non-U.S. Pension plans maintained by or for thebenefit of any member of the Group and/or any of its employees:

### **(a)****                                 **aremaintained and operated in all material respects in accordance with allapplicable laws from time to time except where the failure to do so is notreasonably likely to result in a Material Adverse Effect; and

### **(b)****                                 **arefunded substantially in accordance with the governing provisions of suchschemes and all laws applicable thereto with any shortfall in funding advisedby actuaries of recognised standing being rectified in accordance with suchgoverning procedures and applicable laws except where the failure to do so isnot reasonably likely to result in a Material Adverse Effect.

## **25.14****                 Regulation U**

TheParent shall ensure that on each Utilisation****Date,less than 25 per cent. of the value (as determined by any reasonablemethod) of the assets of the Group taken as a whole will constitute MarginStock (as defined in Regulation U referred to below).  The Parent shall ensure that no Advance willbe used to purchase or carry any Margin Stock and neither the making of anyAdvance nor the use of the proceeds of it will violate or be inconsistent withthe provisions of Regulations T, U or X of the Board of Governors of theFederal Reserve System of the United States.

## **25.15****                 Ownership ofSubsidiaries**

### **(a)****                                 **Notwithstandinganything to the contrary contained in this Agreement, (i) the Parent shall atall times own directly or indirectly (through one or more Wholly-OwnedSubsidiaries that are Obligors) 100 per cent. of the share capital of theBorrowers and (ii) the Borrowers shall at all times own directly or indirectly(through one or more Wholly-Owned U.S. Subsidiaries) 100 per cent. of thecapital stock of CEXP.

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### **(b)****                                 **TheParent and the Borrowers shall at all times own, directly or indirectly,100 per cent. of the share capital or other Equity Interests of each oftheir respective Subsidiaries except to the extent:

#### **(i)****                                   **withrespect to Non-U.S. Subsidiaries, directors’ qualifying shares and other nominalamounts of shares required by applicable law to be held by persons (other thandirectors) are issued from time to time (so long as the respective Subsidiarycontinues to constitute a Wholly-Owned Subsidiary of the Parent);

#### **(ii)****                               **100 percent. of the share capital of any such Subsidiary is sold, transferred orotherwise disposed of pursuant to a transaction permitted by Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*);

#### **(iii)****                           **lessthan 100 per cent. of the share capital or other Equity Interests areacquired in the respective Subsidiary pursuant to a Permitted Acquisition whichmeets the criteria specified in the definition of Permitted Acquisition andPermitted Acquisition Conditions;

#### **(iv)****                              **suchSubsidiary is created or established for the purposes of a joint venture,provided that such Subsidiary must at all times following its creation orestablishment remain a Subsidiary of the Parent or the Borrowers (asapplicable);

#### **(v)****                                  **EquityInterests in a New Subsidiary (or the Subsidiary that is the direct parent ofsuch New Subsidiary) are transferred or issued to any employee of, or owner ofEquity Interests in, any person acquired by the Parent or any of itsSubsidiaries pursuant to a Permitted Acquisition which meets the criteriaspecified in the definition of Permitted Acquisition and Permitted AcquisitionConditions in connection with such acquisition (a “**New Subsidiary**”), provided that the entity in which suchEquity Interests are transferred remains a Subsidiary of the Parent and furtherprovided that that such issue or transfer of Equity Interests are considered adisposal of assets pursuant to Clause 26.2(c)(ii) and satisfies allnecessary requirements of that clause and for the avoidance of doubt the NetSale Proceeds of such transfer or issue will be applied in accordance withClause 13.1(b) (*Asset Sale*).

#### **(vi)****                              **setforth on Schedule 9 (*Group Structure*).

### **(c)****                                 **Oneor more Obligors shall at all times directly own 100 per cent. of theoutstanding capital of each Receivables Subsidiary.

## **25.16****                 FinancialAssistance and Fraudulent Conveyance**

TheParent will ensure that all payments and provision of guarantees, security andother assistance by and between members of the Group have been and will be madein compliance with applicable local laws and regulations concerning fraudulentconveyance, financial assistance by a company for the acquisition of orsubscription for its own shares or the shares of its parent or any othercompany or concerning the protection of shareholders’ capital.

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## **25.17****                 Tax Consolidation**

TheParent will procure that the Existing Borrower and each of its subsidiariesorganised under the laws of the United States of America shall be included in agroup that files a U.S. federal consolidated income tax return as soon aspracticable if it has not already done so as at the Initial Borrowing Date.

# **26.****                               NEGATIVEUNDERTAKINGS**

## **26.1****                        Liens**

EachObligor will not, and will not permit any of its Subsidiaries (other than amember of the CEAL Group to which the CEAL Exception Conditions apply) to,create or permit to exist any Lien upon or with respect to any of itsrespective property or assets, whether now owned or hereafter acquired otherthan the following (Liens described below are herein referred to as “**Permitted Liens**”):

### **(a)****                                 **inchoateLiens for taxes, assessments or governmental charges or levies on its propertyif the same shall not at the time be delinquent or thereafter can be paidwithout penalty, or are being contested in good faith and by appropriateproceedings and for which adequate reserves in accordance with GAAP shall havebeen set aside on its books;

### **(b)****                                 **Liensimposed by law and other similar Liens arising in the ordinary course ofbusiness which (i) secure the payment of obligations not more than 90 dayspast due, (ii) are being contested in good faith by appropriate proceedings andfor which adequate reserves in accordance with GAAP shall have been set asideon its books or (iii) in aggregate are immaterial;

### **(c)****                                 **encumbrancesor charges against Real Property as are of a nature generally existing withrespect to properties of a similar character and which do not in any materialway affect or interfere with the use thereof in the business of such Obligor orsuch Subsidiaries;

### **(d)****                                 **Liensexisting on the date hereof which (i) are described in Part I ofSchedule 10 (*Existing Liens*)or (ii) secure Capitalised Lease Obligations described in Part I ofSchedule 10 (*Existing Liens*),to the extent consisting of lessors’ rights in property subject to CapitalisedLeases, which Liens may not be renewed, extended or granted to secure refundingor refinancing Indebtedness, except (x) for renewals, extensions, refundings orrefinancings of Third Party Existing Indebtedness effected pursuant toClause 26.4(b) (*Indebtedness*)and (y) so long as the principal amount of the Indebtedness secured is notincreased as a result of such renewal, extension, refunding, or refinancing andthe Liens do not extend to property or assets not originally subject to theLiens securing the respective issue of Third Party Existing Indebtedness asoriginally permitted pursuant to this paragraph (d);

### **(e)****                                 **Lienscreated pursuant to the Finance Documents;

### **(f)****                                   **Liensin or upon Receivables Facility Assets sold or otherwise transferred pursuantto a Permitted Receivables Transaction;

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### **(g)****                                **licenses,sublicenses, leases or subleases granted to other persons in the ordinarycourse of business not materially interfering with the conduct of the businessof the Parent and its Subsidiaries taken as a whole;

### **(h)****                                **Liensupon assets of the Parent and its Subsidiaries subject to Capitalised LeaseObligations to the extent permitted by Clause 26.4(c) (*Indebtedness*), *provided*that (i) such Liens only serve to secure the payment of Indebtednessarising under such Capitalised Lease Obligation and (ii) the Lien encumberingthe asset giving rise to the Capitalised Lease Obligation does not encumber anyother asset (other than proceeds thereof) of the Parent or any Subsidiary ofthe Parent;

### **(i)****                                   **Liensplaced upon assets used in the ordinary course of business of the Parent or anyof its Subsidiaries (other than any Receivables Subsidiary) (i) at the time ofacquisition thereof by the Parent or any such Subsidiary or within120 days thereafter in the case of property other than Real Property and(ii) within 180 days after the completion of the construction orsubstantial improvements in the case of Real Property, in each case to secureIndebtedness incurred pursuant to Clause 26.4(c) (*Indebtedness*) to pay all or a portion ofthe purchase price thereof or the cost of the substantial improvements thereto,*provided* that, in all events, the Lienencumbering the assets so acquired does not encumber any other asset (otherthan proceeds thereof) of the Parent or such Subsidiary;

### **(j)****                                   **Liensarising from precautionary UCC financing statement filings regarding operatingleases entered into by the Parent or any of its Subsidiaries (other than anyReceivables Subsidiary) in the ordinary course of business;

### **(k)****                               **Liensarising out of conditional sale, title retention, consignment or similararrangements for the sale of goods entered into by the Parent or any of itsSubsidiaries in the ordinary course of business in accordance with the pastpractices of the Parent and its Subsidiaries prior to the Initial BorrowingDate;

### **(l)****                                   **Lienson assets of any Subsidiary of the Parent acquired as a result of a PermittedAcquisition and securing only Permitted Acquired Debt of such Subsidiary;

### **(m)****                             **Lienswhich may be deemed to exist as a result of the consummation of one or moresale-leaseback transactions effected in accordance with the requirements ofparagraphs (c), (q) and (r) of Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets, etc.*);

### **(n)****                                **Liensarising out of the existence of judgments or awards not constituting an Eventof Default under Clause 28.8 (*Executionor Distress*), *provided* thatno cash or property is deposited or delivered to secure the respective judgmentor award (or any appeal bond in respect thereof), except as permitted by thefollowing paragraph (o);

### **(o)****                                 **Liens(other than any Lien imposed by ERISA) (i) incurred or deposits made in theordinary course of business in connection with workers’ compensation,unemployment insurance, old age pensions and other types of social security,(ii) to secure the performance of tenders, statutory obligations (otherthan excise taxes), surety, stay, customs and appeal bonds, statutory bonds,bids, leases, government contracts, trade contracts, utility payments,performance and return of money bonds and other similar obligations (exclusiveof obligations for the payment of borrowed 

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### money) or(iii) arising by virtue of deposits made in the ordinary course of business andconsistent with past practice to secure the performance by the Parent and itsSubsidiaries of obligations arising under leases of Real Property, *provided* that the aggregate amount of deposits at any timepursuant to sub-paragraph (ii) and sub-paragraph (iii) shall notexceed €10,000,000 (or its equivalent in other currencies) in the aggregate;

### **(p)****                                 **bankers’liens, rights of setoff and other similar liens existing solely with respect tocash and Cash Equivalents on deposit in one or more of the accounts describedbelow, in each case granted in the ordinary course of business in favour of thebank or banks with which the accounts are maintained, securing amounts owing tosuch bank with respect to cash management and operating account arrangements,including those involving pooled accounts and netting arrangements; and

### **(q)****                                 **Liensnot otherwise permitted by the foregoing clauses (a) through (p) to the extentattaching to properties and assets (but not Equity Interests in any person)with an aggregate fair value not in excess of, and securing liabilities not inexcess of, €35,000,000 (or its equivalent other currencies) in the aggregate atany time outstanding.

Inconnection with the granting of Liens of the type described in paragraphs (d),(f), (h), (i), (k), (l), (m) and (q) of this Clause 26.1 by the Parent orany of its Subsidiaries, the Agent and the Security Trustee shall beauthorised, at the request of the Parent or the Existing Borrower, to take anyactions deemed appropriate by it in connection therewith (including, withoutlimitation, by executing appropriate lien releases or lien subordinationagreements in favour of the holder or holders of such Liens, in either casesolely with respect to the assets subject to such Liens).

## **26.2****                        Consolidation,Merger, Purchase or Sale of Assets, etc.**

EachObligor will not, and will not permit any of its Subsidiaries to enter into anytransaction of merger or consolidation, or convey, sell, lease or otherwisedispose of (or agree to do any of the foregoing at any future time) all or anypart of its property or assets, or enter into any sale-leaseback transactions,or purchase or otherwise acquire (in one or a series of related transactions)any part of the property or assets (other than purchases or other acquisitionsof inventory, materials, equipment and intangible assets in the ordinary courseof business) of any person, except that:

### **(a)****                                 **savein respect of any sales, leases or disposals described inparagraph (c)(iii) below, this Clause 26.2 does not apply to a memberof the CEAL Group to which the CEAL Exception Conditions apply;

### **(b)****                                 **CapitalExpenditures by the Parent and its Subsidiaries (other than any ReceivablesSubsidiary) shall be permitted to the extent permitted by Clause 24.1 (*Capital Expenditures*);

### **(c)****                                 **eachof the Parent and its Subsidiaries (other than any Receivables Subsidiary) may:

#### **(i)****                                   **inthe ordinary course of business, sell, lease or otherwise dispose of anytangible assets (excluding shares) or rights in relation thereto which, in the 

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#### reasonablejudgment of such person, is obsolete, worn out or otherwise no longer used oruseful in the conduct of such person’s business;

#### **(ii)****                               **solong as no Default or Event of Default then exists or would result therefrom,sell, lease or otherwise dispose of any other assets (other than the assetsdescribed in sub-paragraph (iii) below), provided that:

**(A)**                               **Fair Market Value**: each such sale, lease or disposition shall be in an arm’s-lengthtransaction and for Fair Market Value;

**(B)**                               **75% Cash Payment**: excluding asset sales the Fair Market Value of which, in the aggregate,does not exceed €5,000,000 (or equivalent in other currencies) in any fiscal year of the Parent, at least 75 percent. of the consideration for all assets sold, leased or otherwise disposed ofpursuant to this sub-paragraph (ii) shall be in the form of cash and paidat the time of closing of such sale, lease or other disposition; and

**(C)**                               **Cap Net Sale Proceeds**: the aggregate Net Sale Proceeds of all assets subject to sales or otherdispositions pursuant to this sub-paragraph (ii) (for purposes of thisproviso only, excluding asset sales or other dispositions where the Net SaleProceeds therefrom are less than €500,000 (or its equivalent in othercurrencies)) shall not exceed €50,000,000 (or its equivalent in othercurrencies) in aggregate in any fiscal year of the Parent,

provided further, that in addition to the above sales,leases and dispositions, the Parent and its Subsidiaries shall be permitted toeffect one or more additional sales or assets so long as (aa) each such saleshall be on an arm’s-length transaction and for Fair Market Value, (bb) atleast 90 per cent. of the consideration for all such additional assetssold shall be in the form of cash paid at the time of closing of the respectivesale and (cc) the aggregate gross sale proceeds of all such additional assetssold after the Initial Borrowing Date shall not exceed €50,000,000 (orequivalent in other currencies) in aggregate;

#### **(iii)****                           **so long as no Default or Event of Default then exists or would resulttherefrom, sell, lease or otherwise dispose of CEAL or all or substantially allof the assets of the CEAL Group, provided that:

**(A)**                               **Fair Market Value**: any such sale, lease or disposition shall be in an arm’s-lengthtransaction and for Fair Market Value;

**(B)**                               **75% Cash Payment**: at least 75 per cent. of the consideration for all assets sold,leased or otherwise disposed of pursuant to this sub-paragraph (iii) shallbe in the form of cash and paid at the time of closing of such sale, lease orother disposition; and

**(C)****                              ****Consolidated Leverage Ratio**: theConsolidated Leverage Ratio as set out in Clause 24.2(c) (*Maximum Consolidated Leverage Ratio*)shall, at the time of such sale, lease and/or disposition be complied with on aPro Forma Basis.

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provided further that no sale-leaseback transactionsshall be permitted to be made pursuant to the foregoing provisions of thisparagraph (c);

### **(d)****                                 **Investmentsmay be made to the extent permitted by Clause 26.5 (*Advances, Investments and Loans*);

### **(e)****                                 **eachof the Parent and its Subsidiaries (other than any Receivables Subsidiary) maylease (as lessee) real or personal property in the ordinary course of business(so long as any such lease does not create a Capitalised Lease Obligationexcept to the extent permitted by Clause 26.4) (*Indebtedness*);

### **(f)****                                   **eachof the Parent and its Subsidiaries (other than any Receivables Subsidiary) maymake sales or transfers of inventory in the ordinary course of business;

### **(g)****                                **eachof the Parent and its Subsidiaries (other than any Receivables Subsidiary) maysell or discount, in each case without recourse and in the ordinary course ofbusiness, overdue accounts receivable arising in the ordinary course ofbusiness, but only in connection with the compromise or collection thereofconsistent with customary practice (and not as part of any bulk sale orfinancing of receivables);

### **(h)****                                **transfersof condemned property to the respective governmental authority or agency thathas condemned same (whether by deed in lieu of condemnation or otherwise), andtransfers of properties that have been subject to a casualty to the respectiveinsurer of such property as part of an insurance settlement, shall bepermitted;

### **(i)****                                   **eachof the Parent and its Subsidiaries may license, sublicense or transfersoftware, trademarks and other intellectual property which (i) do notmaterially interfere with the business of the Parent and its Subsidiaries takenas a whole and (ii) could not reasonably be expected to have a Material AdverseEffect;

### **(j)****                                   **solong as no Default or Event of Default exists at the time of the respectivetransfer of assets or immediately after giving effect thereto, (i) the Parentand its Subsidiaries may transfer assets to the Parent or the Existing Borroweror any Wholly-Owned Subsidiary of either of them which is a Qualified Obligorat such time, (ii) in the ordinary course of its business and consistent withpast practice, the Parent and its Subsidiaries may transfer inventory andequipment to Wholly-Owned Subsidiaries of the Parent or the Existing Borrowerwhich are not Qualified Obligors and which are not inactive Non-MaterialSubsidiaries and (iii) any Wholly-Owned Subsidiary of the Parent or theExisting Borrower which is neither a Guarantor nor an inactive Non-MaterialSubsidiary may transfer assets to any other Wholly-Owned Subsidiary of theParent which is neither a Guarantor nor an inactive Non-Material Subsidiary, ineach case so long as (x) if the respective transfer is being made to anyObligor, all actions needed to maintain the perfection and priority of thesecurity interests, if any, of the Lenders in the assets so transferred aretaken at the time of the respective transfer and (y) the Parent reasonablydetermines that the transfer is not reasonably likely to be adverse to theLenders in any material respect, provided always that in all cases, no suchtransfer shall result in the reduction in the value of the Security subject tothe Security Documents as at the Initial Borrowing Date and/or would have aMaterial Adverse Effect;

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### **(k)****                               **solong as no Default or Event of Default exists at the time of the respectivetransfer of assets or immediately after giving effect thereto, (i) any Non-U.S.Subsidiary of the Parent which is a Wholly-Owned Subsidiary of the Parent maymerge with or into the Parent or any other Non-U.S. Subsidiary of the Parentwhich is also a Wholly-Owned Subsidiary of the Parent and is a Qualified Guarantorat such time (so long as (A) in the case of any such merger with or into theParent, the Parent is the survivor of such merger and (B) in the case of anyother such merger, the survivor is a Wholly-Owned Subsidiary of the Parentwhich is a Qualified Guarantor), (ii) any Wholly-Owned U.S. Subsidiary of theParent may be merged into the Existing Borrower (as long as the ExistingBorrower is the surviving corporation of such merger as a Wholly-OwnedSubsidiary of the Parent) or any other Wholly-Owned U.S. Subsidiary of theExisting Borrower which is a Qualified Guarantor at such time (so long as thesurviving company of such merger remains a Wholly-Owned U.S. Subsidiary of theExisting Borrower which is a Qualified Guarantor) and (iii) any Non-Guarantor Subsidiarymay merge with or into any other Non-Guarantor Subsidiary, provided always thatin all cases, no such transfer shall result in the reduction in the value ofthe Security subject to the Security Documents as at the Initial Borrowing Dateand/or would have a Material Adverse Effect;

### **(l)****                                   **inaddition to transfers permitted above, and so long as no Default or Event ofDefault exists at the time of the respective transfer or immediately aftergiving effect thereto, the Obligors shall be permitted to transfer assets(other than cash, Cash Equivalents and Equity Interests in any Obligor) to theParent or other Subsidiaries of the Parent so long as cash in an amount atleast equal to the Fair Market Value of the assets so transferred is receivedby the respective transferor, provided always that in all cases, no suchtransfer shall result in the reduction of the value of the Security subject tothe Security Documents as at the Initial Borrowing Date and/or would have aMaterial Adverse Effect;

### **(m)****                             **solong as no Default or Event of Default then exists (and would not existimmediately after giving effect thereto), the Parent shall be permitted topurchase Equity Interests in Subsidiaries of the Parent which are notWholly-Owned Subsidiaries of the Parent (before giving effect to the respectivepurchase) at prices not to exceed the Fair Market Value thereof, *provided* that, (i) after giving effect to each purchasepursuant to this paragraph (m), the financial covenants in Clause 24(*Financial Condition*) are incompliance on a Pro Forma Basis and (ii) at the date of the declaration of eachpurchase (and if such purchase is consummated within 30 days of suchdeclaration) pursuant to this paragraph (m), the Existing Borrower shallhave Available Liquidity of at least €50,000,000;

### **(n)****                                **inactiveNon-Material Subsidiaries of a Borrower or the Parent (excluding in any eventthe Borrowers) may be liquidated from time to time, so long as the Parent orsuch Borrower as the case may be, determines that such liquidation is notreasonably likely to be adverse in any material respect (including, withoutlimitation, as a result of any assumption of liabilities) to the Parent or suchBorrower;

### **(o)****                                 **sales,contributions and other transfers by the Receivables Sellers of ReceivablesFacility Assets to the respective Receivables Subsidiary and sales and othertransfers of Receivables Facility Assets by a Receivables Subsidiary to one ormore purchasers pursuant to the respective Permitted Receivables Facility, andpurchases and acquisitions of Receivables Facility Assets by the ReceivablesSubsidiaries, in each

 

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### case pursuantto the terms of the respective Permitted Receivables Facility, shall bepermitted;

### **(p)****                                 **solong as no Default or Event of Default then exists, and so long as no Defaultor Event of Default will exist after giving effect to the respective PermittedAcquisition, the Parent and its Wholly-Owned Subsidiaries (other than anyReceivables Subsidiary) may from time to time make Permitted Acquisitions, solong as the requirements contained in the definitions of “Permitted Acquisition”and “Permitted Acquisition Conditions” are satisfied;

### **(q)****                                 **tothe extent the Parent or any of its Subsidiaries acquires (but not pursuant toa Permitted Acquisition) or constructs any Real Property or acquires (but notpursuant to a Permitted Acquisition) any equipment, in each case after theInitial Borrowing Date, then (i) in the case of Real Property, within180 days of the acquisition thereof (or in the case of Real Property beingconstructed or upon which substantial improvements are being made, within180 days after the completion of such construction or substantialimprovements) and (ii) in the case of equipment, within 120 days of theacquisition thereof, the Parent or the respective Subsidiary owning same maysell the respective Real Property or equipment pursuant to a sale-leasebacktransaction so long as (A) there shall exist no Default or Event of Default(both before and after giving effect thereto), (B) the sale is on an arm’s-lengthtransaction and for Fair Market Value, (C) at least 75 per cent. of theaggregate consideration therefor shall be in the form of cash and is paid atthe time of consummation of sale and (D) to the extent Capitalised LeaseObligations result from the respective sale-leaseback, such Capitalised LeaseObligations shall be permitted pursuant to Clause 26.4 (*Indebtedness*);

### **(r)****                                 **eachof the Parent and its Subsidiaries may enter into any sale-leasebacktransaction:

#### **(i)****                                   **involvingthe Denver Warehouse; or

#### **(ii)****                               **whichis not permitted pursuant to paragraph (i) above, provided that at anytime the aggregate value of all property sold and leased back pursuant to thisparagraph (ii) shall not exceed €50,000,000,

*provided*, in each case, that (A) there shall exist no Defaultor Event of Default immediately before giving effect thereto, (B) no Default orEvent of Default would result from giving effect thereto, (C) the sale is on anarm’s-length transaction and for Fair Market Value, (D) at least 75 percent. of the aggregate consideration therefor shall be in the form of cash andis paid at the time of consummation of sale and (E) to the extent CapitalisedLease Obligations result from the respective sale-leaseback, such CapitalisedLease Obligations shall be permitted pursuant to Clause 26.4 (*Indebtedness*) and (F) all proceeds raisedpursuant to such sale-lease back transaction are applied in accordance withClause 13.1(b) (*Repayment from NetProceeds*), and provided further that if the lease of a property soldand leased back pursuant to this paragraph lapses or terminates for any reason,the value of such property shall cease to be taken into account for thepurposes of paragraph (ii) above and the sale of such property shall bedeemed for the purposes of Clause 26.2(c)(ii) above to have taken place onthe date of the termination or lapse of such lease, as if such lease had neverexisted and this Clause 26.2(r) had never applied;

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### **(s)****                                 **eachof the Parent and its Subsidiaries may sell or liquidate, in each case for cashat fair market value (as reasonably determined by the Parent or the respectiveSubsidiary), Cash Equivalents;

### **(t)****                                   **solong as no Default or Event of Default is then in existence (or shall existafter giving effect thereto), the Parent and its Subsidiaries may effect one ormore Sales In Lieu of Liquidation in accordance with the definition thereofcontained herein; and

### **(u)****                                **acquisitionsfor value of Senior Subordinated Notes, New Senior Subordinated Notes andSenior Subordinated Convertible Bonds may be made to the extent permitted byClause 26.8(a)(iv) (*Limitation onVoluntary Payments and Modifications of Indebtedness; Modifications ofCertificate of Incorporation, By-Laws and Certain Other Agreements*).

Notwithstandinganything to the contrary contained above, in no event shall the Parent or anyof its Subsidiaries (x) sell, transfer or dispose of any Equity Interests in aBorrower or any Subsidiary of the Parent which owns Equity Interests, in aBorrower or (y) sell any Equity Interests in any other Subsidiary of the Parentunless, in the case of this clause (y), the respective sale or dispositionmeets the requirements of one or more of the paragraphs of thisClause 26.2 unless all Equity Interests in the respective Subsidiary ownedby Parent and its Subsidiaries are sold pursuant to the respective sale.  Furthermore, the foregoing provisions of thisClause 26.2 are subject to continued compliance by the Obligors and theirSubsidiaries with the requirements of Clauses 25.2 (*Conduct of Business*) and 26.13 (*Assets and EBITDA Attributable to Qualified Obligors*).  To the extent the Instructing Group waive theprovisions of this Clause 26.2 with respect to the sale of any Collateral,or any Collateral is sold as permitted by this Clause 26.2, suchCollateral (unless sold to the Parent or a Subsidiary of the Parent) shall besold free and clear of the Liens created by the Security Documents, and theAgent and Security Trustee shall be authorised to take any actions deemedappropriate in order to effect the foregoing.

## **26.3****                        RestrictedPayments**

Each Obligor will not, and will not permit any of itsSubsidiaries to make any Restricted Payment, except that:

### **(a)****                                 **anySubsidiary of the Parent may pay Dividends to its shareholders, in each case solong as the Parent or any Subsidiary of the Parent which owns an EquityInterest in such Subsidiary either:

#### **(i)****                                   **receivesa percentage of any such Dividends which is at least equal to its percentageEquity Interest in the respective Subsidiary paying the Dividend;

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

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#### **(iii)****                           **(inthe case only of Dividends whereby such Subsidiary is either redeeming,retiring, purchasing or otherwise acquiring, directly or indirectly, for aconsideration any shares of any class of its share capital or any partnershipor membership interests outstanding (or any options or warrants issued by suchperson with respect to its share capital or other Equity Interests), or settingaside any funds for any of the foregoing purposes, or is permitting any of itsSubsidiaries to purchase or otherwise acquire for a consideration any shares ofany class of the share capital or any partnership or membership interests ofsuch person outstanding (or any options or warrants issued by such person withrespect to its share capital or other Equity Interests)), waives itsentitlement to, or otherwise agrees not to receive, such Dividends; *provided* that (A) after giving effect to the redemption,retirement, purchase or acquisition of any of such Subsidiary’s shares thepercentage of Equity Interests held by the Parent or any Subsidiary of theParent in such Subsidiary increases, (B) after giving effect to each waiver oragreement not to receive Dividends pursuant to this sub-paragraph (iii)the financial covenants in Clause 24 (*FinancialCondition*) are in compliance on a Pro Forma Basis and (C) at thedate of such waiver or agreement the Existing Borrower shall have AvailableLiquidity of at least €50,000,000;

### **(b)****                                 **anySubsidiary of the Parent (other than the Existing Borrower and its Subsidiariesif any Default or Event of Default is then in existence) may declare and payDividends or make distributions to the Parent or a Wholly-Owned Subsidiary of theParent;

### **(c)****                                 **paymentsmay be made from time to time with respect to Affiliate Debt permitted to beincurred and remain outstanding in accordance with the terms of this Agreement,in each case so long as (x) the respective payment is permitted to be made inaccordance with the terms of the Intercreditor Deed and (y) other than in thecase of payments made by any Non-U.S. Subsidiary of the Parent (which is notalso a Subsidiary of the Existing Borrower) to the Parent and payments made byany person to the Existing Borrower (or to any person which then transmits suchpayments to the Existing Borrower or one or more other persons who immediatelytransmit such payments to the Existing Borrower), no Default or Event ofDefault then exists (both before and after giving effect to the respectivepayment);

### **(d)****                                 **theParent may (i) repurchase the Parent Common Stock and/or options to purchasethe Parent Common Stock held by or (ii) make payments pursuant to equityappreciation rights agreements to, directors, executive officers, members ofmanagement or employees of the Parent or any of its Subsidiaries upon thedeath, disability, retirement or termination of such director, executiveofficers, member of management or employee, so long as (A) no Default or Eventof Default then exists or would exist after giving effect thereto and (B) theaggregate amount of cash expended by the Parent pursuant to thisparagraph (d) shall not exceed €10,000,000 in any fiscal year of theParent plus the net cash proceeds of Parent Common Stock sold todirectors, executive officers, members of management or employees of the Parentand its Subsidiaries in such fiscal year;

### **(e)****                                 **ifany Parent Preference Shares B are issued after the Initial Borrowing Date inaccordance with the terms of the Parent’s Articles of Association as the termsof the Parent Preference Shares B thereunder are in effect on the InitialBorrowing Date or as thereafter amended in a manner no less favorable to theLenders, then at any time 

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### and from timeto time thereafter, so long as no Default or Event of Default then exists, andso long as no Default or Event of Default will exist after giving effect to therespective redemption of Parent Preference Shares B, the Parent may redeem itsoutstanding Preference Shares B, at their issue price plus any accrued andunpaid dividends thereon, *provided* thatat the date of the declaration of the respective redemption of the ParentPreference Shares B (and if such redemption is consummated within 30 daysof such declaration), after giving effect to the respective redemption, theExisting Borrower shall have Available Liquidity of at least €50,000,000; and

### **(f)****                                   **solong as no Default or Event of Default then exists, and so long as no Defaultor Event of Default will exist after giving effect to the respective payment ofDividends, the Parent may pay, during the first six months of any fiscal yearof the Parent regularly accruing Dividends based on the Parent’s ConsolidatedNet Income for the immediately preceding fiscal year:

#### **(i)****                                   **withrespect to Parent Preference Shares A (so long as there is no increase to thenumber of shares of outstanding Parent Preference Shares A after the InitialBorrowing Date), in an aggregate amount not to exceed that amount determined inaccordance with the Articles of Association of the Parent (as in effect on theInitial Borrowing Date or as thereafter amended in a manner no less favorableto the Lenders) and the resolution of the Executive Board of the Parentproviding for the first issuance of Parent Preference Shares A, it beingunderstood and agreed that the aggregate amount of Dividends paid in respect ofthe Parent Preference Shares A in each fiscal year of the Parent pursuant tothis sub-paragraph (i) shall not exceed €11,200,000 for the fiscal yearsending closest to 31 December 2003 through till 2008, and thereafter in suchamount as calculated in accordance with the Articles of Association of theParent (referred to as the “**Applicable PreferenceShare A Dividend**”) *provided* thatto the extent the aggregate amount of Dividends paid pursuant to thissub-paragraph (i) are less than the Applicable Preference Share A Dividendin any fiscal year of the Parent (beginning with fiscal year 2006), thedifference between the amount paid in such fiscal year and the ApplicablePreference Share A Dividend, may be carried forward and used to pay Dividendsin respect of the Parent Preference Shares A in succeeding fiscal years;

#### **(ii)****                               **withrespect to Parent Preference Shares B, if any, issued after the InitialBorrowing Date in accordance with the terms of the Parent’s Articles ofAssociation as the terms of such Parent Preference Shares B thereunder are ineffect on the Initial Borrowing Date or as thereafter amended in a manner noless favourable to the Lenders, in amounts determined in accordance with theArticles of Association of the Parent (as in effect on the Initial BorrowingDate or as thereafter amended in a manner no less favourable to the Lenders);and

#### **(iii)****                           **withrespect to Parent Common Stock, *provided* thatthe aggregate amount of all Dividends paid during any fiscal year of the Parentpursuant to this sub-paragraph (iii) shall not exceed the aggregate of(A) 35 per cent. of the Consolidated Net Income Available to Common(calculated before deducting any non-cash exceptionals accrued during suchperiod) for the immediately preceding fiscal year and (B) the AdditionalDividend Amount,

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*provided further*, that in the case of each of foregoing sub-paragraphs(i), (ii) and (iii) (including the provisos thereto), at the date of thedeclaration of the payment of such Dividends (and if such payment is madewithin 30 days of such declaration), after giving effect to the payment ofsuch Dividends, the Existing Borrower shall have Available Liquidity of atleast €50,000,000.

Notwithstanding anything to the contrary containedabove, in the case of Dividends to be paid at any time pursuant to thisparagraph (f), if on the date the payment and amount of the respectiveDividends are announced, so long as the respective announcement is made within90 days prior to the payment of the respective Dividends, no Default orEvent of Default then exists, and no Default or Event of Default would exist ifDividends in the respective amount announced (when added to any other amountsof Dividends announced but not yet paid) were paid on such date (including,without limitation, pursuant to Clause 24.2(c) (*Maximum Consolidated Leverage Ratio*) after giving effect tothe incurrence of any Indebtedness needed to finance same) and so long as theamount of Dividends to be paid complies with the requirements of thisparagraph (f), as the case may be, and so long as the Available Liquidityrequirements sets forth in said paragraphs would be satisfied if the Dividendsso announced (when added to any other amounts of Dividends announced but notyet paid) were actually paid on the date of the respective announcement (aftergiving effect thereto), then the respective Dividends (in the aggregate amountsso announced) may be paid within 90 days after such announcement, so longas no Default or Event of Default then exists or would exist after givingeffect to the payment of such Dividends, notwithstanding the failure to satisfythe Available Liquidity requirements on the date the respective Dividends areactually paid.

Theforegoing provisions of this Clause 26.3 shall in no event restrict orlimit the ability of any Obligor to make payments owing by them pursuant to theterms of any Finance Document.

## **26.4****                        Indebtedness**

EachObligor will not, and will not permit any of its Subsidiaries (other than amember of the CEAL Group to which the CEAL Exception Conditions apply (save inrespect of paragraph (q) below)) to, contract, create, incur, assume orsuffer to exist any Indebtedness, except:

### **(a)****                                 **Indebtednessincurred pursuant to this Agreement and the other Finance Documents;

### **(b)****                                 **ExistingIndebtedness outstanding on the Initial Borrowing Date, without giving effectto any subsequent extension, renewal or refinancing thereof, except thatthe Third Party Existing Indebtedness as set out in Section A ofPart II of Schedule 10 (*ExistingIndebtedness*) may be Refinanced, or successively Refinanced, throughone or more issues of Permitted Refinancing Indebtedness;

### **(c)****                                 **Indebtedness(including, without limitation, Indebtedness of such persons evidenced byCapitalised Lease Obligations entered into in accordance with the relevantrequirements of Clause 26.8 (*Limitationon Voluntary Payments and Modifications of Indebtedness; Modifications ofCertificate of Incorporation, By-laws and Certain Other Agreements; etc.*),Indebtedness of such persons of the type described in Clause 26.1(i) (*Liens*), Permitted Acquired Debt and SellerDebt and such other 

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### Indebtednessas is incurred pursuant to this paragraph (c)) of (i) the Parent, aBorrower and one or more Qualified Guarantors or (ii) in the case of PermittedAcquired Debt only, the respective Subsidiary or Subsidiaries acquired pursuantto such Permitted Acquisition, provided that:

**(A)**                               no Default or Event of Default shall existat the time of the incurrence of such Indebtedness and immediately after givingeffect thereto; and

**(B)**                               the aggregate principal amount ofIndebtedness at any time outstanding pursuant to this paragraph (c) doesnot exceed €200,000,000 (or its equivalent in other currencies), of which nomore than €75,000,000 (or its equivalent in other currencies) shall at any timeoutstanding constitute Indebtedness other than Permitted SubordinatedIndebtedness, with the balance required at all times to constitute PermittedSubordinated Indebtedness;

### **(d)****                                 **Indebtednessunder non-speculative Other Interest Hedging Agreements;

### **(e)****                                 **Indebtednessof any Guarantor owed to the Parent or any other Subsidiary of the Parent (notan inactive Material Subsidiary), *provided* that(i) any such Indebtedness (unless owed to a Borrower) shall be subordinated as,and to the extent, required by the last sentence of this Clause 26.4 and(ii) at the first time that any person other than the Parent or any Subsidiaryof the Parent (not an inactive Material Subsidiary) owns or holds any suchIndebtedness or any person other than a Borrower or (other than in the case ofIndebtedness owed by a Borrower) any Qualified Obligor holds a Lien in respectof such Indebtedness, the debtor of such Indebtedness shall be deemed to haveincurred at such time Indebtedness not permitted by this paragraph (e);

### **(f)****                                   **Indebtednessof any Subsidiary of the Parent which is not a Guarantor owed to the Parent orany other Subsidiary of the Parent, *provided* that(i) any such Indebtedness owed to any Qualified Obligor shall (except asotherwise provided in the Intercreditor Deed) be unsubordinated and(ii) at the first time that any person other than the Parent or anySubsidiary thereof owns or holds any such Indebtedness or any person (otherthan a Borrower or any Qualified Obligor) holds a Lien in respect of suchIndebtedness, the respective debtor shall be deemed to have incurred at suchtime Indebtedness not permitted by this paragraph (f);

### **(g)****                                **inaddition to any Indebtedness permitted by paragraph (f) above,Indebtedness of the Parent or any Wholly-Owned Subsidiary of the Parent to theParent or another Wholly-Owned Subsidiary of the Parent constituting thepurchase price in respect of intercompany transfers of assets made in theordinary course of business to the extent not constituting Indebtedness forborrowed money;

### **(h)****                                **Indebtednessevidenced by Other Currency/Commodities Hedging Agreements entered intopursuant to Clause 26.5(e) (*Advances,Investments and Loans*);

### **(i)****                                   **Indebtednessof the Parent and its Subsidiaries under performance bonds, documentary creditobligations to provide security for workers’ compensation claims and bankoverdrafts, in each case incurred in the ordinary course of business, *provided* that any obligations arising in connection withsuch bank overdraft Indebtedness is extinguished within five Business Days;

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### **(j)****                                   **Indebtednessincurred by the Parent or any of its Subsidiaries arising from agreementsproviding for indemnification related to sales of goods or adjustment ofpurchase price or similar obligations in any case incurred in connection withthe disposition of any business, assets or Subsidiary of the Parent;

### **(k)****                               **accountspayable to vendors for goods and services obtained in the normal course ofbusiness and under customary terms and conditions;

### **(l)****                                   **Indebtednessof the Existing Borrower, and subordinated guarantees thereof by the Parent andthe Guarantors, under the Senior Subordinated Notes, the other SeniorSubordinated Note Documents, the Senior Subordinated Convertible Bonds and theother Senior Subordinated Convertible Bond Documents in an aggregate principalamount not to exceed $350,000,000 and €114,819,000 (as (x) increased, as aresult of the issuance of any additional Senior Subordinated Notes topay-in-kind any regularly accruing interest on any outstanding SeniorSubordinated Notes (or any Permitted Refinancing Indebtedness, other than theSenior Subordinated Notes, issued to refinance same) in accordance with theterms applicable to the Senior Subordinated Notes and (y) reduced by anyrepayments of principal thereof except for any such repayments to the extentmade as a result of the issuance of refinancing Senior Subordinated Notes inaccordance with the definition of Senior Subordinated Notes contained herein);

### **(m)****                             **Indebtednesswhich may be deemed to exist pursuant to one or more Permitted ReceivablesTransactions;

### **(n)****                                **obligationsincurred in the ordinary course of business in respect of (i) bankoverdrafts and with respect to cash management and operating accountarrangements, provided that such arrangements are not the functional equivalentof extensions of Indebtedness for borrowed money and (ii) amounts owed byany member of the Group that undertakes intra-group banking or cash managementactivities to the Parent or any Subsidiary of the Parent in respect of suchactivities;

### **(o)****                                 **additionalunsecured Indebtedness of the Parent or the Existing Borrower consisting of(x) unsecured guarantees by the Parent or the Existing Borrower of obligations(which guaranteed obligations do not themselves constitute Indebtedness) of oneor more Wholly-Owned Subsidiaries of the respective guarantor that arethemselves Qualified Obligors, and (y) unsecured guarantees by the Parent orthe Existing Borrower of leases pursuant to which one or more Wholly-OwnedSubsidiaries of the respective guarantors that are themselves QualifiedObligors are the respective lessee;

### **(p)****                                 **unsecuredIndebtedness of Subsidiaries of the Parent (which are not Subsidiaries of theExisting Borrower) incurred from local banks which are supported by one or moreDocumentary Credit, *provided* thatIndebtedness shall be permitted to be incurred, and remain outstanding,pursuant to this paragraph (p) only to the extent that the aggregate outstandingprincipal amount thereof is at all times supported by a Documentary Creditissued pursuant to this Agreement with a face amount equal to or greater thanthe principal amount of the Indebtedness outstanding pursuant to thisparagraph (p);

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### **(q)****                                 **Indebtednessincurred by the members of the CEAL Group provided that:

#### **(i)****                                   **noDefault or Event of Default shall exist at the time of the incurrence of eachIndebtedness and immediately after giving effect thereto;

#### **(ii)****                               **theParent and its Subsidiaries will be in compliance with Clause 24 (*Financial Condition*) on a Pro Forma Basisafter giving effect to each incurrence of such Indebtedness; and

#### **(iii)****                           **theratio of consolidated total net debt to consolidated EBITDA of the CEAL Groupshall not be equal to or greater than 2.00:1.00, both before and after theincurrence of such Indebtedness; and

### **(r)****                                 **Indebtednessof the Existing Borrower, and subordinated guarantees thereof by the Parent andthe Guarantors, under the New Senior Subordinated Notes, the other New SeniorSubordinated Note Documents, in an aggregate principal amount not to exceed$150,000,000 (as (x) increased, as a result of the issuance of anyadditional New Senior Subordinated Notes to pay-in-kind any regularly accruinginterest on any outstanding New Senior Subordinated Notes (or any PermittedRefinancing Indebtedness, other than the New Senior Subordinated Notes, issuedto refinance same) in accordance with the terms applicable to the New SeniorSubordinated Notes and (y) reduced by any repayments of principal thereofexcept for any such repayments to the extent made as a result of the issuanceof refinancing New Senior Subordinated Notes in accordance with the definitionof New Senior Subordinated Notes contained herein).

Notwithstandinganything to the contrary contained above or elsewhere in this Agreement, (y) inno event shall the Parent or the Borrowers permit any Subsidiary of the Parentother than the Existing Borrower or any Qualified Guarantor to incur anyIndebtedness or any other obligation having any element of recourse to anyObligor or to any of its assets or property and (z) Affiliate Debt (excludingonly Affiliate Debt where each obligee and obligor (including any guarantors)thereof are Subsidiaries of the Parent none of which are Obligors) shall onlybe permitted to be incurred and to remain outstanding if each obligee and eachobligor (including any guarantors) with respect to such Affiliate Debt shallhave become parties to the Intercreditor Deed in accordance with the termsthereof.

## **26.5****                        Advances,Investments and Loans**

EachObligor will not, and will not permit any of its Subsidiaries (other than amember of the CEAL Group to which the CEAL Exception Conditions apply) to,directly or indirectly, lend money or credit or make advances to any person, orpurchase or acquire any stock, obligations or securities of, or any otherinterest in, or make any capital contribution to, any other person (all of theforegoing, “**Investments**”), exceptthat the following shall be permitted:

### **(a)****                                 **theParent and its Subsidiaries may acquire and hold accounts receivables arisingin the ordinary course of business and owing to any of them;

### **(b)****                                 **theParent and its Subsidiaries may acquire and hold Cash Equivalents, providedthat at any time there are Revolving Facility Outstandings and/or SwinglineFacility Outstandings, the aggregate amount of Cash Equivalents permitted to beheld by 

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### Parent and itsSubsidiaries shall not exceed €50,000,000 (or its equivalent in othercurrencies) for any period of five (5) consecutive Business Days;

### **(c)****                                 **theParent and its Subsidiaries may make loans and advances in the ordinary courseof business to their respective employees so long as the aggregate principalamount thereof at any time outstanding (determined without regard to anywrite-downs or write-offs of such loans and advances) shall not exceed€10,000,000 (or its equivalent in other currencies);

### **(d)****                                 **theParent and its Subsidiaries may enter into Other Interest Hedging Agreements tothe extent permitted in Clause 26.4(d) (*Indebtedness*);

### **(e)****                                 **theParent and its Subsidiaries may enter into and perform their obligations underOther Currency/Commodity Hedging Agreements entered into in the ordinary courseof business so long as any such Other Currency/Commodity Hedging Agreement isnot speculative in nature and is (i) related to income derived from foreignsales or operations of the Parent or any Subsidiary or otherwise related topurchases permitted hereunder from foreign suppliers, (ii) entered into toprotect the Parent and/or its Subsidiaries against fluctuations in the pricesof raw materials used in their businesses or (iii) entered into to protect theGroup’s exposure to adverse movements in foreign exchange in relation to theFacilities and any Permitted Subordinated Indebtedness;

### **(f)****                                   **provisionof Indebtedness may be made as expressly permitted by paragraphs (e) and (f) ofClause 26.4 (*Indebtedness*);

### **(g)****                                **theParent and its Subsidiaries may (i) sell or transfer assets to the extentpermitted by Clause 26.2 (*Consolidation,Merger, Purchase or Sale of Assets, etc.*), and may acquire non-cashconsideration in respect thereof to the extent permitted by Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*) and (ii) repurchase Equity Interests in certain of itsSubsidiaries to the extent expressly permitted pursuant to Clause 26.2(m)(*Consolidation, Merger, Purchase or Sale ofAssets, etc.*);

### **(h)****                                **theParent may effect Permitted Acquisitions in accordance with the requirements ofClause 26.2(p) (*Consolidation, Merger,Purchase or Sale of Assets, etc.*) and an amount equal to the cashconsideration therefor may be contributed, loaned or advanced to, or investedin, the respective person (which must be the Parent or a Wholly-OwnedSubsidiary thereof) making such Permitted Acquisition by the Parent or any ofits Wholly-Owned Subsidiaries so long as all amounts so invested are in factused within ten days of the respective payment to pay such considerationowing in connection with the respective Permitted Acquisition (or if not soused, are returned to the Parent or its respective Wholly-Owned Subsidiary atthe end of such five-day period);

### **(i)****                                   **Investmentsconsisting of guarantees in existence on the Initial Borrowing Date asdisclosed in Clause 26.4 (*Indebtedness*)or arising thereafter as a result of guarantees permitted pursuant toClause 26.4 (*Indebtedness*);

### **(j)****                                   **theParent and its Subsidiaries may, in the ordinary course of business, acquireand own investments (including debt obligations) received in connection withthe 

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### bankruptcy orreorganisation of, or in settlement of delinquent obligations of, theirsuppliers and customers;

### **(k)****                               **inaddition to Investments otherwise permitted above, the Parent and itsSubsidiaries may hold (i) their interests in their respective Subsidiaries and(ii) Investments as are in effect on the Initial Borrowing Date which are setout in Part VII of Schedule 10 (*ExistingInvestments*);

### **(l)****                                   **(i)the Parent and the Qualified Obligors may make equity contributions to thecapital of Wholly-Owned Subsidiaries of the Parent which are also QualifiedObligors, *provided* that in the event that anyQualified Obligor in which an investment is made pursuant to thisparagraph (l) ceases to constitute a Wholly-Owned Subsidiary of the Parentwhich is a Qualified Obligor, any remaining Investment therein by the Parent orany of its Subsidiaries will be required to be independently justified underanother clause of this Clause 26.5 and (ii) Wholly-Owned Subsidiaries maymake equity investments (including, for this purpose, preferred equityinvestments) in Non-Guarantor Subsidiaries (A) to the extent all proceeds ofsuch equity investment are immediately thereafter used by such Non-GuarantorSubsidiary to repay in cash outstanding Intercompany Loans in a like amountpreviously made by a Qualified Obligor (and otherwise permitted hereunder) tosuch Non-Guarantor Subsidiary and (B) so long as any Equity Interest issued asconsideration for such equity investment is promptly pledged to the SecurityTrustee for the benefit of the Finance Parties to the extent required byClause 25.7 (*Additional Security andFurther Assurances*)**orany Security Document;

### **(m)****                             **Non-GuarantorSubsidiaries may make equity contributions to the capital of otherNon-Guarantor Subsidiaries, *provided* thatin the event that any Non-Guarantor Subsidiary which has received acommon equity contribution pursuant to this paragraph (m) ceases toconstitute a Subsidiary of the Parent, any remaining Investment therein by theParent or any of its Subsidiaries will be required to be independentlyjustified under another clause of this Clause 26.5;

### **(n)****                                **solong as no Default or Event of Default then exists or would exist after givingeffect thereto, the Parent and its Subsidiaries may make additional Investments(which remain outstanding on any date of determination) not exceeding inaggregate €40,000,000 (or its equivalent in other currencies), (and will remainso after the making of each Investment made pursuant to this proviso) providedthat the acquisition cost attributable to any Investment made pursuant to thisClause 26.5(n) will not be taken into consideration in calculating theaggregate Investments under this Clause after the non-recourse disposal of suchInvestment;

### **(o)****                                 **theParent or any Subsidiary of the Parent may make cash common equitycontributions to the capital of its Subsidiary with the cash proceeds ofDividends received from such Subsidiary, *provided* that(i) in the event that any Subsidiary which has received a common equitycontribution pursuant to this paragraph (o) ceases to constitute aSubsidiary of the Parent, any remaining Investment therein by the Parent or anyof its Subsidiaries will be required to be independently justified underanother clause of this Clause 26.5, (ii) after giving effect to eachequity contribution pursuant to this paragraph (o), the financial covenantsin Clause 24 (*Financial Condition*)are in compliance on a Pro Forma Basis and (iii) at the date of 

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### the equitycontribution pursuant to this paragraph (o), the Existing Borrower shallhave Available Liquidity of at least €50,000,000;

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

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

## **26.6****                        Transactionswith Affiliates**

EachObligor will not, and will not permit any of its Subsidiaries (other than amember of the CEAL Group to which the CEAL Exception Conditions apply) to,enter into any transaction or series of related transactions, with anyAffiliate of the Parent or any of its Subsidiaries, other than in the ordinarycourse of business and on terms and conditions substantially as favorable to theParent or such Subsidiary as would reasonably be obtained by the Parent or suchSubsidiary at that time in a comparable arm’s-length transaction with a personother than an Affiliate, except that:

### **(a)****                                 **RestrictedPayments may be paid to the extent provided in Clause 26.3 (*Restricted Payments*);

### **(b)****                                 **loansmay be made and other transactions may be entered into between the Parent andits Subsidiaries to the extent expressly permitted by Clauses 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*), 26.4 (*Indebtedness*)and 26.5 (*Advances, Investments and Loans*);

### **(c)****                                 **customaryfees may be paid to directors of the Parent and its Subsidiaries;

### **(d)****                                 **theParent and its Subsidiaries may enter into employment arrangements with respectto the procurement of services of their respective officers and employees inthe ordinary course of business, including executive compensation arrangements;

### **(e)****                                 **theTransaction shall be permitted;

### **(f)****                                   **theParent and its Subsidiaries may enter into the transactions contemplated by thePermitted Receivables Facility Documentation;

### **(g)****                                **theParent and its Subsidiaries may enter into Tax Sharing Agreements; and

### **(h)****                                **theParent may issue Parent Preference Shares B to the Permitted Holder thereof inaccordance with the terms of the Parent’s Articles of Association as the termsof the Parent Preference Shares B thereunder are in effect on the InitialBorrowing Date or as thereafter amended in a manner no less favorable to theLenders.

 

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Inaddition to the applicable requirements provided above, any transaction orseries of related transactions (other than as described in sub-paragraphs (a)through (h) above and excluding transactions between the Parent and/or one ormore Wholly-Owned Subsidiaries of the Parent) between or among the Parentand/or any of its Subsidiaries (other than the members of the CEAL Group towhich the CEAL Exception Conditions apply), on the one hand, and any of theirrespective Affiliates, on the other hand, with a value in excess of (A)€5,000,000 shall only be permitted if a majority of the disinterested directorsof the Parent approve the transaction as meeting the standard set forth abovein this Clause 26.6 and (B) €25,000,000 shall only be permitted if theparties thereto provide a fairness opinion from a person, and in form, scopeand substance, reasonably satisfactory to the Agent.

## **26.7****                        Business**

### **(a)****                                 **TheObligors will not, and will not permit any of their Subsidiaries to, engage(directly or indirectly) in any business other than the Group Business andreasonable extensions thereof, provided that, for a period not extending beyondthe date which occurs one year after the date the respective PermittedAcquisition is consummated, any Subsidiary of the Parent which was acquired bythe Parent or any of its Wholly-Owned Subsidiaries (other than the ReceivablesSubsidiary) pursuant to a Permitted Acquisition shall be permitted to engage ina business other than the Group Business and reasonable extensions thereof to theextent so engaged by it immediately prior to such Permitted Acquisition (solong as such other business was not undertaken in contemplation of therespective Permitted Acquisition).

### **(b)****                                 **TheParent will cause each Receivables Subsidiary to comply with the requirementsof Clause 26.11 (*Receivables Subsidiaryand Permitted Receivables Facility*).

## **26.8****                        Limitationon Voluntary Payments and Modifications of Indebtedness; Modifications ofCertificate of Incorporation, By-Laws and Certain Other Agreements; etc.**

### **(a)****                                 **EachObligor will not, and will not permit any of its Subsidiaries (other than amember of the CEAL Group to which the CEAL Exception Conditions apply) to:

#### **(i)****                                   **amendor modify, or permit the amendment or modification of, after the incurrence orissuance thereof, any Permitted Subordinated Indebtedness or QualifiedPreferred Stock, or of any agreement (including, without limitation, anypurchase agreement, indenture, loan agreement or security agreement) relatingthereto other than any amendments or modifications to any PermittedSubordinated Indebtedness or any Qualified Preferred Stock or of any agreementrelating thereto which do not in any way adversely affect the interests of theLenders;

#### **(ii)****                               **afterentering into any Senior Subordinated Note Document, New Senior SubordinatedNote Document or Senior Subordinated Convertible Bond Document, amend ormodify, or permit the amendment or modification of, any provision of suchSenior Subordinated Note Document, New Senior Subordinated Note Document orSenior Subordinated Convertible Bond Document (except for immaterialmodifications to the Senior Subordinated Note Documents, New SeniorSubordinated Note Documents or Senior Subordinated Convertible Bond Documents,which could not be adverse to the 

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#### interests of theLenders in any respect, and which do not modify the subordination provisionsapplicable thereto);

#### **(iii)****                           **afterentering into any Permitted Receivables Transaction, amend or modify, or permitthe amendment or modification of, any provision of the documentation relatingthereto, except for amendments or modifications which are not materiallyadverse to the interests of the Lenders or that are determined to be immaterialby the Agent;

#### **(iv)****                              **make(or give any notice in respect of) any voluntary or optional payment orprepayment on or redemption or acquisition for value of (including, withoutlimitation, by way of depositing with the trustee with respect thereto or anyperson, money or securities before due for the purpose of paying when due),exchange or purchase, redeem or acquire for value (whether as a result of achange of control, the consummation of asset sales or otherwise) the SeniorSubordinated Notes, the New Senior Subordinated Notes (including, for theavoidance of doubt, any Senior Subordinated Notes or New Senior SubordinatedNotes constituting Permitted Refinancing Indebtedness) and Senior SubordinatedConvertible Bonds (except for repayments, prepayments, redemptions oracquisitions for value to the extent resulting from (1) the issuance of replacementSenior Subordinated Notes, New Senior Subordinated Notes and SeniorSubordinated Convertible Bonds and/or (2) the proceeds from the IncrementalTerm Facility) or, after the incurrence or issuance thereof, any PermittedSubordinated Indebtedness;

#### **(v)****                                  **amend,modify or change its certificate of incorporation (including, withoutlimitation, by the filing or modification of any certificate of designation)articles of association or by-laws (or analogous organisational documents), orany agreement entered into by it, with respect to its share capital (includingany Shareholders’ Agreement), or enter into any new agreement with respect toits share capital, other than any amendments, modifications or changes pursuantto this sub-paragraph (v) or any such new agreements pursuant to thissub-paragraph (v) which the Parent reasonably concludes do not in any wayadversely affect the interests of the Lenders, provided that nothing in thissub-paragraph (v) shall prevent the Parent or any of its Subsidiaries fromamending its certificate of incorporation or by-laws to permit the Parent toissue such share capital as is provided in Clause 26.9 (*Limitation on Issuance of Share Capital*)or to permit the issuance of share capital otherwise permitted to be issuedpursuant to the terms of this Agreement; or

#### **(vi)****                              **amendor modify, or permit the amendment or modification of, the Intercreditor Deed(except for the addition of parties thereto as contemplated by this Agreementand the Intercreditor Deed).

### **(b)****                                 **Neitherthe Parent nor any of its Subsidiaries shall designate any Indebtedness, otherthan the Facilities Obligations, as “Designated Senior Debt” for purposes ofthe Senior Subordinated Notes, the other Senior Subordinated Note Documents,the New Senior Subordinated Notes, the other New Senior Subordinated NoteDocuments, the Senior Subordinated Convertible Bonds or the other SeniorSubordinated Convertible Bond Documents or, on and after the execution anddelivery thereof, in any

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### agreementrelating to Permitted Subordinated Indebtedness and Permitted RefinancingIndebtedness.

## **26.9****                        Limitationon Issuance of Share Capital**

### **(a)****                                 **TheParent shall not issue (i) any preferred stock (other than (x) QualifiedPreferred Stock and (y) Parent Preference Shares B in accordance with theapplicable provisions set forth in the Articles of Association of the Parent toStichting Preferente Aandelen Buhrmann N.V.) or any options, warrants or rightsto purchase preferred stock or (ii) any redeemable (except at the optionof the Parent) ordinary share capital unless, in either case, all terms thereofare satisfactory to the Instructing Group in their sole discretion.

### **(b)****                                 **TheBorrowers will not issue, and the Parent and the Borrowers shall not permit anyof their Subsidiaries (other than a member of the CEAL Group to which the CEALException Conditions apply) to issue, any share capital (including by way ofsales of treasury stock) or any options or warrants to purchase, or securitiesconvertible into, share capital, except (i) for transfers and replacements ofthen outstanding share capital, (ii) for stock splits, stock dividends andadditional issuances which do not decrease the direct or indirect, as the casemay be, percentage ownership of the Parent in any class of the share capital ofthe Borrowers or such Subsidiary, (iii) in the case of Non-U.S. Subsidiaries ofthe Parent, to qualify directors to the extent required by applicable law and(iv) Subsidiaries of the Parent formed after the Initial Borrowing Date mayissue share capital to the Parent or the respective Subsidiary of the Parentwhich is to own such stock.  All sharecapital issued in accordance with this paragraph (b) shall, to the extentrequired by the Security Documents, be delivered to the Security Trustee forpledge pursuant to the Security Documents.

## **26.10****                 ERISA Compliance**

Withrespect to any Plan, the Parent shall not, nor shall it permit any of itsSubsidiaries (other than a member of the CEAL Group to which the CEAL ExceptionConditions apply) or ERISA Affiliates to:

### **(a)****                                 **engagein any “prohibited transaction” (as such term is defined in Section 406 ofERISA or Section 4975 of the Code) for which a civil penalty pursuant toSection 502(i) of ERISA or a tax pursuant to Section 4975 of the Codemay arise;

### **(b)****                                 **incuran “accumulated funding deficiency” (as such term is defined inSection 302 of ERISA), whether or not waived, or permit any UnfundedCurrent Liability;

### **(c)****                                 **permitthe occurrence of any Termination Event;

### **(d)****                                 **exceptas discussed in Part V of Schedule 10 (*Plans*), be an “employer” (as such term is defined inSection 3(5) of ERISA) required to contribute to any Multiemployer Plan ora “substantial employer” (as such term is defined in Section 4001(a)(2) ofERISA) required to contribute to any Multiemployer Plan; or

### **(e)****                                 **permitthe establishment or amendment of any plan or fail to comply with theapplicable provisions of ERISA and the Code with respect to any Plan whichcould result in liability to the Parent, any Subsidiary of the Parent or anyERISA Affiliate,

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### in each casewhich, individually or in the aggregate, is reasonably likely to result in aMaterial Adverse Effect.

## **26.11****                 ReceivablesSubsidiary and Permitted Receivables Facility**

### **(a)****                                 **Afterthe establishment thereof, each Receivables Subsidiary shall engage in nobusiness activities other than the purchase, acquisition, sale and pledge ofreceivables (or interest therein) and related Receivables Facility Assetspursuant to a Permitted Receivables Facility and borrowings thereunder and anybusiness activities reasonably incidental thereto, all in accordance with theterms of the Permitted Receivables Facility, and shall have no assets orliabilities other than Receivables Facility Assets, cash collections therefrom,any investments of such cash collections and other assets and liabilitiesreasonably incidental to the foregoing activities.

### **(b)****                                 **TheParent and its Subsidiaries shall not cause, permit or suffer to exist(including as a result of actions taken by the respective receivablespurchasers) any termination of a Permitted Receivables Facility on any dateprior to the Final Maturity Date relating to the D Facility, except in theevent the Permitted Receivables Facility is repaid, refinanced or otherwisereplaced in accordance with the terms hereof by a replacement PermittedReceivables Facility.

## **26.12****                 Limitation onCreation of Subsidiaries**

### **(a)****                                 **Exceptas otherwise specifically provided in paragraph (b) below, the Parent willnot, and will not permit any of its Subsidiaries (other than a member of theCEAL Group to which the CEAL Exception Conditions apply) to, establish, createor acquire after the Initial Borrowing Date any Subsidiary, provided that theParent and its Wholly-Owned Subsidiaries shall be permitted to establish orcreate Wholly-Owned Subsidiaries so long as (i) subject to Clauses 25.7 (*Additional Security and Further Assurances*)and 25.8 (*Stock Pledges in Non-U.S.Subsidiaries of the Existing Borrower Which Are Not Guarantors*), theEquity Interests of each such new Wholly-Owned Subsidiary is pledged pursuantto, and to the extent required by, the applicable Security Documents and, ifsuch Equity Interests constitute certificated stock, the certificatesrepresenting such Equity Interests, together with stock or other powers dulyexecuted in blank, are delivered to the Security Trustee for the benefit of theFinance Parties and (ii) to the extent such new Wholly-Owned Subsidiary isrequired, in accordance with the applicable provisions of Clause 25.7 (*Additional Security and Further Assurances*),to become a Guarantor, (A) such new Wholly-Owned Subsidiary executes anddelivers an Accession Notice and, in each case unless the Agent otherwiseagrees based on advice of local counsel, the Intercreditor Deed and such otherSecurity Documents as would have been entered into by the respective Subsidiaryif same had been an Original Guarantor, and takes all action in connectiontherewith as would otherwise have been required to be taken if such newWholly-Owned Subsidiary had been an Original Obligor and (B) such new Wholly-OwnedSubsidiary, to the extent requested by an Agent or the Instructing Group, takesall other actions required pursuant to Clause 25.7 (*Additional Security and Further Assurances*)(including, without limitation, to, at its own expense, execute, acknowledgeand deliver, or cause the execution, acknowledgment and delivery of, andthereafter register, file or record in any appropriate governmental office, anydocument or instrument reasonably deemed by the Security Trustee to benecessary or

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### desirable forthe creation and perfection of the Liens on its assets intended to be createdpursuant to the applicable Security Documents).

### **(b)****                                 **Inaddition to Subsidiaries of the Parent created pursuant to preceding clause(a), the Parent and its Subsidiaries may establish, acquire or create, and makeInvestments in, Non-Wholly Owned Subsidiaries after the Initial Borrowing Dateas a result of any Permitted Acquisition (subject to the limitations containedin the definition thereof) and Investments expressly permitted to be madepursuant to Clause 26.5 (*Advances,Investments and Loans*) and permitted under Clause 25.15(b)(iv)(*Ownership of Subsidiaries*), *provided* that, and other than in relation to a member of theCEAL Group to which the CEAL Exception Conditions apply, (i) each suchNon-Wholly Owned Subsidiary shall not have been wholly-owned, directly orindirectly, immediately prior to the consummation of the respective PermittedAcquisition, (ii) all Equity Interests in each such Non-Wholly OwnedSubsidiary shall be pledged by the Obligors which own same to the extentrequired by the relevant Security Document and (iii) any actions required to betaken pursuant to Clause 25.7 (*AdditionalSecurity and Further Assurances*) in connection with theestablishment, acquisition or creation of, or Investments in, the respectiveSubsidiaries are taken in accordance with the requirements of saidClause 25.7 (*Additional Security andFurther Assurances*).

## **26.13****                 Assets and EBITDAAttributable to Qualified Obligors**

### **(a)****                                 **EachObligor agrees that it shall not permit, for any Test Period ended after theInitial Borrowing Date, that portion of Consolidated EBITDA for such TestPeriod directly attributable to the Qualified Obligors (determined on a ProForma Basis to include any Qualified Obligors which became such, or wereacquired, established or created, after the first day of the respective TestPeriod) to be less than 662¤3 percent. of Adjusted Consolidated EBITDA for such Test Period.  For purposes of all determinations pursuantto the immediately preceding sentence, the Consolidated EBITDA directlyattributable to the Qualified Obligors shall be that portion of ConsolidatedEBITDA directly attributable to, and generated by, the Qualified Obligors,calculated by excluding all amounts (including without limitation all amountsrepresenting earnings on investments or intercompany loans made to the personshereinafter described, as well as any Consolidated EBITDA directly attributableto such persons) attributable to any person which is not a Qualified Obligor.

### **(b)****                                 **EachObligor agrees that it shall not at any time permit that portion ofConsolidated Tangible Assets directly owned by the Qualified Obligors (and notby their Subsidiaries or any other person who is not a Qualified Obligor) to beless than 662¤3 percent. of Adjusted Consolidated Tangible Assets at such time.

## **26.14****                 Accounting Policy**

TheParent agrees that it will not adopt any accounting policy or change theconsistency of application of its accounting principles from GAAP (a) unlessthe revised policy and practice adopted from time to time is generally acceptedin The Netherlands and/or in accordance with International Accounting Standardsand (b) provided that prior to any revised policy and practice being adoptedthe Parent will notify the Agent thereof and, if required by the Agent, willeither (i) negotiate in good faith with the Agent in order that the provisionsof Clause 24

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(*Financial Condition*) may be amended as maybe necessary to grant to the Lenders protection comparable to that granted onthe Effective Date or (ii) provide either financial statements on the samebasis as before or provide financial statements containing a statementreconciling the previous and the then current accounting policy in order thatthe Agent may determine the financial condition of the Group having regard tothe terms of this Agreement.

# **27.****                               ACCESSIONOF NEW GUARANTORS and NEW BORROWERS**

## **27.1****                        Accessionof New Guarantors**

### **(a)****                                 **TheParent will procure that from time to time, there is delivered to the Agent inaccordance with Clause 25.7 (*AdditionalSecurity and Further Assurances*) in respect of a Subsidiary of theParent after the Effective Date, an Accession Notice duly executed by itselfand the relevant Subsidiary together with the documents set out in Part IIof Schedule 7 (*Accession Documents*),as required by Clause 25.7 (*AdditionalSecurity and Further Assurances*) and such other documents (includingany new Security Documents) as the Agent may reasonably require, in relation tosuch Subsidiary all in form and substance satisfactory to the Agent.

### **(b)****                                 **Subjectto compliance with the provisions of Clause 23.5 (*Know yourClient checks*), the Parent may request that any of its Wholly-OwnedSubsidiaries becomes a Guarantor by duly executing an Accession Notice anddelivering the documents set out in Part II of Schedule 7 (*Accession Documents*) and such other documents (including anynew Security Documents) as the Agent may reasonably require in relation to suchSubsidiary, all in form and substance satisfactory to the Agent.

### **(c)****                                 **Upondelivery of a duly executed Accession Notice to the Agent, the Subsidiary partyto it, the other Obligors and the Finance Parties, will assume such obligationstowards one another and/or acquire such rights against each other as they wouldeach have assumed or acquired had such Subsidiary been an original party tothis Agreement as an Original Guarantor, and such Subsidiary shall become aparty to this Agreement as an Acceding Guarantor.

## **27.2****                        Accessionof New Borrowers**

### **(a)****                                 **Subjectto compliance with the provisions of Clause 23.5 (*“Know yourClient checks”*), the Parent may request that any of its Wholly-OwnedSubsidiaries (which is not a Dormant Subsidiary) becomes a Borrower.  Such Subsidiary shall become a Borrower if:

#### **(i)****                                   **theopinions delivered with the Accession Notice evidence, in the reasonableopinion of the Agent, that there will be no adverse effect on the interests ofthe Lenders;

#### **(ii)****                               **theParent and such Subsidiary deliver to the Agent a duly completed and executedAccession Notice;

#### **(iii)****                           **theSubsidiary is (or becomes) a Guarantor prior to becoming a Borrower and theAccession Notice shall to the extent specified therein constitute each accedingBorrower as an acceding Guarantor;

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#### **(iv)****                              **theParent confirms that no Default is continuing or would occur as a result ofsuch Subsidiary becoming an Acceding Borrower; and

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

### **(b)****                                 **TheAgent shall notify the Parent and the Lenders promptly upon being satisfiedthat it has received (in form and substance satisfactory to it) all thedocuments and other evidence listed in Part II of Schedule 7 (*Accession Documents*).

# **28.****                               EVENTSOF DEFAULT**

Eachof Clause 28.1 (*Non-**Payment*) to Clause 28.15 (*Receivables Facility*) describes the circumstances whichconstitute an Event of Default for the purposes of this Agreement.

## **28.1****                        Non-Payment**

An Obligor fails to pay any sum due from it under anyFinance Document at the time, in the currency and in the manner specified inthis Agreement:

### **(a)****                                 **inthe case of any principal amount of any Utilisation, in such time, currency andmanner as so specified unless its failure to pay is caused by a DisruptionEvent and the relevant sum is paid in full within 5 Business Days of the duedate; and

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

#### **(i)****                                   **itsfailure to pay is caused by:

**(A)**                               administrative or technical error in thetransmission of funds; or

**(B)**                               a Disruption Event; and

#### **(ii)****                               **therelevant sum is paid in full:

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

**(B)**                               in the case of (i)(B) above, 5 BusinessDays of its due date.

## **28.2****                        Covenants**

### **(a)****                                 **AnObligor fails duly to perform or comply with any provision of Clause 26 *(Negative Undertakings)* (other thanClause 26.10 (*ERISA Compliance*));

### **(b)****                                 **Thefinancial condition of the Group fails to comply with any provision ofClause 24 (*Financial Condition*) or any otherrequirement of Clause 24 (*Financial Condition*)is not satisfied.

## **28.3****                        OtherObligations**

An Obligor fails duly toperform or comply with any of the obligations expressed to be assumed by it inany of the Finance Documents (other than any of those referred to in 

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Clauses 28.1(*Non-Payment*) and 28.2 (*Covenants*)) and such failure, if capable of remedy, is notso remedied within 30 BusinessDays after written notice to the Parent from the Agent.

## **28.4****                        Misrepresentation**

Anyrepresentation or statement made or deemed to have been made by an Obligor inany Finance Document or in any notice or other document, certificate orstatement delivered by it, pursuant to it or in connection therewith is orproves to have been incorrect or misleading in any material respect when madeor deemed to have been made.

## **28.5****                        CrossDefault**

### **(a)****                                 **AnyPrimary Indebtedness of any member of the Group is not paid when due or withinany originally applicable grace period;

### **(b)****                                 **AnyPrimary Indebtedness of any member of the Group is declared (or is capable ofbeing declared) to be or otherwise becomes due and payable prior to itsspecified maturity as a result of an event of default (however described); or

### **(c)****                                 **Anycommitment for any Primary Indebtedness of any member of the Group is cancelledor suspended by a creditor of any member of the Group as a result of an eventof default (however described).

Providedthat no Event of Default will occur under this Clause 28.5 if theaggregate amount of Primary Indebtedness and/or commitment for PrimaryIndebtedness falling within paragraphs (a) to (c) above is less than €15,000,000 (or its equivalent in othercurrencies).

For the purposes of this Clause 28.5 only, “**Primary Indebtedness**” shall mean each of the items as set out inparagraphs (a), (b), (c), (d), (f) and (g) of the definition of “**Indebtedness**”.

## **28.6****                        Insolvency**

Anymember of the Group is unable to pay its debts as they fall due, ceases orsuspends generally payment of its debts or announces an intention to do so, orcommences negotiations with, or makes a proposal to do so, any one or more ofits creditors (other than any of the Finance Parties) with a view to thegeneral readjustment or rescheduling of its Indebtedness or makes a generalassignment for the benefit of or a composition with its creditors or amoratorium is declared in respect of the Indebtedness of any member of theGroup.

## **28.7****                        Winding-up**

Anymember of the Group takes any corporate action or other steps are taken orlegal proceedings are started (other than legal proceedings of a frivolous orvexatious nature which are being contested in good faith and are stayed ordischarged within 21 days) for its winding-up, dissolution, administrationor re-organisation or for the appointment of a liquidator, receiver,administrator, administrative receiver, conservator, custodian, trustee orsimilar officer of it or of any or all of its revenues and assets other than inconnection with an amalgamation or re-organisation on a solvent basis.

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## **28.8****                        Executionor Distress**

Anyexecution, expropriation, attachment, sequestration or distress is leviedagainst, or an encumbrancer takes possession of, the whole or any part of, theproperty, undertaking or assets of any member of the Group having an aggregatevalue of more than €15,000,000 (orits equivalent in other currencies) and the same is not discharged within 60 days.

## **28.9****                        SimilarEvents**

Anyevent occurs which, under the laws of any jurisdiction, has a similar oranalogous effect to any of those events mentioned in Clause 28.6 (*Insolvency*), 28.7 (*Winding-up*) orClause 28.8 (*Execution or Distress*).

## **28.10****                 Change of Control**

### **(a)****                                 **Afterthe Initial Borrowing Date, any Borrower ceases to be a Wholly-Owned Subsidiaryof Parent.

### **(b)****                                 **Thereis a Change of Control.

## **28.11****                 Repudiation**

AnyObligor repudiates any of the Finance Documents to which it is party or does orcauses to be done any act or thing evidencing an intention to repudiate any ofthe Finance Documents to which it is party.

## **28.12****                 Illegality**

Atany time it is or becomes unlawful for an Obligor to perform or comply with anyor all of its obligations under any of the Finance Documents to which it isparty or any of the obligations of an Obligor under any of the FinanceDocuments to which it is party are not or cease to be legal, valid and binding.

## **28.13****                 Qualifications ofFinancial Statements**

Theauditors qualify their report on any audited consolidated financial statementsof the Group in any regard which, in the opinion of the Agent acting on theinstructions of an Instructing Group, is material in the context of the FinanceDocuments and the transactions contemplated thereby.

## **28.14****                 Guarantee**

TheGuarantee or any provision thereof shall cease to be in full force or effect asto the relevant Guarantor (unless such Guarantor (other than the Parent) is nolonger a Subsidiary by virtue of a liquidation, sale, merger or consolidationpermitted by Clause 26.2 (*Consolidation,Merger, Purchase or Sale of Assets, etc.*)), or any Guarantor orperson acting by or on behalf of such Guarantor shall deny or disaffirm suchGuarantor’s obligations under the Guarantee, or any Guarantor shall default inthe due performance or observance of any term, covenant or agreement on itspart to be performed or observed pursuant to the Guarantee.

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## **28.15****                 ReceivablesFacility**

Anydefault resulting in an early amortisation event or event permitting anyreceivables purchaser or receivables purchasers to effect an early terminationof any Permitted Receivables Facility (or a portion thereof) shall haveoccurred and be continuing (after giving effect to any legally valid writtenwaivers of such events adopted by the relevant receivables purchasers).

## **28.16****                 Acceleration**

Uponthe occurrence of an Event of Default and while the same is continuing at anytime thereafter, the Agent may (and, if so instructed by an Instructing Group,shall) by written notice to the Existing Borrower:

### **(a)****                                 **declareall or any part of the Outstandings to be immediately due and payable(whereupon the same shall become so payable together with accrued interestthereon and any other sums then owed by any Obligor under the FinanceDocuments) or declare all or any part of the Outstandings to be due and payableon demand of the Agent; and/or

### **(b)****                                 **requirethe Borrowers to procure that the Outstanding L/C Amount are promptly reducedto zero and/or provide cash collateral therefore by deposit in such interestbearing account as the Agent may specify, in an amount specified by the Agentand in the currency of such Outstanding L/C Amount (whereupon the Parent shalldo so); and/or

### **(c)****                                 **declarethat any unutilised portion of the Facilities shall be cancelled, whereupon thesame shall be cancelled and the corresponding Commitments of each Lender shallbe reduced to zero; and/or

### **(d)****                                 **exerciseor direct the Security Trustee to exercise any rights and remedies (includingany right to demand cash collateral by deposit in such interest-bearing accountas the Agent may specify).

## **28.17****                 Repayment onDemand**

If,pursuant to paragraph (a) of Clause 28.16 (*Acceleration*), the Agent declares all or any part of theOutstandings to be due and payable on demand of the Agent, then, and at anytime thereafter, the Agent may (and, if so instructed by an Instructing Group,shall) by written notice to the Parent:

### **(a)****                                 **requirerepayment of all or the relevant part of the Advances on such date as it mayspecify in such notice (whereupon the same shall become due and payable on suchdate together with accrued interest thereon and any other sums then owed by anyObligor under the Finance Documents) or withdraw its declaration with effectfrom such date as it may specify in such notice; and/or

### **(b)****                                 **selectas the duration of any Interest Period or Term which begins whilst suchdeclaration remains in effect a period of 3 months or less.

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## **28.18****                 Sharing Events:Special Sharing and Conversion Provisions Applicable to Revolving FacilityLenders**

### **(a)****                                 **Onthe date of the occurrence of a Sharing Event, automatically (and without thetaking of any action):

#### **(i)****                                   **allthen Revolving Facility Outstandings then maintained in, and all OutstandingL/C Amounts owed in, one or more currencies other than euros shall beautomatically converted into Outstandings maintained in, or owing in, euros (inan amount equal to the Euro Amount of the aggregate principal amount of therespective Outstandings on the date such Sharing Event first occurred, whichsuch Outstandings shall continue to be owed by the Borrowers and shall beimmediately due and payable on the date such Sharing Event has occurred); and

#### **(ii)****                               **allprincipal, accrued and unpaid interest and other amounts owing with respect tosuch Outstandings or Documentary Credit (except in respect of Utilisationswhich have not yet occurred) shall be immediately due and payable in euros,taking the Euro Amount of such principal, accrued and unpaid interest and otheramounts.

The occurrence of any conversion of Revolving FacilityAdvances as provided above in this Clause 28.18 shall be deemed toconstitute, for purposes of Clause 33.2 (*BreakCosts*), a prepayment of the respective Revolving FacilityOutstandings before the last day of any Term relating thereto.

### **(b)****                                 **Uponthe occurrence of a Sharing Event, automatically (and without the taking of anyaction):

#### **(i)****                                   **allthen Swingline Facility Outstandings then maintained in one or more currenciesother than euros shall be automatically converted into Swingline FacilityOutstandings maintained in euros (in an amount equal to the Euro Amount of theaggregate principal amount of the respective Swingline Facility Outstandings onthe date such Sharing Event first occurred, which such Outstandings shallcontinue to be owed by the Borrowers and shall be immediately due and payableon the date such Sharing Event has occurred); and

#### **(ii)****                               **allaccrued and unpaid interest and other amounts owing with respect to suchOutstandings shall be immediately due and payable in euros, taking the EuroAmount of such accrued and unpaid interest and other amounts.

### **(c)****                                 **Uponthe occurrence of a Sharing Event, each Revolving Facility Lender shall (andhereby unconditionally and irrevocably agrees to) purchase and sell (in eachcase in euro) undivided participating interests in the Revolving FacilityOutstandings and Outstanding L/C Amounts, in such amounts so that eachRevolving Facility Lender shall have a share of each such Outstandings equal toits Proportion of the Revolving Facility prior to the incurrence of suchOutstandings.

Upon any such occurrence the Agent shall notify eachRevolving Facility Lender and shall specify the amount of euros required fromsuch Revolving Facility Lender in

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order to effect such purchases and sales in theamounts required above (together with accrued interest with respect to theperiod for the last interest payment date through the date of the Sharing Eventplus any additional amounts payable by the Borrowers pursuant toClause 18 (*Taxes*) in respectof such accrued but unpaid interest), *provided* that,in the event that a Sharing Event shall have occurred, each such RevolvingFacility Lender shall be deemed to have purchased, automatically and withoutrequest, such participating interests (and, as a result thereof, shall beentitled to receive from, or shall owe to, the other Revolving Facility Lendersthe respective amounts owing as a result of the purchases and sales ofparticipations contemplated herein). Promptly upon receipt of such request, each Revolving Facility Lendershall deliver to the Agent (in immediately available funds in euros) the netamounts as specified by the Agent.  TheAgent shall promptly deliver the amounts so received to the various Lenders insuch amounts as are needed to effect the purchases and sales of participationsas provided above.  Promptly followingreceipt thereof, each Revolving Facility Lender which has sold participationsin any of its Revolving Facility Outstandings and Outstanding L/C Amounts(through the Agent) will deliver to each Revolving Facility Lender (through theAgent) which has so purchased a participating interest a participationcertificate dated the date of receipt of such funds and in such amount.  It is understood that the amount of fundsdelivered by each Revolving Facility Lender shall be calculated on a net basis,giving effect to both the sales and purchases of participations by the variousRevolving Facility Lenders as required above.

### **(d)****                                 **Upon,and after, the occurrence of a Sharing Event:

#### **(i)****                                   **nofurther Utilisations shall be made or occur;

#### **(ii)****                               **allamounts from time to time accruing with respect to, and all amounts from timeto time payable on account of, the Revolving Facility Advances and SwinglineFacility Outstandings (including, without limitation, any interest and otheramounts which were accrued but unpaid on the date of such purchase) shall bepayable in euros as if each such Outstandings had originally been made in eurosand shall be distributed by the relevant Revolving Facility Lenders (or theirAffiliates) to the Agent for the account of the Revolving Facility Lenderswhich made available such Facilities or are participating therein; and

#### **(iii)****                           **theRevolving Facility Commitments shall be automatically terminated.

Notwithstanding anything to the contrary containedabove, the failure of any Revolving Facility Lender to purchase itsparticipating interest as required above in any extensions of credit upon theoccurrence of a Sharing Event shall not relieve any other Revolving FacilityLender of its obligation hereunder to purchase its participating interests in atimely manner, but no Revolving Facility Lender shall be responsible for the failureof any other Revolving Facility Lender to purchase the participating interestto be purchased by such other Revolving Facility Lender on any date.

### **(e)****                                 **Ifany amount required to be paid by any Revolving Facility Lender pursuant toparagraph (c) above is not paid to the Agent on the date upon which suchRevolving Facility Lender receives notice from the Agent of the amount of itsparticipations

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### required to bepurchased pursuant to paragraph (c) above, such Revolving Facility Lendershall also pay to the Agent on demand an amount equal to the product of(i) the amount so required to be paid by such Revolving Facility Lenderfor the purchase of its participations, (ii) the daily average rate which theAgent is offering overnight deposits in euro, during the period from andincluding the date of request for payment to the date on which such payment isimmediately available to the Agent and (iii) a fraction the numerator of whichis the number of days that elapsed during such period and the denominator ofwhich is 360.  If any such amountrequired to be paid by any Revolving Facility Lender pursuant toparagraph (c) is not in fact made available to the Agent within twoBusiness Days following the date upon which such Revolving Facility Lenderreceives notice from the Agent as to the amount of participations required tobe purchased by it, the Agent shall be entitled to recover from such RevolvingFacility Lender on demand, such amount with interest thereon calculated fromsuch request date at the rate per annum applicable to Revolving FacilityAdvances.  A certificate of the Agentsubmitted to any Revolving Facility Lender with respect to any amounts payableunder this Clause 28.18 shall be conclusive in the absence of manifesterror.  Amounts payable by any RevolvingFacility Lender pursuant to this Clause 28.18 shall be paid to the Agentfor the account of the relevant Revolving Facility Lenders, *provided* that, if the Agent (in its sole discretion) haselected to fund on behalf of such Revolving Facility Lender the amounts owingto such Revolving Facility Lenders, then the amounts shall be paid to the Agentfor its own account.

### **(f)****                                   **Whenever,at any time after the relevant Revolving Facility Lenders have received fromany Revolving Facility Lenders purchases of participations pursuant to thisClause 28.18, the various Revolving Facility Lenders receive any paymenton account thereof, such Revolving Facility Lenders will distribute to theAgent, for the account of the various Revolving Facility Lenders participatingtherein, such Revolving Facility Lenders’ participating interests in suchamounts (appropriately adjusted, in the case of interest payments, to reflectthe period of time during which such participations were outstanding) in likefunds as received, *provided*, *however*, that in the event that such payment received by anyRevolving Facility Lenders is required to be returned, the Revolving FacilityLenders who received previous distributions in respect of their participatinginterests therein will return to the respective Revolving Facility Lenders anyportion thereof previously so distributed to them in like funds as such paymentis required to be returned by the respective Revolving Facility Lenders.

### **(g)****                                **EachRevolving Facility Lender’s obligation to purchase participating interestspursuant to this Clause 28.18 shall be absolute and unconditional andshall not be affected by any circumstance including, without limitation, (i)any set-off, counterclaim, recoupment, defense or other right which such RevolvingFacility Lender may have against any other Revolving Facility Lender, theParent, the Borrowers or any other person for any reason whatsoever, (ii) theoccurrence or continuance of an Event of Default, (iii) any adverse change inthe condition (financial or otherwise) of the Parent, the Borrowers or anyother person, (iv) any breach of this Agreement by the Parent, the Borrowers orany Lender or any other person, or (v) any other circumstance, happening orevent whatsoever, whether or not similar to any of the foregoing.

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### **(h)****                                **Notwithstandinganything to the contrary contained elsewhere in this Agreement, upon anypurchase of participations as required above, each Revolving Facility Lenderwhich has purchased such participations shall be entitled to receive from theapplicable Borrower any increased costs and indemnities (including, withoutlimitation, pursuant to Clauses 33 (*Borrower’sIndemnities*), 19 (*Increased Costs*)and 18 (*Taxes*)) directly fromthat Borrower to the same extent as if it were the direct Lender as opposed toa participant therein.  The Borrowersacknowledge and agree that, upon the occurrence of a Sharing Event and aftergiving effect to the requirements of this Clause 28.18, increased taxesmay be owing by it pursuant to Clause 18 (*Taxes*),which taxes shall be paid (to the extent provided in Clause 18 (*Taxes*)) by the relevant Borrower, withoutany claim that the increased taxes are not payable because same resulted fromthe participations effected as otherwise required by this Clause 28.18.

# **29.****                               DEFAULTINTEREST**

## **29.1****                        Consequencesof Non-Payment**

Ifany sum due and payable by an Obligor under this Agreement is not paid on thedue date therefor in accordance with the provisions of Clause 35 (*Payments*) or if any sum due and payable by an Obligor pursuantto a judgment of any court in connection with this Agreement is not paid on thedate of such judgment, the period beginning on such due date or, as the casemay be, the date of such judgment and ending on the Business Day which theobligation of such Obligor to pay the Unpaid Sum is discharged shall be dividedinto successive periods, each of which (other than the first) shall start onthe last day of the preceding such period (which shall be a Business Day)and the duration of each of which shall (except as otherwise provided in thisClause 29) be selected by the Agent.

## **29.2****                        DefaultRate**

Duringeach such period relating thereto as is mentioned in Clause 29.1 (*Consequences of Non-Payment*) an Unpaid Sum shall bearinterest at the rate per annum which is the sum from time to time of 2 percent., the Applicable Margin (provided that if any Unpaid Sum is not directlyreferable to a particular Facility the Applicable Margin shall be the D Facilities Margin), the AssociatedCosts Rate at such time and the Relevant Interbank Rate, on the Quotation Datetherefor, provided that:

### **(a)****                                 **if,for any such period, the Relevant Interbank Rate, cannot be determined, therate of interest applicable to each Lender’s portion of such Unpaid Sum shallbe the rate per annum which is the sum of 2 per cent., the ApplicableMargin, and the Associated Costs Rate at such time and the rate per annum shallbe that notified to the Agent by such Lender as soon as practicable after thebeginning of such period as being that which expresses as a percentage rate perannum the cost to such Lender of funding from whatever sources it may selectits portion of such Unpaid Sum during such period; and

### **(b)****                                 **ifsuch Unpaid Sum is all or part of an Advance which became due and payable ona day other than the last day of an Interest Period or Term relatingthereto, the first Interest Period applicable to it shall be of a durationequal to the unexpired portion of that Interest Period or Term and the rate ofinterest applicable thereto from time to

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### time duringsuch Interest Period shall be that which exceeds by 2 per cent. the ratewhich would have been applicable to it had it not so fallen due.

## **29.3****                        Maturityof Default Interest**

Anyinterest which shall have accrued under Clause 29.2 (*Default Rate*) in respect of an Unpaid Sum shall be due andpayable and shall be paid by the Obligor owing such sum at the end of theperiod by reference to which it is calculated or on such other dates as theAgent may specify by written notice to such Obligor.

## **29.4****                        Constructionof Unpaid Sum**

AnyUnpaid Sum shall (for the purposes of this Clause 29 (*DefaultInterest*), Clause 19 (*Increased Costs*),Clause 33 (*Borrower’s Indemnities*) andSchedule 6 (*Associated Costs Rate*)) betreated as an advance and accordingly in those provisions the term “Advance”includes any Unpaid Sum and the term “Interest Period” and “Term”, in relationto an Unpaid Sum, includes each such period relating thereto as is mentioned inClause 29.1 (*Consequences of Non-Payment*).

# **30.****                               GUARANTEEAND INDEMNITY**

## **30.1****                        Guarantee**

EachGuarantor irrevocably and unconditionally guarantees, jointly and severally, toeach of the Finance Parties the due and punctual payment by the Borrowers ofall sums payable under each of the Finance Documents and agrees that promptlyon demand it will pay to the Agent each and every sum of money which theBorrowers are at any time liable to pay to any Finance Party under or pursuantto any Finance Document which is due but unpaid.

## **30.2****                        Indemnity**

EachGuarantor irrevocably and unconditionally agrees, jointly and severally, asprimary obligor and not only as surety, to indemnify and hold harmless eachFinance Party on demand by the Agent from and against any loss incurred by suchFinance Party as a result of any of the obligations of the Borrowers under orpursuant to any Finance Document being or becoming void, voidable,unenforceable or ineffective as against the Borrowers for any reason whatsoever(whether or not known to that Finance Party or any other person) the amount ofsuch loss being the amount which the Finance Party suffering it would otherwisehave been entitled to recover from the Borrowers

## **30.3****                        Continuingand Independent Obligations**

Theobligations of each Guarantor under this Agreement shall constitute and becontinuing obligations which shall not be released or discharged by anyintermediate payment or settlement of all or any of the obligations of theBorrowers under the Finance Documents, shall continue in full force and effectuntil the unconditional and irrevocable payment and discharge in full of allamounts owing by the Borrowers under each of the Finance Documents and are inaddition to and independent of, and shall not prejudice or merge with, anyother security (or right of set-off) which any Finance Party may at any timehold in respect of such obligations or any of them.

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## **30.4****                        NewAccounts**

If the Agent makes demand of the Guarantors or any ofthem pursuant to this Clause 30:

### **(a)****                                 **theAgent may open a new account or accounts in respect of the liabilities of theBorrowers to which this guarantee relates or any of them (and if it does not doso it shall be treated as if it had done so at the time it made such demand);and

### **(b)****                                 **thereafterany amounts paid by the Borrowers (or any other person) to the Agent in respectof the liabilities of the Borrowers under any of the Finance Documents shall becredited (or be treated as having been credited) to a new account and not ashaving been applied in or towards payment of such liabilities or any of them.

## **30.5****                        Avoidanceof Payments**

Whereany release, discharge or other arrangement in respect of any obligation of theBorrowers, or any Security any Finance Party may hold therefor, is given ormade in reliance on any payment or other disposition which is avoided or mustbe repaid (whether in whole or in part) in an insolvency, liquidation orotherwise and whether or not any Finance Party has conceded or compromised anyclaim that any such payment or other disposition will or should be avoided orrepaid (in whole or in part), the provisions of this Clause 30 shallcontinue as if such release, discharge or other arrangement had not been givenor made.

## **30.6****                        ImmediateRecourse**

Noneof the Finance Parties shall be obliged, before exercising or enforcing any ofthe rights conferred upon them in respect of the Guarantors by this Agreementor by Law, to seek to recover amounts due from the Borrowers or to exercise orenforce any other rights or Security any of them may have or hold in respect ofany of the obligations of the Borrowers under any of the Finance Documents.

## **30.7****                        Waiver ofDefences**

Neitherthe obligations of the Guarantors contained in this Agreement nor the rights,powers and remedies conferred on the Finance Parties in respect of theGuarantors by this Agreement or by Law shall be discharged, impaired orotherwise affected by:

### **(a)****                                 **thewinding-up, dissolution, administration or re-organisation of theBorrowers or any other person or any change in the status, function, control orownership of the Borrowers or any such person;

### **(b)****                                 **anyof the obligations of the Borrowers or any other person under any FinanceDocument or any security held by any Finance Party therefor being or becomingillegal, invalid, unenforceable or ineffective in any respect;

### **(c)****                                 **anytime or other indulgence being granted to or agreed (i) to or with theBorrowers or any other person in respect of its obligations or (ii) in respectof any security granted under any Finance Documents;

### **(d)****                                 **anyamendment to, or any variation, waiver or release of, any obligation of, or anysecurity granted by, the Borrowers or any other person under any FinanceDocument;

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### **(e)****                                 **anytotal or partial failure to take, or perfect, any security proposed to be takenin respect of the obligations of the Borrowers or any other person under theFinance Documents;

### **(f)****                                   **anytotal or partial failure to realise the value of, or any release, discharge,exchange or substitution of, any security held by any Finance Party in respectof the Borrowers’ obligations under any Finance Document; or

### **(g)****                                **anyother act, event or omission which might operate to discharge, impair orotherwise affect any of the obligations of any of the Guarantors under thisAgreement or any of the rights, powers or remedies conferred upon the FinanceParties or any of them by this Agreement or by Law.

## **30.8****                        NoCompetition**

Anyrights which any Guarantor may at any time have by way of contribution orindemnity in relation to any of the obligations of the Borrowers under any ofthe Finance Documents or to claim or prove as a creditor of the Borrowers orany other person or its estate in competition with the Finance Parties or anyof them, shall be exercised by such Guarantor only if and to the extent thatthe Agent so requires and in such manner and upon such terms as the Agent mayspecify and each Guarantor shall hold any moneys, rights or Security held orreceived by it as a result of the exercise of any such rights on trust for theAgent for application in or towards payment of any sums at any time owed by theBorrowers under any of the Finance Documents as if such moneys, rights orSecurity were held or received by the Agent under this Agreement.

## **30.9****                        Appropriation**

NoFinance Party shall be obliged to apply any sums held or received by it inrespect of the obligations of the Borrowers under any of the Finance Documentsin or towards payment of amounts owing under any of the Finance Documents, andany such sum may, in the relevant Finance Party’s discretion, be credited to asuspense or impersonal account and held in such account pending the applicationfrom time to time (as the relevant Finance Party may think fit) of such sums inor towards the discharge of such liabilities owed to it under the FinanceDocuments as such Finance Party may select.

## **30.10****                 Limitation ofLiabilities**

Notwithstandingthat the guarantees of the Guarantors contained in this Clause 30 areguarantees of the whole of each and every sum payable by the Borrowers undereach of the Finance Documents, it is agreed and acknowledged that the maximumamount recoverable from each Guarantor under Clauses 30.1 (*Guarantee*) and 30.2 (*Indemnity*)shall be limited to the extent set out in this Clause 30 or otherwise, asagreed by the Agent and set out in an Accession Notice executed by an AccedingGuarantor; for this purpose, any amount due to a Finance Party under a FinanceDocument in a currency other than euro shall be converted into euro at theAgent’s Spot Rate of Exchange on the date on which a demand is made pursuant toeither or both of such Clauses.

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## **30.11****                 Matters relatingto U.S. law**

EachU.S. Guarantor hereby confirms that the Guarantee shall not constitute afraudulent transfer or conveyance for purposes of the United States BankruptcyCode, the United States Uniform Fraudulent Conveyance Act or any similarfederal or state law.  To effectuate theforegoing intention, each U.S. Guarantor hereby irrevocably agrees that theobligations guaranteed by each such Guarantor shall be limited to such amountas will, after giving effect to such maximum amount and all other (contingentor otherwise) liabilities of such Guarantor that are relevant under such laws,result in the obligations of such Guarantor in respect of such maximum amountnot constituting a fraudulent transfer or conveyance.

## **30.12****                 Matters relatingto Dutch law**

EachDutch Guarantor hereby confirms that the Guarantee and any other actsconstituted by any of the Finance Documents to which it is a party will not oris not intended to constitute unlawful financial assistance within the meaningof Section 2.207c or 2.98c of the Dutch Civil Code which could be invokedby such Dutch Guarantor.  Such acts aredeemed to be restricted or not entered into, as appropriate, if and to theextent required not to cause such unlawful financial assistance and thisAgreement and the relevant Finance Documents shall be construed accordingly.

## **30.13****                 Matters relatingto Belgian law**

Anythingherein or in the Finance Documents to the contrary notwithstanding, the maximumliability of the Belgian Guarantor hereunder shall be limited to the highest of(a) the Net Assets of the Belgian Guarantor at the date hereof, (b) the NetAssets of the Belgian Guarantor at the date of the enforcement of suchliability and (c) the total of all amounts borrowed under the Finance Documentswhich have been on-lent to the Belgian Guarantor. For these purposes, “NetAssets” shall have the meaning given to such term (“*l’actifnet/netto-actief*”) in Article 617 of the Belgian Company Code.

## **30.14****                 Matters relatingto Luxembourg law**

Notwithstandinganything to the contrary in the Guarantee, the payment undertaking of theLuxembourg Guarantor shall be limited at any time to an aggregate amount notexceeding 85 per cent. of the greater of the Luxembourg Guarantor’s ownfunds (“capitaux propres”) as mentioned in its then most recently approvedfinancial statements, or as mentioned in its last filed financial statements.

## **30.15****                 Matters relatingto Australian law**

Notwithstanding anythingto the contrary contained elsewhere in this Agreement (including withoutlimitation in this Clause 30) or any Finance Document, it is acknowledgedand agreed that, in the case of the pledge of Equity Interests in CEAL only,the aggregate amount secured by said Equity Interests is, until such time asotherwise required by the immediately succeeding sentence, limited to€10,000,000.  The purpose of thisprovision is to ensure that the Finance Parties remain fully secured after thedate of the pledge of Equity Interests. Notwithstanding anything to the contrary in this Clause 30.15, ifat any time, or from time to time, the Instructing Group specify, by writtennotice to the Parent, Buhrmann International B.V. and the Security Trustee,that the amount secured by the Equity Interests in CEAL be increased to aspecified amount, such increase shall automatically occur in accordance withthe share mortgage of CEAL between Buhrmann International BV and the SecurityTrustee.  In connection with any noticegiven in accordance with

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the immediately precedingsentence, the Lenders hereby agree that they shall not specify that the amountsecured by the Equity Interests in CEAL be increased above an amount which isequal to 120 per cent. of the reasonable estimate (by the Instructing Group) ofthe maximum fair market value of Equity Interest so pledged, in each case asreasonably determined by the Instructing Group; provided that the Parent andits Subsidiaries shall be bound by any determination of such maximum fairmarket value by the Instructing Group and shall have no rights against anyFinance Party whatsoever for any error by the Instructing Group in arriving atsuch amount.  In connection with suchincrease, the Parent shall, and shall cause its respective Subsidiaries to,execute and deliver such modifications or supplements to the Security Documentsas may be requested by the Security Trustee to evidence the increase of theamount so secured and shall pay all stamp tax (and any other amounts) owing inconnection with the increase in the amount secured.  All actions required in accordance with thisClause 30.15 shall be taken within 20 days after the Parent’s receipt ofany such specification.  It is understoodthat all stamp tax and other charges, expenses or duties payable in connectionwith any of the actions taken as described above shall be for the joint andseveral account of the Obligors.  If forany reason the Parent does not cause the actions required to be taken asdescribed above to be taken in accordance with any request from the InstructingGroup, the Instructing Group (or the Security Trustee at their direction) may(but shall not be required to) take any such actions (and pay any stamp duties,taxes or charges owing in connection therewith) and shall be entitled toimmediate reimbursement from the Obligors for any such amounts expended bythem.

# **31.****                               AGENTAND OBLIGORS’ AGENT**

## **31.1****                        Appointmentof the Agent**

Eachof the other Finance Parties appoints the Agent to act as its agent under andin connection with the Finance Documents and authorises the Agent to exercisethe rights, powers, authorities and discretions specifically delegated to itunder or in connection with the Finance Documents together with any otherincidental rights, powers, authorities and discretions.

## **31.2****                        Duties ofthe Agent**

### **(a)****                                 **TheAgent shall promptly inform each Lender of the contents of any notice ordocument received by it in its capacity as Agent from any of the Obligors underthis Agreement.

### **(b)****                                 **TheAgent shall promptly notify the Lenders of the occurrence of any Event ofDefault or any default by an Obligor in the due performance of or compliancewith its obligations under any Finance Document upon becoming aware of thesame.

### **(c)****                                 **Ifso instructed by an Instructing Group, the Agent shall refrain from exercisingany power or discretion vested in it as agent under any Finance Document.

### **(d)****                                 **Theduties of the Agent under the Finance Documents are, save to the extentotherwise expressly provided, solely mechanical and administrative in nature.

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### **31.3****                        Role ofthe Arrangers**

Exceptas specifically provided in the Finance Documents, the Arrangers shall have noobligations of any kind to any other party under or in connection with anyFinance Document.

## **31.4****                        NoFiduciary Duties**

### **(a)****                                 **Nothingin the Finance Documents constitutes the Agent or any of the Arrangers as atrustee or fiduciary of any other person.

### **(b)****                                 **Neitherthe Agent nor any of the Arrangers shall be bound to account to any Lender forany sum or the profit element of any sum received by it for its own account.

## **31.5****                        Businesswith the Group**

TheAgent and the Arrangers may accept deposits from, lend money to and generallyengage in any kind of banking or other business with any member of the Group.

## **31.6****                        Discretionof the Agent**

### **(a)****                                 **TheAgent may rely on:

#### **(i)****                                   **anyrepresentation, notice or document believed by it to be genuine, correct andappropriately authorised; and

#### **(ii)****                               **anystatement made by a director, authorised signatory or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify.

### **(b)****                                 **TheAgent may assume, unless it has received notice to the contrary in its capacityas agent for the Lenders, that:

#### **(i)****                                   **noDefault has occurred;

#### **(ii)****                               **anyright, power, authority or discretion vested in this Agreement upon any party,the Lenders or an Instructing Group has not been exercised; and

#### **(iii)****                           **anynotice or request made by the Parent is made on behalf of and with the consentand knowledge of all the Obligors.

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

### **(d)****                                 **TheAgent may act in relation to the Finance Documents through its personnel andagents.

### **(e)****                                 **TheAgent may execute on behalf of any L/C Bank any Documentary Credit issued underthis Agreement.

 

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## **31.7****                        InstructingGroup’s Instructions**

### **(a)****                                 **Unlessa contrary indication appears in a Finance Document, the Agent shall(i) act in accordance with any instructions given to it by an InstructingGroup (or, if so instructed by an Instructing Group, refrain from acting orexercising any right, power, authority or discretion vested in it as Agent) and(ii) shall not be liable for any act (or omission) if it acts (or refrainsfrom taking any action) in accordance with such an instruction of anInstructing Group.

### **(b)****                                 **Unlessa contrary indication appears in a Finance Document, any instructions given byan Instructing Group will be binding on all the Finance Parties.

### **(c)****                                 **TheAgent may refrain from acting in accordance with the instructions of anInstructing Group (or, if appropriate, the Lenders) until it has or receivedsuch security or collateral as it may require for any cost, loss or liabilitywhich it may incur in complying with such instructions.

### **(d)****                                 **Inthe absence of instructions from an Instructing Group (or, if appropriate, theLenders), the Agent may act (or refrain from taking action) as it considers tobe in the best interest of the Lenders.

### **(e)****                                 **TheAgent is not authorised to act on behalf of a Lender in any legal orarbitration proceedings relating to any Finance Document without firstobtaining the Lender’s consent to do so.

## **31.8****                        NoResponsibility**

TheAgent and the Arrangers are not:

### **(a)****                                 **responsiblefor the adequacy, accuracy and/or completeness of any information (whether oralor written) supplied by any Finance Party or an Obligor or any other person inor in connection with any Finance Document, including the InformationMemorandum and the Agreed Business Plan; or

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

## **31.9****                        Exclusionof Liability**

### **(a)****                                 **Withoutlimiting paragraph (b) of this Clause, the Agent will not be liable forany action taken by it under or in connection with any Finance Document, unlessdirectly caused by its gross negligence or wilful misconduct.

### **(b)****                                 **Eachof the Lenders agrees that it will not take any proceedings, or assert or seekto assert any claim, against any officer, employee or agent of the Agent inrespect of any claim it might have against the Agent or in respect of any actor omission of any kind by that officer, employee or agent in relation to anyFinance Document and agrees that any officer, employee or agent of the Agentmay enforce this provision.

### **(c)****                                 **TheAgent will not be liable for any delay (or any related consequences) increditing an account with an amount required under the Finance Documents to bepaid by it if it 

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### has taken all necessary steps as soon as reasonably practicable tocomply with the regulations or operating procedures of any recognised clearingor settlement system used by it for that purpose.

## **31.10****                 Lender’sIndemnity**

EachLender shall (in its relevant Proportion (as determined at all times for thesepurposes in accordance with paragraph (c) of the definition of “Proportion”),indemnify the Agent from time to time on demand by the Agent against any cost,loss or liability incurred by the Agent (otherwise than by reason of its grossnegligence or wilful misconduct) in acting as Agent under the Finance Documents(unless it has been reimbursed therefor by an Obligor pursuant to the terms ofthe Finance Documents).

## **31.11****                 Resignation**

### **(a)****                                 **TheAgent may resign and appoint one of its Affiliates acting through an office inthe United Kingdom as successor Agent by giving notice to the Lenders and theParent.

### **(b)****                                 **Alternativelythe Agent may resign without having designated a successor as agent underparagraph (a) above (and shall do so if so required by an InstructingGroup) by giving notice to the Lenders and the Parent, in which case anInstructing Group (after consultation with the Parent) may appoint a successorAgent.

### **(c)****                                 **Ifan Instructing Group has not appointed a successor Agent in accordance withparagraph (b) above within 30 days after notice of resignation wasgiven, the Agent (after consultation with the Parent) may appoint a successorAgent (acting through an office in the United Kingdom).

### **(d)****                                 **Theretiring Agent shall, at the Parent’s cost, make available to its successorsuch documents and records and provide such assistance as its successor mayreasonably request for the purposes of performing its functions as Agent underthe Finance Documents.

### **(e)****                                 **Theresignation notice of the Agent shall only take effect upon the appointment ofa successor Agent.

### **(f)****                                   **Uponthe appointment of a successor, the retiring Agent shall be discharged from anyfurther obligation in respect of the Finance Documents but shall remain entitledto the benefit of this Clause 31. The Agent’s successor and each of the other parties to this Agreementshall have the same rights and obligations amongst themselves as they wouldhave had if such successor Agent had been an original party as Agent.

## **31.12****                 Confidentiality**

### **(a)****                                 **TheAgent (in acting as agent for the Finance Parties) shall be regarded as actingthrough its respective agency division which in each case shall be treated as aseparate entity from any other of its divisions or departments.

### **(b)****                                 **Ifinformation is received by another division or department of the Agent, it maybe treated as confidential to that division or department and the Agent shallnot be deemed to have notice of it.

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### **(c)****                                 **Notwithstandingany other provision of any Finance Document to the contrary, the FinanceParties are not obliged to disclose to any other person (i) any confidentialinformation or (ii) any other information if the disclosure would, or might inits reasonable opinion, constitute a breach of any Law.

## **31.13****                 Facility Office**

TheAgent may treat each Lender as a Lender, entitled to payments under thisAgreement and acting through its Facility Office unless it has received notless than 5 Business Days’ prior notice from that Lender to the contrary inaccordance with the terms of this Agreement.

## **31.14****                 Lenders’Associated Costs Details**

EachLender shall supply the Agent with any information required by the Agent inorder to calculate the Associated Costs Rate in accordance with Schedule 6(*Associated Costs Rate*).

## **31.15****                 Credit Appraisalby the Lenders**

Withoutaffecting the responsibility of any Obligor for information supplied by it oron its behalf in connection with any Finance Document, each Lender confirms tothe Agent and the Arrangers that it has been, and will continue to be, solelyresponsible for making its own independent appraisal and investigation of allrisks arising under or in connection with any Finance Document including butnot limited to:

### **(a)****                                 **thefinancial condition, status and nature of each member of the Group;

### **(b)****                                 **thelegality, validity, effectiveness, adequacy or enforceability of any FinanceDocument and any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Finance Document;

### **(c)****                                 **whetherthat Lender has recourse, and the nature and extent of that recourse, againstany party or any of its respective assets under or in connection with anyFinance Document, the transactions contemplated by the Finance Documents or anyother agreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document; and

### **(d)****                                 **theadequacy, accuracy and/or completeness of the Information Memorandum and theAgreed Business Plan and any other information provided by the Agent, theArrangers or by any other person under or in connection with any FinanceDocument, the transactions contemplated by the Finance Documents or any otheragreement, arrangement or document entered into, made or executed in anticipationof, under or in connection with any Finance Document.

## **31.16****                 Deduction fromAmounts Payable by the Agent**

Ifany party owes an amount to the Agent under any Finance Document the Agent may,after giving notice to that party, deduct an amount not exceeding that amountfrom any payment to that party which the Agent would otherwise be obliged tomake under the Finance Documents and apply the amount deducted in or towardssatisfaction of the amount owed.  For thepurposes of the Finance Documents that party shall be regarded as havingreceived such payment without any such deduction.

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## **31.17****                 Obligors’ Agent**

### **(a)****                                 **EachObligor (other than the Parent) irrevocably authorises the Parent to act on itsbehalf as its agent in relation to the Finance Documents and irrevocablyauthorises:

#### **(i)****                                   **theParent on its behalf to supply all information concerning itself, its financialcondition and otherwise to the relevant persons contemplated under thisAgreement and to give all notices and instructions to execute on its behalf anyFinance Document and to enter into any agreement in connection with the FinanceDocuments notwithstanding that the same may affect such Obligor, withoutfurther reference to or the consent of such Obligor; and

#### **(ii)****                               **eachFinance Party to give any notice, demand or other communication to be given toor served on such Obligor pursuant to the Finance Documents to the Parent onits behalf,

and in each such case such Obligor will be boundthereby as though such Obligor itself had supplied such information, given suchnotice and instructions, executed such Finance Document and agreement orreceived any such notice, demand or other communication.

### **(b)****                                 **Everyact, omission, agreement, undertaking, settlement, waiver, notice or othercommunication given or made by the Obligors’ Agent under any Finance Document,or in connection with this Agreement (whether or not known to any other Obligorand whether occurring before or after such Obligor became an Obligor under thisAgreement), shall be binding for all purposes on all other Obligors as if theother Obligors had expressly made, given or concurred with the same.  In the event of any conflict between anynotices or other communications of the Obligors’ Agent and any other Obligor,those of the Obligors’ Agent shall prevail.

## **31.18****                 Co-operation withthe Agent**

EachLender and each Obligor will co-operate with the Agent to complete any legalrequirements imposed on the Agent in connection with the performance of itsduties under this Agreement and shall supply any information requested by theAgent in connection with the proper performance of those duties.

# **32.****                               SECURITYTRUSTEE**

## **32.1****                        Declarationof Trust**

Tothe extent the Security Trustee does not hold the Trust Property on trustpursuant to the terms of the Security Documents, and subject to the provisionsof Clause 32.6 (*Non-Trust Jurisdictions*),the Security Trustee hereby declares itself trustee of the Trust Property forthe purpose of securing the Secured Obligations on the terms and conditions setout in this Agreement.

## **32.2****                        Rights,Duties, Powers, Discretions and Remuneration of the Security Trustee**

### **(a)****                                 **TheSecurity Trustee shall have such rights, powers, authorities and discretions asare conferred on it by this Agreement (including those set out in Part Iof Schedule 5 (*Supplementary SecurityTrustee Provisions*) to this Agreement) and the Security 

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### Documents together with such rights, powers and discretions as arereasonably incidental thereto.

**(b)****                                 (i)          **TheSecurity Trustee may, in its absolute discretion refrain from taking any (orany further) action or exercising any right, power, authority or discretionunder or in respect of this Agreement or any Security Document until it hasreceived instructions from the Agent as to whether (and/or the way in which)such action, right, power, authority or discretion is to be taken or exercised.

**(ii)**                                The Security Trustee shall act inaccordance with any instructions from the Agent in respect of this Agreement orany of the Security Documents provided that it has been indemnified and/orprovided with security to its satisfaction against all actions, proceedings,claims and demands to which it may render itself liable and all costs, charges,damages, expenses and liabilities which it may incur by so doing.

### **(c)****                                 **TheSecurity Trustee shall be entitled to such remuneration as it may from time totime agree with the Parent and have approved by the Agent.  The Security Trustee shall not by virtue ofreceiving any such remuneration or other payment be deprived of any rights,powers, privileges or immunities which a gratuitous trustee would have had inrelation to this Agreement or any of the Security Documents.

## **32.3****                        Indemnityto Security Trustee**

EachFinance Party hereby severally agrees to indemnify the Security Trustee ondemand against any action, charge, claim, cost, damage, demand, expense(including legal fees), liability, loss or proceeding which may be brought,made or preferred against or suffered, sustained or incurred by the SecurityTrustee in complying with any instructions from the Finance Parties orotherwise sustained or incurred by the Security Trustee in connection with thisAgreement or any Finance Document or its rights, powers, authorities,discretions, duties, obligations and responsibilities under any such documentexcept to the extent that the liability or loss arises directly from theSecurity Trustee’s gross negligence, breach of a Finance Document or wilfulmisconduct.

## **32.4****                        Appointmentand Retirement of the Security Trustee**

Theappointment and retirement of the Security Trustee shall be governed by theprovisions set out in Part II of Schedule 5 (*Appointmentand Retirement of Security Trustee*).

## **32.5****                        Release ofGuarantees**

TheSecurity Trustee shall and is hereby authorised by each of the Finance Parties(and to the extent it may have any interest therein, every other party hereto)to execute on behalf of itself and each Finance Party and other party heretowhere relevant, without the need for any further referral to, or authorityfrom, any Finance Party or other person, all necessary releases of anyguarantees or security given by any Obligor under any Finance Document inrelation to the disposal of any asset which is permitted under or consented toin accordance with the relevant Finance Documents, including without limitationany release of any guarantee or security given under any Finance Document orany other document referred to therein where all the shares in the capital ofthe party giving such guarantee or security are so disposed of in accordancewith the terms of and without any breach of the Finance Documents.

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## **32.6****                        Non-TrustJurisdictions**

Itis hereby agreed that, in relation to any jurisdiction the courts of whichwould not recognise or give effect to the trusts expressed to be created bythis Agreement, the relationship of the Finance Parties to the Security Trusteeshall be construed as one of principal and agent but, to the extent permissibleunder the Laws of such jurisdiction, all the other provisions of this Agreementshall have full force and effect between the parties hereto.

## **32.7****                        ParallelDebt**

### **(a)****                                 **EachObligor (in this Clause, each a “**Security Party**”and together the “**Security Parties**”)agrees, as primary obligor and not as a surety, that promptly on demand of theSecurity Trustee it will pay to the Security Trustee any Secured Obligationwhich is due and unpaid from time to time in accordance with the FinanceDocuments (the “**Parallel Debt**”) provided that:

#### **(i)****                                   **anypayment by a Security Party to the Security Trustee pursuant to thisClause 32.7 shall satisfy *pro tanto*the amounts due and payable to the Finance Parties;

#### **(ii)****                               **anypayment by a Security Party to the Finance Parties shall satisfy *pro tanto* the amounts due and payable tothe Security Trustee pursuant to this Clause 32.7; and

#### **(iii)****                           **anypayment by a Security Party to the Security Trustee or the Finance Parties, asthe case may be, shall satisfy such Obligor’s obligation under thisClause 32.7 unless such payment is subsequently avoided or reduced byvirtue of any bankruptcy, insolvency, liquidation or similar laws.

### **(b)****                                 **EachSecurity Party, the Security Trustee and each Finance Party acknowledges thatthe Parallel Debt is enforceable by the Security Trustee on its ownbehalf.  For the avoidance of doubt, eachof the parties hereto agree that this Clause 32.7 shall continue to applynotwithstanding there has been a change in the Security Trustee in accordancewith Schedule 5 (*Security TrusteeProvisions*).

### **(c)****                                 **Neitherthe obligations of the Security Parties contained in this Agreement nor therights, powers and remedies conferred on the Security Trustee and/or theFinance Parties in respect of the Security Parties by this Agreement or by Lawshall be discharged, impaired or otherwise affected by:

#### **(i)****                                   **thewinding-up, dissolution, administration or re-organisation of anySecurity Party or any other person or any change in the status, function,control or ownership of any Security Party or any such person;

#### **(ii)****                               **anyof the obligations of any Security Party or any other person under any of theFinance Documents or any security held by the Security Trustee and/or anyFinance Party therefor being or becoming illegal, invalid, unenforceable orineffective in any respect;

#### **(iii)****                           **anytime or other indulgence being granted to or agreed (i) to or with any SecurityParty or any other person in respect of its obligations or (ii) in respect ofany security granted under any of the Finance Documents;

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#### **(iv)****                              **anyamendment to, or any variation, waiver or release of, any obligation of, or anysecurity granted by, any Security Party or any other person under any of theFinance Documents;

#### **(v)****                                  **anytotal or partial failure to take, or perfect, any security proposed to be takenin respect of the obligations of any Security Party or any other person underany of the Finance Documents;

#### **(vi)****                              **anytotal or partial failure to realise the value of, or any release, discharge,exchange or substitution of, any security held by the Security Trustee and/orany Finance Party in respect of any Security Party’s obligations under any ofthe Finance Documents; or

#### **(vii)****                          **anyother act, event or omission which might operate to discharge, impair orotherwise affect any of the obligations of any of the Security Parties underthis Agreement or any of the rights, powers or remedies conferred upon theSecurity Trustee and/or any Finance Party or any of them by this Agreement, anyof the Finance Documents or by Law.

### **(d)****                                 **Forthe avoidance of doubt, the Parallel Debt of each Security Party shall bedeemed to constitute a single obligation of such Security Party.

# **33.****                               BORROWERS’INDEMNITIES**

## **33.1****                        GeneralIndemnities**

EachBorrower undertakes to indemnify:

### **(a)****                                 **eachof the Finance Parties against any cost, claim, loss, expense (including legalfees) or liability, which any of them may sustain or incur as a consequence ofthe occurrence of any Default; and

### **(b)****                                 **eachLender against any loss it may suffer or incur as a result of (i) its fundingor making arrangements to fund its portion of an Advance or (ii) its issuing ormaking arrangements to issue a Documentary Credit, in each case requested bythat Borrower under this Agreement but not made by reason of the operation ofany one or more of the provisions of this Agreement (save as a result of itsown gross negligence, breach of a Finance Document or wilful default).

## **33.2****                        BreakCosts**

### **(a)****                                 **EachBorrower shall, upon demand by a Finance Party, pay to that Finance Party itsBreak Costs attributable to all or any part of any Advance or Unpaid Sum beingpaid by that Borrower on a day other than the last day of an InterestPeriod or Term for that Advance or Unpaid Sum.

### **(b)****                                 **EachLender shall, as soon as reasonably practicable after a demand by the Agent,provide a certificate confirming the amount of its Break Costs for any InterestPeriod or Term in which they accrue.

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# **34.****                               CURRENCYOF ACCOUNT**

## **34.1****                        Currency**

Eurois the currency of account and payment for each and every sum at any time duefrom any Obligor under this Agreement provided that:

### **(a)****                                 **eachrepayment of any Outstandings or Unpaid Sum (or part of it) shall be made inthe currency in which those Outstandings or Unpaid Sum are denominated on theirdue date;

### **(b)****                                 **interestshall be payable in the currency in which the sum in respect of which suchinterest is payable was denominated when that interest accrued;

### **(c)****                                 **eachpayment in respect of costs and expenses shall be made in the currency in whichthe same were incurred; and

### **(d)****                                 **eachpayment pursuant to Clause 18.2 (*Tax Indemnity*)or Clause 19.1 (*Increased Costs*)shall be made in the currency specified by the Finance Party claiming under it.

## **34.2****                        CurrencyIndemnity**

Ifany sum due from an Obligor under this Agreement or any order or judgment givenor made in relation to this Agreement has to be converted from the currency(the “**first currency**”) in whichthe same is payable under this Agreement or under such order or judgment intoanother currency (the “**second currency**”)for the purpose of (a) making or filing a claim or proof against suchObligor, (b) obtaining an order or judgment in any court or other tribunalor (c) enforcing any order or judgment given or made in relation to thisAgreement, the Parent shall indemnify and hold harmless each of the persons towhom such sum is due from and against any loss suffered or incurred as a resultof any discrepancy between (x) the rate of exchange used for such purposeto convert the sum in question from the first currency into the second currencyand (y) the rate or rates of exchange at which such person may in theordinary course of business purchase the first currency with the second currencyupon receipt of a sum paid to it in satisfaction, in whole or in part, of anysuch order, judgment, claim or proof.

# **35.****                               PAYMENTS**

## **35.1****                        Payment tothe Agent**

Oneach date on which this Agreement requires an amount to be paid by an Obligoror any of the Lenders under this Agreement, such Obligor or, as the case maybe, such Lender shall make the same available to the Agent by payment insame day funds (or such other funds as may for the time being be customaryfor the settlement of transactions in the relevant currency) to such account orbank as the Agent may have specified for this purpose and any such paymentwhich is made for the account of another person shall be made in time to enablethe Agent to make available such person’s portion of it to such other person inaccordance with Clause 35.2 (*Same Day Funds*).

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## **35.2****                        Same DayFunds**

Saveas otherwise provided in this Agreement, each payment received by the Agent forthe account of another person shall be made available by the Agent to suchother person (in the case of a Lender, for the account of its Facility Office)for value the same day by transfer to such account of such person withsuch bank in a Participating Member State or London (or for payments inOptional Currencies, in the applicable financial centre) as such person shallhave previously notified to the Agent for this purpose.

## **35.3****                        ClearPayments**

Anypayment required to be made by an Obligor under this Agreement shall becalculated without reference to any set-off or counterclaim and shall be madefree and clear of, and without any deduction for or on account of, any set-offor counterclaim.

## **35.4****                        PartialPayments**

Ifthe Agent receives a payment that is insufficient to discharge all the amountsthen due and payable by an Obligor under the Finance Documents, the Agentshall, unless otherwise instructed by an Instructing Group, apply that paymenttowards the obligations of that Obligor under the Finance Documents in thefollowing order:

### **(a)****                                 **first,in payment in or towards payment *pro rata* of anyunpaid fees, costs and expenses incurred by the Agent and the L/C Bank underthe Finance Documents;

### **(b)****                                 **secondly,in or towards payment *pro rata* of anyaccrued interest or commission due but unpaid under any Finance Document;

### **(c)****                                 **thirdly,in or towards payment *pro rata*of anyprincipal due but unpaid under any Finance Document; and

### **(d)****                                 **fourthly,in or towards payment *pro rata* of anyother sum due but unpaid under the Finance Documents,

andsuch application shall override any appropriation made by an Obligor.

## **35.5****                        Indemnity**

Wherea sum is to be paid under this Agreement to the Agent for the account ofanother person, the Agent shall not be obliged to make the same available tothat other person (or to enter into or perform any exchange contract inconnection therewith) until it has been able to establish to its satisfactionthat it has actually received such sum, but if it does so and it proves to bethe case that it had not actually received such sum, then the person to whomsuch sum (or the proceeds of such exchange contract) was (or were) so madeavailable shall on request refund the same to the Agent together with an amountsufficient to indemnify and hold harmless the Agent from and against any costor loss it may have suffered or incurred by reason of its having paid out suchsum (or the proceeds of such exchange contract) prior to its having receivedsuch sum.

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## **35.6****                        Disruptionto Payment Systems etc.**

Ifeither the Agent determines (in its discretion) that a Disruption Event hasoccurred or the Agent is notified by the Parent that a Disruption Event hasoccurred:

### **(a)****                                 **theAgent may, and shall if requested to do so by the Parent, consult with theParent with a view to agreeing with the Parent such changes to the operation oradministration of the Facilities as the Agent may deem necessary in thecircumstances;

### **(b)****                                 **theAgent shall not be obliged to consult with the Parent in relation to anychanges mentioned in paragraph (a) if, in its opinion, it is notpracticable to do so in the circumstances and, in any event, shall have noobligation to agree to such changes;

### **(c)****                                 **theAgent may consult with the Finance Parties in relation to any changes mentionedin paragraph (a) but shall not be obliged to do so if, in its opinion, itis not practicable to do so in the circumstances;

### **(d)****                                 **anysuch changes agreed upon by the Agent and the Parent shall (whether or not itis finally determined that a Disruption Event has occurred) be binding upon theParties as an amendment to (or, as the case may be, waiver of) the terms of theFinance Documents notwithstanding the provisions of Clause 45 (*Amendments*);

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

### **(f)****                                   **theAgent shall notify the Finance Parties of all changes agreed pursuant toparagraph (d) above.

# **36.****                               SET-OFF**

## **36.1****                        Right toSet-off**

Eachof the Obligors authorises each Lender to apply any credit balance to whichsuch Obligor is entitled on any account of such Obligor with that Lender insatisfaction of any sum due and payable from such Obligor to such Lender underthis Agreement but unpaid; for this purpose, each Lender is authorised topurchase with the moneys standing to the credit of any such account such othercurrencies as may be necessary to effect such application, provided that anyFinance Party may not apply any sums owed by such Finance Party to an Obligorin connection with any supply of graphical systems, office products or servicesdirectly relating to either of them to such Finance Party towards satisfactionof any debt owed by such Obligor to that Finance Party or any other FinanceParty under the Finance Documents.  EachFinance Party and each Obligor undertakes not to enter into any arrangementsbetween each other in contravention of this Clause 36.1.

## **36.2****                        No Obligation**

NoLender shall be obliged to exercise any right given to it by Clause 36.1 (*Right to Set-Off*).

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# **37.****                               SHARINGAMONG THE FINANCE PARTIES**

## **37.1****                        Paymentsto Finance Parties**

Ifa Finance Party (a “**Recovering Finance Party**”)receives or recovers any amount from an Obligor other than in accordance withClause 35 (*Payments*) and applies that amountto a payment due under the Finance Documents then:

### **(a)****                                 **theRecovering Finance Party shall, within 3 Business Days, notify details of thereceipt or recovery to the Agent;

### **(b)****                                 **theAgent shall determine whether the receipt or recovery is in excess of theamount the Recovering Finance Party would have been paid had the receipt orrecovery been received or made by the Agent and distributed in accordance withClause 35.4 (*Partial Payments*), without takingaccount of any tax which would be imposed on the Agent in relation to thereceipt, recovery or distribution; and

### **(c)****                                 **theRecovering Finance Party shall, within 3 Business Days of demand by the Agent,pay to the Agent an amount (the “**Sharing Payment**”)equal to such receipt or recovery less any amount which the Agent determinesmay be retained by the Recovering Finance Party as its share of any payment tobe made, in accordance with Clause 35.4 (*PartialPayments*).

## **37.2****                        Redistributionof Payments**

TheAgent shall treat the Sharing Payment as if it had been paid by the relevantObligor and distribute it between the Finance Parties (other than theRecovering Finance Party) in accordance with Clause 35.4 (*Partial Payments*).

## **37.3****                        RecoveringFinance Party’s Rights**

### **(a)****                                 **Ona distribution by the Agent under Clause 37.2 (*Redistributionof Payments*), the Recovering Finance Party will be subrogated to therights of the Finance Parties which have shared in the redistribution.

### **(b)****                                 **Ifand to the extent that the Recovering Finance Party is not able to rely on itsrights under paragraph (a) above, the relevant Obligor shall be liable tothe Recovering Finance Party for a debt equal to the Sharing Payment which isimmediately due and payable.

## **37.4****                        Reversalof Redistribution**

Ifany part of the Sharing Payment received or recovered by a Recovering FinanceParty becomes repayable and is repaid by that Recovering Finance Party, then:

### **(a)****                                 **eachFinance Party which has received a share of the relevant Sharing Paymentpursuant to Clause 37.2 (*Redistribution of Payments*)**shall, upon the request of the Agent, pay to the Agent foraccount of that Recovering Finance Party an amount equal to its share ofthe  Sharing Payment (together with anamount as is necessary to reimburse that Recovering Finance Party for its shareof any interest on the Sharing Payment which that Recovering Finance Party isrequired to pay); and

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### **(b)****                                 **thatRecovering Finance Party’s rights of subrogation in respect of anyreimbursement shall be cancelled and the relevant Obligor will be liable to thereimbursing Finance Party for the amount so reimbursed.

## **37.5****                        Exceptions**

### **(a)****                                 **ThisClause 37 shall not apply to the extent that the Recovering Finance Partywould not, after making any payment pursuant to this Clause, have a valid andenforceable claim against the relevant Obligor.

### **(b)****                                 **ARecovering Finance Party is not obliged to share with any other Finance Partyunder any amount which the Recovering Finance Party has received or recoveredas a result of taking legal or arbitration proceedings, if:

#### **(i)****                                   **itnotified such other Finance Party of the legal or arbitration proceedings; and

#### **(ii)****                               **suchother Finance Party had an opportunity to participate in those legal orarbitration proceedings but did not do so as soon as reasonably practicablehaving received notice of it or did not take separate legal or arbitrationproceedings.

# **38.****                               CALCULATIONSAND ACCOUNTS**

## **38.1****                        Day CountConvention**

Interestand commitment commission shall accrue from day to day and shall becalculated on the basis of a year of 365 days (in the case of amountsdenominated in sterling) or 360 days (in the case of amounts denominatedin other Optional Currencies or euro) (as appropriate or, in any case wheremarket practice differs, in accordance with market practice) and the actualnumber of days elapsed.

## **38.2****                        Reductions**

Anyrepayment of any Advance denominated in an Optional Currency shall reduce theamount of such Advance by the amount of such Optional Currency repaid and shallreduce the Euro Amount of such Advance proportionately.

## **38.3****                        ReferenceBanks**

Saveas otherwise provided in this Agreement, on any occasion a Reference Bank orLender fails to supply the Agent with an interest rate quotation required of itunder the foregoing provisions of this Agreement, the rate for which suchquotation was required shall be determined from those quotations which aresupplied to the Agent.

## **38.4****                        MaintainAccounts**

EachLender shall maintain in accordance with its usual practice accounts evidencingthe amounts from time to time lent by and owing to it under this Agreement.

 

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## **38.5****                        ControlAccounts**

The Agent shall maintain on its books a controlaccount or accounts in which shall be recorded:

### **(a)****                                 **theamount and the Euro Amount of any Advance or Unpaid Sum and the face amount andthe Euro Amount of any Documentary Credit, and each Lender’s share in it;

### **(b)****                                 **theamount of all principal, interest and other sums due or to become due from eachof the Obligors to any of the Lenders under the Finance Documents and eachLender’s share in it; and

### **(c)****                                 **theamount of any sum received or recovered by the Agent under this Agreement andeach Lender’s share in it.

## **38.6****                        PrimaFacie Evidence**

Inany legal action or proceeding arising out of or in connection with thisAgreement, the entries made in the accounts maintained pursuant toClause 38.4 (*Maintain Accounts*) andClause 38.5 (*Control Accounts*) shall be *prima**facie* evidenceof the existence and amounts of the specified obligations of the Obligors.

## **38.7****                        Certificateof Finance Party**

Acertificate of a Finance Party as to the amount for the time being required toindemnify it against any Tax Liability pursuant to Clause 18.2 (*Tax Indemnity*) or any Increased Costpursuant to Clause 19.1 (*Increased Costs*)shall be, save for manifest error, final and conclusive evidence of theexistence and amounts of the specified obligations of the Parent.

## **38.8****                        Certificateof the Agent**

Acertificate of the Agent as to the amount at any time due from the Borrowersunder this Agreement (or the amount which, but for any of the obligations ofthe Borrowers under this Agreement being or becoming void, unenforceable orineffective, at any time, would have been due from the Borrowers under thisAgreement) shall, in the absence of manifest error, be *prima facie*evidencefor the purposes of Clause 30 (*Guarantee and Indemnity*).

## **38.9****                        Certificateof L/C Bank**

Acertificate of an L/C Bank as to the amount paid out or at any time due inrespect of a Documentary Credit shall, absent manifest error, be *prima facie* evidence of the payment of such amounts or (asthe case may be) of the amounts outstanding in any legal action or proceedingsarising in connection therewith.

## **38.10****                 Calculations inaccordance with GAAP**

Allcalculations pursuant to Clause 24 (*FinancialCondition*) and Clause 26.13 (*Assetsand EBITDA Attributable to Qualified Obligors*) as well as allcalculations of Excess Cash Flow and the Consolidated Leverage Ratio(including, without limitation, for purposes of determining the ApplicableMargin) and all other financial terms as same may be used in determiningcompliance with Clause 24 (*FinancialCondition*) and Clause 26.13 (*Assetsand*

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*EBITDA Attributable to Qualified Obligors*) and calculations of Applicable Marginand Excess Cash Flow, shall be made in accordance with GAAP as interpreted andapplied as at the Sixth Amendment and Restatement Effective Date, it beingunderstood that, consistent therewith, all amounts used in making suchcalculations shall be determined in euros, converting all amounts in othercurrencies into euros in a manner consistent with GAAP as interpreted andapplied as at the Sixth Amendment and Restatement Effective Date, except that,for the purposes of calculating the numerator only of the Consolidated LeverageRatio (including, without limitation, for purposes of determining theApplicable Margin), any amounts expressed in currencies other than euros shallbe converted into euros (as shown on Reuters ECB page 37 or, if same does notprovide such exchange rates, on such other basis as may be satisfactory to theAgent) for the exchange of such currency into euros for the period of 30consecutive days ended one Business Day prior to the respectivedetermination of the Consolidated Leverage Ratio.

# **39.****                               ASSIGNMENTSAND TRANSFERS**

## **39.1****                        Successorsand Assignees**

ThisAgreement shall be binding upon and enure to the benefit of each party to thisAgreement and its or any subsequent successors, permitted assignees andTransferees.

## **39.2****                        Assignmentor Transfers by Obligors**

Noneof the rights, benefits and obligations of an Obligor under this Agreementshall be capable of being assigned or transferred and each Obligor undertakesnot to seek to assign or transfer any of its rights, benefits and obligationsunder this Agreement without the consent of all the Lenders.

## **39.3****                        Assignmentsor Transfers by Lenders**

AnyLender may, at any time, assign all or any of its rights and benefits under theFinance Documents in accordance with Clause 39.4 (*Assignments*)or transfer all or any of its rights, benefits and obligations under theFinance Documents in accordance with Clause 39.5 (*TransferCertificate*) without the consent of any other party provided thatnotwithstanding any other provision of this Agreement:

### **(a)****                                 **(x)all or a portion of its Commitments (and related outstanding FacilitiesObligations hereunder) and/or its Term Facility Outstandings may be transferredto (i) its parent company and/or any affiliate of such Lender or another Lenderwhich is at least 50 per cent. owned by such Lender or its parent company,(ii) one or more Lenders or (iii) in the case of any Lender that is a fund thatinvests in bank loans, any other fund that invests in bank loans and is managedor advised by the same investment advisor of such Lender or another Lender orby an Affiliate of such investment advisor or (y) all, or if less thanall, a portion equal to at least €1,000,000 in the aggregate for the assigningor transferring Lender(s), of such Commitments (and related outstandingObligations hereunder) and/or its Term Facility Outstandings hereunder to oneor more Eligible Institutions (treating any fund that invests in bank loans andany other fund that invests in bank loans and is managed or advised by the sameinvestment advisor of such fund or by an Affiliate of such investment advisoras a single Eligible Institution), provided that, (i) at such time Part Iof Schedule 1 (*Lenders and Commitments*)shall be deemed modified to reflect the Commitments (and/or Term

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### FacilityOutstandings, as the case may be) of such new Lender and of the existingLenders, (ii) the consent of each L/C Bank and each Swingline Facility Lendershall be required in connection with any assignment or transfer of all or anyportion of Revolving Facility Commitments (which consents shall not beunreasonably withheld or delayed), (iii) in the case of assignments ortransfers pursuant to clause (y) above, the consent of the Agent shall berequired (which consent shall not be unreasonably withheld or delayed) and, solong as no Default or Event of Default then exists, the prior written consentof the relevant Borrowers shall be required (which consent shall not beunreasonably withheld or delayed).

### **(b)****                                 **Atthe time of each assignment pursuant to this Clause 39.3 to a person whichis not already a Lender hereunder and which is not a U.S. Person (as such termis defined in Section 7701(a)(30) of the Code) for U.S. federal income taxpurposes, the respective assignee or transferee Lender shall provide to therelevant Borrowers and the Agent the appropriate Internal Revenue Service Forms(and, if appropriate, the form specified in paragraph (e) of Clause 18.1(*Tax Gross-up*)).

### **(c)****                                 **Tothe extent that an assignment pursuant to Clause 21.1 (*Replacement of Lenders*) and thisClause 39 would, at the time of such assignment or transfer, result inincreased costs under Clauses 18 (*Taxes*),19.1 (*Increased Costs*) or 20 (*Illegality*) from those being charged bythe respective assigning or transferring Lender prior to such assignment ortransfer, then the relevant Borrowers shall not be obligated to pay suchincreased costs (although the relevant Borrowers shall be obligated to pay anyother increased costs of the type described above resulting from changes afterthe date of the respective assignment or transfer).  At the time of any such assignment ortransfer pursuant to this Clause 39.3, the assigning or transferring Lendershall furnish notice thereof to the Agent.

**(d)**                                  Nothing in this Agreement shall preventor prohibit any Lender from pledging or assigning by way of security itsOutstandings hereunder to a Federal Reserve Lender in support of borrowingsmade by such Lender from such Federal Reserve Lender and, with the consent ofthe Agent, any Lender which is a fund may pledge or assign by way of securityall or any portion of its Outstandings to a trustee for the benefit ofinvestors and in support of its obligation to such investors.  No pledge or assignment by way of securitypursuant to this paragraph (d) shall release the transferor Lender fromany of its obligations hereunder.  Forthe avoidance of doubt, a pledge shall not include a charge by way of security.

## **39.4****                        Assignments**

Ifany Lender wishes to assign all or any of its rights and benefits under theFinance Documents, unless and until the relevant assignee has agreed with theother Finance Parties that it shall be under the same obligations towards eachof them as it would have been under if it had been an original party to theFinance Documents as a Lender, such assignment shall not become effective andthe other Finance Parties shall not be obliged to recognise such assignee ashaving the rights against each of them which it would have had if it had beensuch a party to this Agreement.

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## **39.5****                        TransferCertificate**

Ifany Lender wishes to transfer all or any of its rights, benefits and/orobligations under the Finance Documents, such transfer may be effected by novationthrough the delivery to the Agent of a duly completed and duly executedTransfer Certificate in which event, on the later of the Transfer Datespecified in such Transfer Certificate and the fifth Business Day after (orsuch earlier Business Day endorsed by the Agent on such Transfer Certificatefalling on or after) the date of delivery of such Transfer Certificate to theAgent:

### **(a)****                                 **tothe extent that in such Transfer Certificate the Lender party to it seeks totransfer its rights, benefits and obligations under the Finance Documents, eachof the Obligors and such Lender shall be released from further obligationstowards one another under the Finance Documents and their respective rightsagainst one another shall be cancelled (such rights and obligations beingreferred to in this Clause 39.5 as “**discharged rights andobligations**”);

### **(b)****                                 **eachof the Obligors and the Transferee party to it shall assume obligations towardsone another and/or acquire rights against one another which differ from thedischarged rights and obligations only insofar as such Obligor and suchTransferee have assumed and/or acquired the same in place of such Obligor andsuch Lender;

### **(c)****                                 **subjectto Clause 21.1 (*Replacement of Lenders*),the other Finance Parties and the Transferee shall acquire the same rights andbenefits and assume the same obligations between themselves as they would haveacquired and assumed had such Transferee been an original party to the FinanceDocuments as a Lender with the rights, benefits and obligations acquired orassumed by it as a result of such transfer; and

### **(d)****                                 **suchTransferee shall become a party to this Agreement as a Lender.

## **39.6****                        TransferFee**

Onthe date upon which a transfer takes effect pursuant to Clause 39.5 (*Transfer Certificate*) the Transferee in respect of suchtransfer shall pay to the Agent for its own account a transfer fee of €1,500provided that this fee shall not be payable by any Lender party to thisAgreement on the date of this Agreement in respect of transfers made by suchLender prior to the Syndication Date.

## **39.7****                        Sub-participations**

Subjectto Clause 46 (*Third Party Rights*)any Lender may grant participations in its rights hereunder, such Lender shallremain a “Lender” for all purposes hereunder (and may not otherwise transfer orassign all or any portion of its Commitments hereunder except as provided inClause 39.3 (*Assignments or Transfersby Lenders*)) and the participant shall not constitute a “Lender”hereunder and provided that no Lender shall grant any participation under whichthe participant shall have rights to approve any amendment to or waiver of thisAgreement or any other Finance Document except to the extent such amendment orwaiver would:

### **(a)****                                 **extendthe final scheduled maturity of any Facility or Documentary Credit (unless suchDocumentary Credit is not extended beyond the Final Maturity Date of theRevolving Facility) in which such participant is participating, or reduce therate or

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### extend thetime of payment of interest or fees thereon (except in connection with a waiverof applicability of any post-default increase in interest rates) or reduce theprincipal amount thereof, or increase the amount of the participant’sparticipation over the amount thereof then in effect (it being understood thata waiver of any Default or Event of Default or of a mandatory repayment of TermFacility Outstandings or a mandatory reduction in the Available RevolvingFacility shall not constitute a change in the terms of such participation, andthat an increase in any Commitment or Outstandings shall be permitted withoutthe consent of any participant if the participant’s participation is notincreased as a result thereof);

### **(b)****                                 **consentto the assignment or transfer by any Obligor of any of its rights andobligations under this Agreement;

### **(c)****                                 **releaseall or substantially all of the Collateral under all of the Security Documents(except as expressly provided in the Finance Documents) supporting theFacilities Obligations hereunder in which such participant is participating.

Inthe case of any such participation, the participant shall not have any rightsunder this Agreement or any of the other Finance Documents (the participant’srights against such Lender in respect of such participation to be those setforth in the agreement executed by such Lender in favour of the participantrelating thereto) and all amounts payable by the Borrowers hereunder shall bedetermined as if such Lender had not sold such participation, except that tothe extent that the participant may be required to be recognised as the owner(or beneficial owner) for tax purposes, such participant shall be considered asthe Lender in applying any of the provisions of the Finance Documents thatinvolve such tax.

## **39.8****                        Disclosureof Information**

### **(a)****                                 **Subjectto the provisions of paragraph (b) below, each Lender agrees that it willtreat as confidential (in accordance with normal banking procedures) anyinformation with respect to the Parent or any of its Subsidiaries which is nowor in the future furnished pursuant to this Agreement or any other FinanceDocument, *provided* that any Lender may discloseany such information:

#### **(i)****                                   **ashas become generally available to the public other than by virtue of a breachof this paragraph (a) by the respective Lender;

#### **(ii)****                               **asmay be required or is reasonably appropriate in any report, statement ortestimony submitted to any municipal, state, Federal or foreign regulatory bodyhaving or claiming to have jurisdiction over such Lender or to the FederalReserve Board or the Federal Deposit Insurance Corporation, the NAIC or similarorganizations (whether in the United States or elsewhere) or their successors;

#### **(iii)****                           **asmay be required or reasonably appropriate in respect to any summons or subpoenaor in connection with any litigation;

#### **(iv)****                              **inorder to comply with any law, order, regulation or ruling applicable to suchLender;

#### **(v)****                                  **tothe Agent or the Security Trustee;

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#### **(vi)****                              **tosuch Lender’s Affiliates, employees, auditors, advisors or counsel or toanother Lender if the Lender or such Lender’s holding or parent company in itssole discretion determines that any such party should have access to suchinformation, *provided* such persons shall besubject to the provisions of this Clause 39.8 to the same extent as suchLender; and

#### **(vii)****                          **toany pledgee referred to in Section 39.3(d) or any prospective or actualtransferee or participant or their respective investment advisors in connectionwith any contemplated transfer, pledge, participation, securitisation or hedgeof any of the Commitments, any interest therein by such Lender or any othertransaction under which payments are to be made by reference to any FinanceDocument or Obligor, *provided* thatsuch prospective pledgee, transferee, participant or, as the case may be,investment advisor agrees to be bound by the confidentiality provisionscontained in this Clause 39.8.

**(b)**                                  Each Obligor hereby acknowledges andagrees that each Lender may share with any of its affiliates any informationrelated to the Parent or any of its Subsidiaries (including, withoutlimitation, any non-public customer information regarding the creditworthinessof the Parent and its Subsidiaries), *provided* thatsuch Persons shall be subject to the provisions of this Clause 39.8 to thesame extent as such Lender.

**(c)****                                 **Notwithstanding anything in this Agreement,any amendments to this Agreement, or any other document, agreement orunderstanding relating to the transactions contemplated by this Agreement, eachparty to this Agreement and its affiliates (and each employee, representative,or other agent of such party or its affiliates) are authorised to disclose toany and all persons, beginning immediately upon commencement of discussionsregarding the transactions contemplated by this Agreement and withoutlimitation of any kind, the U.S. federal, state or local tax treatment and taxstructure of such transactions, and all materials of any kind (includingopinions or other tax analyses) that are provided to such party or itsaffiliates relating to such tax treatment and tax structure, except to theextent that such disclosure is subject to restrictions reasonably necessary tocomply with securities laws.  Forpurposes of this authorisation, the “tax treatment” of a transaction means thepurported or claimed tax treatment of the transaction, and the “tax structure”of a transaction means any fact that may be relevant to understanding thepurported or claimed tax treatment of the transaction.  This paragraph is intended to reflect theunderstanding of the parties that the transactions contemplated by this Agreementhave not been offered under “conditions of confidentiality”, as that phrase isused in U.S. Treasury Regulations sections 1.601-4(b)(3) and 301.6111-2(c), andin any state or local law or regulation incorporating all or part of suchsections, and shall be interpreted in a manner consistent therewith.  Nothing herein is intended to imply that anyparty or its affiliates (or any employee, representative, or other agent ofsuch party or its affiliates) has made or provided to, or for the benefit of,any other party or its affiliates any oral or written statement as to anypotential U.S. federal, state or local tax consequences that are related to, ormay result from, the transactions contemplated by this Agreement.  None of the parties provides accounting, taxor legal advice, and each has consulted, or will consult, its own advisersregarding its participation in such transactions.

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## **39.9****                        Register**

TheBorrowers hereby designate the Agent to serve as the Borrowers’ agent, solelyfor purposes of this Clause 39.9, to maintain a register (the “**Register**”) on which it will record theCommitments from time to time of each of the Lenders, the Advances made by eachof the Lenders and each repayment in respect of the principal amount of theAdvances of each Lender.  Failure to makeany such recordation, or any error in such recordation, shall not affect theBorrowers’ obligations in respect of such Advances.  With respect to any Lender, the transfer ofthe Commitments of such Lender and the rights to the principal of, and intereston, any Advance made pursuant to such Commitments shall be not be effectiveuntil such transfer is recorded on the Register maintained by the Agent withrespect to ownership of such Commitments and Advances and prior to suchrecordation all amounts owing to the transferor with respect to suchCommitments and Advances shall remain owing to the transferor.  The registration of assignment or transfer ofall or part of any Commitments and Advances shall be recorded by the Agent onthe Register only upon the acceptance by the Agent of a properly executed anddelivered Transfer Certificate pursuant to Clause 39.5 (*Transfer Certificate*).  The Borrowers agree to indemnify the Agentfrom and against any and all losses, claims, damages and liabilities of whatsoevernature which may be imposed on, asserted against or incurred by the Agent inperforming its duties under this Clause 39.9 except to the extentresulting from the gross negligence or wilful misconduct of the Agent (asdetermined by a court of competent jurisdiction in a final and non-appealabledecision).

# **40.****                               COSTSAND EXPENSES**

## **40.1****                        TransactionCosts**

TheParent shall, from time to time on demand of the Agent, reimburse the Agent,the Security Trustee and each of the Arrangers for all reasonable costs andexpenses (including legal fees) incurred by them in connection with thenegotiation, preparation and execution of the Finance Documents and thecompletion of the transactions therein contemplated and primary syndication ofthe Facilities (including publicity expenses).

## **40.2****                        Preservationand Enforcement Costs**

TheParent shall, from time to time on demand of the Agent, reimburse each FinanceParty for all costs and expenses (including legal fees) incurred in or inconnection with the preservation and/or enforcement of any of the rights ofsuch Finance Party under the Finance Documents.

## **40.3****                        StampTaxes**

TheParent shall pay (or cause the relevant Borrower to pay) all stamp,registration, documentary and other taxes (including any penalties, additions,fines, surcharges or interest relating thereto) to which any of the FinanceDocuments or any judgment given in connection therewith is or at any time maybe subject and shall, from time to time on demand of the Agent, indemnify theFinance Parties against any liabilities, costs, claims and expenses resultingfrom any failure to pay or any delay in paying those taxes.  The Agent shall be entitled (but not obliged)to pay those taxes (whether or not they are its primary responsibility) and tothe extent that it does so claim under this Clause 40.3.

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## **40.4****                        Compensation**

TheParent shall, from time to time on demand of the Agent (and without prejudiceto the provisions of Clause 40.2 (*Preservation andEnforcement Costs*) and Clause 40.5 (*Amendmentsand Waivers*)) compensate the Agent at such daily and/or hourly ratesas the Agent shall from time to time reasonably determine for all time expendedby the Agent, its directors, officers and employees, and for all costs andexpenses (including telephone, fax, copying, travel and personnel costs) theymay incur, in connection with the Agent’s taking such action as it may considerappropriate in connection with:

### **(a)****                                 **thegranting or proposed granting of any waiver or consent requested under any ofthe Finance Documents by the Obligors or any of them;

### **(b)****                                 **anyactual, potential or suspected breach by an Obligor of any of its obligationsunder any of the Finance Documents;

### **(c)****                                 **theoccurrence of any Default; or

### **(d)****                                 **anyamendment or proposed amendment of any of the Finance Documents requested bythe Obligors or any of them.

## **40.5****                        Amendmentsand Waivers**

Ifan Obligor requests any amendment or waiver in accordance with Clause 45 (*Amendments*), the relevant Obligor shall, on demand of theAgent, reimburse the Finance Parties for all reasonable costs and expenses(including legal fees) incurred by any of the Finance Parties in responding toor complying with such request.

## **40.6****                        ManagementTime of the Agent**

Anyamount payable to the Agent under this Clause 40 shall include the cost ofutilising its management time or other resources and will be calculated on thebasis of such reasonable daily or hourly rates as it may notify to the Parentand the Lenders, and is in addition to any fee paid or payable to it underClause 17 (*Commissions and Fees*).

## **40.7****                        Lenders’Indemnity**

Ifany Obligor fails to perform any of its obligations under this Clause 40,each Lender shall indemnify and hold harmless each of the Agent, the Arrangersand/or the Security Trustee from and against its Proportion (as determined atall times for these purposes in accordance with paragraph (c) of thedefinition of “Proportion”) of any loss incurred by any of them as a result ofsuch failure and the relevant Obligor shall forthwith reimburse each Lender forany payment made by it pursuant to this Clause.

## **40.8****                        ValueAdded Tax**

### **(a)****                                 **Allamounts expressed to be payable under any Finance Document by any Obligor to aFinance Party shall be exclusive of any VAT. If VAT is chargeable on any supply made by a Finance Party to anyObligor under any Finance Document (whether that supply is taxable pursuant tothe exercise of an option or otherwise), that Obligor shall pay to that FinanceParty (in addition to and at the same time as paying that consideration) anamount equal to the amount of the VAT as further consideration.

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### **(b)****                                 **Nopayment or other consideration to be made or furnished to any Obligor pursuantto or in connection with any Finance Document may be increased or added to byreference to (or as a result of any increase in the rate of) any VAT whichshall be or may become chargeable in respect of any taxable supply.

### **(c)****                                 **Wherea Finance Document requires any party to reimburse a Finance Party for anycosts or expenses, that party shall also pay any amount of those costs orexpenses incurred referable to VAT chargeable thereon.

## **40.9****                        IndemnityPayments**

Whereunder any Finance Document an Obligor has an obligation to indemnify orreimburse any Protected Party in respect of any loss or payment, thecalculation of the amount payable by way of indemnity or reimbursement shalltake account of the likely tax treatment in the hands of that Protected Party(as determined by that Protected Party) of the amount payable by way ofindemnity or reimbursement and of the loss or payment in respect of which thatamount is payable.

# **41.****                               REMEDIESAND WAIVERS**

Nofailure to exercise, nor any delay in exercising, on the part of the FinanceParties or any of them, any right or remedy under this Agreement shall operateas a waiver thereof, nor shall any single or partial exercise of any right orremedy prevent any further or other exercise thereof or the exercise of anyother right or remedy.  The rights andremedies provided in this Agreement are cumulative and not exclusive of anyrights or remedies provided by Law.

# **42.****                               NOTICESAND DELIVERY OF INFORMATION**

## **42.1****                        Writing**

Eachcommunication to be made under any Finance Document shall be made in writingand, unless otherwise stated, shall be made by fax, telex or letter.

## **42.2****                        Giving ofNotice**

Anycommunication or document to be made or delivered by one person to anotherpursuant to any Finance Document shall in the case of any person other than aLender (unless that other person has by 15 days’ written notice to theAgent specified another address) be made or delivered to that other person atthe address identified with its signature below or, in the case of a Lender, atthe address from time to time designated by it to the Agent for the purpose ofthe Finance Documents (or, in the case of a Transferee at the end of the TransferCertificate to which it is a party as Transferee) and shall be deemed to havebeen made or delivered when despatched (in the case of any communication madeby fax or telex) or (in the case of any communication made by letter) when leftat the address or (as the case may be) 5 Business Days after beingdeposited in the post postage prepaid in an envelope addressed to it at thataddress provided that any communication or document to be made or delivered tothe Agent shall be effective only when received by the Agent and then only ifthe same is expressly marked for the attention of the department or officeridentified with the Agent’s signature below (or such other department orofficer as the Agent shall from time to time specify for this purpose).

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## **42.3****                        Use ofWebsites**

### **(a)****                                 **AnObligor may satisfy its obligation under any Finance Document to which it is aparty to deliver any information in relation to those Lenders (the “**Website Lenders**”) who accept this method of communication byposting this information onto an electronic website designated by the Parentand the Agent (the “**Designated Website**”)if:

#### **(i)****                                   **theAgent expressly agrees (after consultation with each of the Lenders) that itwill accept communication of the information by this method;

#### **(ii)****                               **boththe Parent and the Agent are aware of the address of, and any relevant passwordspecifications for, the Designated Website; and

#### **(iii)****                           **theinformation is in a format previously agreed between the Parent and the Agent.

Ifany Lender (a “**Paper Form Lender**”)does not agree to the delivery of information electronically then the Agentshall notify the Parent accordingly and the Parent shall supply the informationto the Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event, the Parent shall supply theAgent with at least one copy in paper form of any information required to beprovided by it.

### **(b)****                                 **TheAgent shall supply each Website Lender with the address of, and any relevantpassword specifications for, the Designated Website following designation ofthat website by the Parent and the Agent.

### **(c)****                                 **TheParent shall promptly upon becoming aware of its occurrence notify the Agentif:

#### **(i)****                                   **theDesignated Website cannot be accessed due to technical failure;

#### **(ii)****                               **thepassword specifications for the Designated Website change;

#### **(iii)****                           **anynew information which is required to be provided under this Agreement is postedonto the Designated Website;

#### **(iv)****                              **anyexisting information which has been provided under this Agreement and postedonto the Designated Website is amended; or

#### **(v)****                                  **theParent becomes aware that the Designated Website or any information posted ontothe Designated Website is or has been infected by any electronic virus orsimilar software.

If the Parent notifies the Agent underparagraph (c)(i) or paragraph (c)(v) above, all information to beprovided by the Parent under this Agreement after the date of that notice shallbe supplied in paper form unless and until the Agent and each Website Lender issatisfied that the circumstances giving rise to the notification are no longercontinuing.

### **(d)****                                 **AnyWebsite Lender may request, through the Agent, one paper copy of anyinformation required to be provided under this Agreement which is posted ontothe

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### DesignatedWebsite.  The Parent shall comply withany such request within 10 Business Days.

## **42.4****                        ElectronicCommunication**

### **(a)****                                 **Anycommunication to be made between the Agent and a Lender under or in connectionwith the Finance Documents may be made by electronic mail or other electronicmeans, if the Agent and the relevant Lender:

#### **(i)****                                   **agreethat, unless and until notified to the contrary, this is to be an accepted formof communication;

#### **(ii)****                               **notifyeach other in writing of their electronic mail address and/or any otherinformation required to enable the sending and receipt of information by thatmeans; and

#### **(iii)****                           **notifyeach other of any change to their address or any other such informationsupplied by them.

### **(b)****                                 **Anyelectronic communication made between the Agent and a Lender will be effectiveonly when actually received in readable form and in the case of any electroniccommunication made by a Lender to the Agent only if it is addressed in such amanner as the Agent shall specify for this purpose.

# **43.****                               ENGLISHLANGUAGE**

Eachcommunication and document made or delivered by one party to another pursuantto any of the Finance Documents shall be in the English language or accompaniedby a translation of it into English certified (by an officer of the personmaking or delivering the same) as being a true and accurate translation of it.

# **44.****                               PARTIALINVALIDITY**

If,at any time, any provision of this Agreement is or becomes illegal, invalid orunenforceable in any respect under the Law of any jurisdiction, suchillegality, invalidity or unenforceability shall not affect:

### **(a)****                                 **thelegality, validity or enforceability of the remaining provisions of thisAgreement; or

### **(b)****                                 **thelegality, validity or enforceability of such provision under the Law of anyother jurisdiction.

# **45.****                               AMENDMENTS**

## **45.1****                        Amendments**

Exceptas provided in Clauses 45.2 (*Consent*), 45.3(*Technical Amendments*) and 45.4 (*Guarantees and Security*), the Agent, if it has the priorwritten consent of an Instructing Group, and the Obligors affected thereby, mayfrom time to time agree in writing to amend this Agreement or to waive,prospectively or retrospectively, any of the requirements of this

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Agreementand any amendments or waivers so agreed shall be binding on all the FinanceParties and the Obligors.

## **45.2****                        Consent**

### **(a)****                                 **Anamendment or waiver relating to the following matters shall not be made withoutthe prior written consent of all the Lenders:

#### **(i)****                                   **areduction in the proportion of any amount received or recovered (whether by wayof set-off, combination of accounts or otherwise) in respect of any amount duefrom an Obligor under this Agreement to which any Lender is entitled;

#### **(ii)****                               **adecrease in any Applicable Margin for, or the principal amount of, any Advance,any Documentary Credit or any interest payment, fees or other amounts due underthis Agreement to any Lender from an Obligor or any other party to thisAgreement (other than the result of any amendment or modification toClause 24 (*Financial Condition*)where the primary purpose of such amendment or modification (as determined ingood faith by the Parent and the Agent) was not to decrease the pricingpursuant to this Agreement);

#### **(iii)****                           **anychange in the currency of account;

#### **(iv)****                              **thedeferral of the date for payment of any principal, interest, fee or any otheramount due under this Agreement to any Lender from an Obligor or any otherparty to this Agreement;

#### **(v)****                                  **thedeferral of any Final Maturity Date, any Termination Date or any Expiry Date;

#### **(vi)****                              **anyreduction to the percentage set forth in the definition of Instructing Group asincluded on the date of this Agreement (it being understood that, with theconsent of the Instructing Group, additional extensions of credit pursuant tothis Agreement may be included in the determination of Instructing Group onsubstantially the same basis on the extensions of the Term Facilities and theRevolving Facilities as at the Effective Date);

#### **(vii)****                          **anyamendments, modifications or waiver of any provision to this Clause;

#### **(viii)****                      **consentto the assignment or transfer by the Parent or any other Obligor (other than toanother Obligor or another Wholly-Owned Subsidiary of the Parent which accededas an Acceding Guarantor) of any of its rights and obligations under thisAgreement; and

#### **(ix)****                             **achange to any provision which contemplates the need for the consent or approvalof all the Lenders.

### **(b)****                                 **Notwithstandingparagraph (a) above, an amendment or waiver relating to the followingmatters shall not be made without the prior written consent of each Lenderaffected thereby:

 

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#### **(i)****                                   **anyincrease in the Commitment of such Lender (it being understood that waivers ormodifications of conditions precedent, covenants, Defaults or Events of Defaultor of a mandatory reduction in the Available Facility shall not constitute anincrease of the Commitment of any Lender, and that an increase in the availableportion of any Commitment of any Lender shall not constitute an increase in theCommitment of such Lender);

#### **(ii)****                               **inrelation to any Swingline Facility Lender every provision of Clause 6 (*Swingline Facilities*) or alter its rightsor obligations with respect to Swingline Facility Advances; and

#### **(iii)****                           **inrelation to the L/C Bank every provision of Clause 5 (*Documentary Credits*) or alter its rightsor obligations with respect to any Documentary Credits issued by it.

### **(c)****                                 **Notwithstandingparagraph (a) above, an amendment or waiver relating to the followingmatters shall not be made without the prior written consent of the MajorityLenders of the respective Facility:

#### **(i)****                                   **anyamendment or waiver which would result in a Lender of such Facility beingallocated a lesser prepayment, repayment (or commitment reduction) as a resultof any alteration of the required application of any prepayments or repayments(or commitment reductions), as between the various Facilities, pursuant toClauses 9 (*Repayment of Revolving andSwingline Facility Outstandings*), 10 (*Repayment of Term Facility Outstandings*), 12 (*Voluntary Prepayment*) or 13 (*Mandatory Prepayment*) (although theInstructing Group may (1) waive, in whole or in part, any such prepayment,repayment or commitment reduction, so long as the application, as amongst thevarious Facilities, of any such prepayment, repayment or commitment reductionwhich is still required to be made is not altered and (2) agree to theinclusion of additional extensions of credit made after the Initial BorrowingDate (and not pursuant to Commitments as in effect on the Initial BorrowingDate) on substantially the same basis as the other extensions of credit,pursuant to Clauses 11.1 (*VoluntaryCancellation*) and/or 12.1 (*VoluntaryPrepayment*); and

#### **(ii)****                               **anyamendment to the definition of “Majority Lenders”; and

### **(d)****                                 **Notwithstandingparagraph (a) above, an amendment or waiver which would amend, modify orwaive any Scheduled Repayment applicable to the respective Facility shall notbe made without the prior written consent of the Supermajority Lenders of therespective Facility (except that no such consent of the Supermajority Lendersof the affected Facility shall be required in connection with any increase inthe Scheduled Repayments of such affected Facility (including, withoutlimitation, as a result of the making of additional Advances pursuant to agiven Facility which has the effect of increasing the Scheduled Repayments ofsuch affected Facility on a proportionate basis)).

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## **45.3****                        TechnicalAmendments**

NotwithstandingClause 45.1 (*Amendments*), the Agent maydetermine administrative matters and make technical amendments arising out ofmanifest errors on the face of this Agreement, where such amendments would notprejudice or otherwise be adverse to the position of any Lender under thisAgreement, without reference to the Lenders.

## **45.4****                        Guaranteesand Security**

Awaiver of issuance or the release of any Guarantor from any of its obligationsunder Clause 30 (*Guarantee and Indemnity*)other than in accordance with the terms of this Agreement or a release of allor substantially all of the Collateral subject to any Security under theSecurity Documents other than in accordance with the terms of this Agreementshall require prior written consent of all the Lenders.

## **45.5****                        Amendmentsaffecting the Agent**

Notwithstanding any other provision of this Agreement,the Agent shall not be obliged to agree to any amendment or waiver if the samewould:

### **(a)****                                 **amendor waive any provision of Clauses 31 (*Agent and Obligors’ Agent*),Clause 40 (*Costs and Expenses*) or thisClause 45; or

### **(b)****                                 **otherwiseamend or waive any of the Agent’s rights under this Agreement or subject theAgent to any additional obligations under this Agreement.

## **45.6****                        Amendmentsaffecting the Security Trustee**

Notwithstandingany other provision of this Agreement, the Security Trustee shall not beobliged to agree to any amendment or waiver if the same would:

### **(a)****                                 **amendor waive any provision of Clauses 31 (*Agent and Obligors’ Agent*),Clause 40 (*Costs and Expenses*) or thisClause 45; or

### **(b)****                                 **otherwiseamend or waive any of the Security Trustee’s rights under this Agreement orsubject the Security Trustee to any additional obligations under thisAgreement.

## **45.7****                        Replacementof non-Instructing Group Lender**

If,in connection with any proposed change, waiver, discharge or termination to anyof the provisions of this Agreement as contemplated by paragraph (a) ofClause 45.2 (*Consent*), theconsent of the Instructing Group is obtained but the consent of one or more ofsuch other Lenders whose consent is required is not obtained, then the ExistingBorrower shall have the right (so long as all non-consenting Lenders whoseindividual consent is required are treated as described in either paragraphs(a) or (b) below) to either:

### **(a)****                                 **replaceeach such non-consenting Lender or Lenders (or, at the option of the ExistingBorrower if the respective Lender’s consent is required with respect to lessthan all Outstandings (or related Commitments), to replace only the respectiveCommitments and/or Outstandings of the respective non-consenting Lender whichgave rise to the need to obtain such Lender’s individual consent) with one ormore members of the Instructing Group pursuant to Clause 21.1 (*Replacement of Lenders*) so long as at the

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### time of suchreplacement, each such member of the Instructing Group consents to the proposedchange, waiver, discharge or termination; or

### **(b)****                                 **terminateeach Revolving Facility Commitment and/or Incremental Revolving FacilityCommitment of such non-consenting Lender’s Revolving Facility Commitment (ifsuch Lender’s consent is required as a result of its Revolving FacilityCommitment and/or Incremental Revolving Facility Commitment) and/or repay eachTerm Facility Outstandings of such Lender which gave rise to the need to obtainsuch Lender’s consent, in accordance with Clauses 11.1 (*Voluntary Cancellation*) and/or 12.1 (*Voluntary Prepayment*), *provided* that, unless the Commitments terminated, andOutstandings repaid, pursuant to this paragraph (b) are immediatelyreplaced in full at such time through the addition of new Lenders or theincrease of the Commitments and/or Outstandings of remaining lenders (who ineach case must specifically consent thereto), then in the case of any actionpursuant to this paragraph (b) the Instructing Group (determined both (x)before giving effect to the proposed action and (y) as if the Outstandings andCommitments being terminated (and not replaced) were not outstanding) shallspecifically consent thereto,

forthe avoidance of doubt, the Existing Borrower shall not have the right toreplace a Lender, terminate its Revolving Facility Commitment or repay itsOutstandings solely as a result of the exercise of such Lender’s rights (andthe withholding of any required consent by such Lender) pursuant toparagraph (b) of Clause 45.2 (*Consent*).

# **46.****                               THIRDPARTY RIGHTS**

### **(a)****                                 **Aperson which is not a party to this Agreement (a “**third party**”)shall have no right to enforce any of its provisions except that:

#### **(i)****                                   **thisshall not affect any right or remedy of a third party which it would have hadif the Contracts (Rights of Third Parties) Act 1999 had not come into effect;and

#### **(ii)****                               **eachof Clause 5.9 (*Exclusion of Liability*),Clause 18.2 (*Tax Indemnity*),Clause 19 (*Increased Costs*)and Clause 31.9(b) (*Exclusion ofLiability*) shall be enforceable by any third party referred to insuch clause as if such third party were a party to this Agreement.

### **(b)****                                 **Theparties to this Agreement may without the consent of any third party vary orrescind this Agreement.

# **47.****                               COUNTERPARTS**

ThisAgreement may be executed in any number of counterparts and all of suchcounterparts taken together shall be deemed to constitute one and the sameinstrument.

# **48.****                               GOVERNINGLAW**

ThisAgreement shall be governed by, and construed in accordance with, English Law.

198

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# **49.****                               JURISDICTION**

## **49.1****                        Courts ofEngland**

Eachof the parties to this Agreement irrevocably agrees for the benefit of each ofthe Finance Parties that the courts of England shall have exclusivejurisdiction to hear and determine any suit, action or proceedings, and tosettle any disputes, which may arise out of or in connection with thisAgreement (respectively “**Proceedings**”and “**Disputes**”) and, for suchpurposes, irrevocably submits to the jurisdiction of such courts.

## **49.2****                        Waiver**

Eachof the Obligors irrevocably waives any objection which it might now orhereafter have to Proceedings being brought or Disputes settled in the courtsof England and agrees not to claim that any such court is an inconvenient orinappropriate forum.

## **49.3****                        Service ofProcess**

Eachof the Obligors which is not incorporated in England agrees that the process bywhich any Proceedings are begun may be served on it by being delivered inconnection with any Proceedings in England, to Buhrmann UK Limited at Tameside Drive, Holford, Birmingham, WestMidlands B6 7AY or its registered office for the time being.  If the appointment of the person mentioned inthis Clause 49.3 ceases to be effective in respect of any of the Obligorsthe relevant Obligor shall immediately appoint a further person in England toaccept service of process on its behalf in England and, failing suchappointment within 15 days, the Agent shall be entitled to appoint suchperson by notice to the relevant Obligor. Nothing contained in this Agreementshall affect the right to serve process in any other manner permitted by Law.

## **49.4****                        Proceedingsin Other Jurisdictions**

Nothingin Clause 49.1 (*Courts of England*)shall (and shall not be construed so as to) limit the right of the FinanceParties or any of them to take Proceedings against any of the Obligors in anyother court of competent jurisdiction nor shall the taking of Proceedings inany one or more jurisdictions preclude the taking of Proceedings in any otherjurisdiction (whether concurrently or not) if and to the extent permitted byapplicable Law.

## **49.5****                        GeneralConsent**

Eachof the Obligors consents generally in respect of any Proceedings to the givingof any relief or the issue of any process in connection with such Proceedingsincluding the making, enforcement or execution against any property whatsoever(irrespective of its use or intended use) of any order or judgment which may bemade or given in such Proceedings.

## **49.6****                        Waiver ofImmunity**

Tothe extent that any Obligor may in any jurisdiction claim for itself or itsassets or revenues immunity from suit, execution, attachment (whether in aid ofexecution, before judgment or otherwise) or other legal process and to theextent that in any such jurisdiction there may be attributed to itself, itsassets or revenues such immunity (whether or not claimed), such Obligorirrevocably agrees not to claim, and irrevocably waives, such immunity to thefull extent permitted by the laws of such jurisdiction.

199

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## **49.7****                        Waiver ofJury Trial**

EACHOBLIGOR HEREBY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGALPROCEEDINGS ANYWHERE ARISING OUT OR RELATING TO THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY.

**This Agreement has been entered into on the datestated at the beginning of this Agreement.**

200

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**SIGNATORIES**
| **THE PARENT**                          | ** **            |
|-----------------------------------------|-----------------------|
| **as Parent and as Original Guarantor** |                  |
|                                    |                  |
| **EXECUTED as a DEED**                  | )                     |
| by C. BANGMA                            | )                     |
| for and on behalf of                    | )                     |
| **BUHRMANN N.V.**                       | )                     |
| Address:                                | Hoogoorddreef 62      |   |
|                                    | 1101 BE Amsterdam     |   |
|                                    | P.O. Box 23456        |   |
|                                    | 1100 DZ  Amsterdam    |   |
|                                    | The Netherlands       |   |
|                                    |                  |   |
| Fax:                                    | + 31 20 651 10 17     |   |
| Attention:                              | Mr K. Bangma          |   |
|                                    |                  |
|                                    |                  |
|                                    |                  |
| **THE BORROWER**                        |                  |
|                                    |                  |
| **EXECUTED as a DEED**                  | )                     |
| by C. BANGMA                            | )                     |
|                                    | (ATTORNEY IN FACT)    | ) |
| for and on behalf of                    | )                     |
| **BUHRMANN US INC.**                    | )                     |
| ** **                              |                  |
| Address:                                | 1 Environmental Way   |   |
|                                    | Broomfield,  Colorado |   |
|                                    | 80021-3416            |   |
|                                    | United States         |   |
|                                    |                  |   |
| Fax:                                    | 303 664 3604          |   |
| Attention:                              | Nan Wilson            |   |
|                                    |                  |   |
|                                         |                       |  |  |

 

201

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| **THE ORIGINAL GUARANTORS**     |                         |
|---------------------------------|------------------------------|
| ** **                      |                         |   |
| **EXECUTED as a DEED**          | )                            |
| by C. BANGMA                    | )                            |
|                            | (ATTORNEY IN FACT)           | ) |
| for and on behalf of            | )                            |
| **ASAP SOFTWARE EXPRESS, INC.** | )                            |
| ** **                      |                         |
| Address:                        | 850 Asbury Drive             |   |
|                            | Buffalo Grove                |   |
|                            | Illinois 60089               |   |
|                            | United States                |   |
|                            |                         |   |
| Fax:                            | +1 847 465 3277              |   |
| Attention:                      | Kim Stuart                   |   |
|                            |                         |   |
|                            |                         |   |
|                            |                         |   |
| **EXECUTED as a DEED**          | )                            |
| by C. BANGMA                    | )                            |
|                            |                         |
|                            | (ATTORNEY IN FACT)           | ) |
| for and on behalf of            | )                            |
| **BTOP  USA CORP.)**            |                         | ) |
| ** **                      |                         |   |
| Address:                        | Corporate Trust Center       |   |
|                            | 1209 Orange Street           |   |
|                            | Wilmington, DE 19801         |   |
|                            |                         |   |
|                            |                         |   |
|                            |                         |   |
| **EXECUTED as a DEED**          | )                            |
| by C. BANGMA                    | )                            |
|                            |                         |
|                            | (ATTORNEY IN FACT)           | ) |
| for and on behalf of            | )                            |
| **BTOPI HOLDING (U.S)**         | )                            |
| ** **                      |                         |
| Address:                        | Six Parkway North, Suite 400 |   |
|                            | Deerfield, IL 60015-2544     |   |
|                                 |                              |  |  |

 

202

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| **EXECUTED as a DEED**           | )                           |
|----------------------------------|-----------------------------|
| by C. BANGMA                     | )                           |
|                             |                        |
|                             | (ATTORNEY IN FACT)          | ) |
| for and on behalf of             | )                           |
| **BUHRMANN SWAPS, INC.**         | )                           |
| ** **                       |                        |
| Address:                         | 1 Environmental Way         |   |
|                             | Broomfield,  Colorado       |   |
|                             | 80021-3416                  |   |
|                             | United States               |   |
|                             |                        |   |
| Fax:                             | 303 664 3604                |   |
| Attention:                       | Nan Wilson                  |   |
|                             |                        |   |
|                             |                        |   |
|                             |                        |   |
| **EXECUTED as a DEED**           | )                           |
| by C. BANGMA                     | )                           |
|                             |                        |
|                             | (ATTORNEY IN FACT)          | ) |
| for and on behalf of             | )                           |
| **CORPORATE EXPRESS DOCUMENT**   | )                           |
| **& PRINT MANAGEMENT, INC.** | )                           |
| ** **                       |                        |
| Address:                         | 4205 South 96th Street |   |
|                             | Omaha                       |   |
|                             | NE 68127                    |   |
|                             |                        |   |
|                             |                        |   |
|                             |                        |   |
| **EXECUTED as a DEED**           | )                           |
| by C. BANGMA                     | )                           |
|                             | (ATTORNEY IN FACT)          | ) |
| for and on behalf of             | )                           |
| **CORPORATE EXPRESS OFFICE**     | )                           |
| **PRODUCTS, INC.**               | )                           |
| ** **                       |                        |
| Address:                         | 1 Environmental Way         |   |
|                             | Broomfield,  Colorado       |   |
|                             | 80021-3416                  |   |
|                             | United States               |   |
|                             |                        |   |
| Fax:                             | 303 664 3604                |   |
| Attention:                       | Nan Wilson                  |   |
|                                  |                             |  |  |

 

203

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| **EXECUTED as a DEED**           | )                     |
|----------------------------------|-----------------------|
| by C. BANGMA                     | )                     |
|                             |                  |
|                             | (ATTORNEY IN FACT)    | ) |
| for and on behalf of             | )                     |
| **CE PHILADELPHIA REAL ESTATE,** | )                     |
| **INC.**                         |                  | ) |
| Address:                         | 1 Environmental Way   |   |
|                             | Broomfield,  Colorado |   |
|                             | 80021-3416            |   |
|                             | United States         |   |
|                             |                  |   |
| Fax:                             | 303 664 3604          |   |
| Attention:                       | Nan Wilson            |   |
|                             |                  |   |
|                             |                  |   |
|                             |                  |   |
| **EXECUTED as a DEED**           | )                     |
| by C. BANGMA                     |                  | ) |
|                             |                  |
|                             | (ATTORNEY IN FACT)    | ) |
| for and on behalf of             | )                     |
| **CORPORATE EXPRESS**            | )                     |
| **PROMOTIONAL MARKETING, INC.**  | )                     |
| ** **                       |                  |
| Address:                         | 1400 North Price Road |   |
|                             | St. Louis             |   |
|                             | MO 63132              |   |
|                                  |                       |  |  |

 

204

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| **EXECUTED as a DEED**          | )                     |
|---------------------------------|-----------------------|
| by C. BANGMA                    | )                     |
|                            | (ATTORNEY IN FACT)    | ) |
| for and on behalf of            | )                     |
| **CORPORATE EXPRESS REAL**      | )                     |
| **ESTATE, INC.**                | )                     |
| ** **                      |                  |
| Address:                        | 1 Environmental Way   |   |
|                            | Broomfield,  Colorado |   |
|                            | 80021-3416            |   |
|                            | United States         |   |
|                            |                  |   |
| Fax:                            | 303 664 3604          |   |
| Attention:                      | Nan Wilson            |   |
|                            |                  |   |
|                            |                  |   |
|                            |                  |   |
| **EXECUTED as a DEED**          | )                     |
| by C. BANGMA                    | )                     |
|                            | (ATTORNEY IN FACT)    | ) |
| for and on behalf of            | )                     |
| **CORPORATE EXPRESS OF TEXAS,** | )                     |
| **INC.**                        |                  | ) |
| ** **                      |                  |   |
| Address:                        | 6400 Hollister Road   |   |
|                            | Houston               |   |
|                            | TX 77040              |   |
|                            |                  |   |
|                            |                  |   |
|                            |                  |   |
| **EXECUTED as a DEED**          | )                     |
| by C. BANGMA                    | )                     |
|                            | (ATTORNEY IN FACT)    | ) |
| for and on behalf of            | )                     |
| **CORPORATE EXPRESS, INC.**     | )                     |
| ** **                      |                  |
| Address:                        | 1 Environmental Way   |   |
|                            | Broomfield, Colorado  |   |
|                            | 80021-3416            |   |
|                            | United States         |   |
|                            |                  |   |
| Fax:                            | 303 664 3604          |   |
| Attention:                      | Nan Wilson            |   |
|                            |                  |   |
|                            |                  |   |
|                            |                  |   |
|                                 |                       |  |  |

 

205

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| **EXECUTED as a DEED**           | )                        |
|----------------------------------|--------------------------|
| by C. BANGMA                     | )                        |
|                             | (ATTORNEY IN FACT)       | ) |
| for and on behalf of             | )                        |
| **LICENSE TECHNOLOGIES GROUP,**  | )                        |
| **INC.**                         |                     |   |
| ** **                       |                     |   |
| Address:                         | 850 Ashbury Street       |   |
|                             | Buffalo Grove,  IL 60099 |   |
|                             |                     |   |
|                             |                     |   |
|                             |                     |   |
| **EXECUTED as a DEED**           | )                        |
| by C. BANGMA                     | )                        |
|                             | (ATTORNEY IN FACT)       | ) |
| for and on behalf of             | )                        |
| **MOORE LABELS, INC.**           | )                        |
| ** **                       |                     |
| Address:                         | 9909 West York St        |   |
|                             | Wichita, KS 67277        |   |
|                             |                     |   |
|                             |                     |   |
|                             |                     |   |
| **EXECUTED as a DEED**           | )                        |
| by C. BANGMA                     | )                        |
|                             | (AUTHORISED INDIVIDUAL)  | ) |
| for and on behalf of             | )                        |
| **BUHRMANN FINANCIERINGEN B.V.** | )                        |
| ** **                       |                     |
| Address:                         | Hoogoorddreef 62         |   |
|                             | 1101 BE  Amsterdam       |   |
|                             | P.O. Box 23456           |   |
|                             | 1100 DZ  Amsterdam       |   |
|                             | The Netherlands          |   |
|                             |                     |   |
| Fax:                             | + 31 20 651 10 17        |   |
| Attention:                       | Mr K. Bangma             |   |
|                                  |                          |  |  |

 

 

206

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| **EXECUTED as a DEED**   | )                 |   |
|--------------------------|-------------------|--------|
| by C. BANGMA             | )                 |   |
| (AUTHORISED  INDIVIDUAL) | )                 |   |
| for and on behalf of     | )                 |   |
| **BUHRMANN FINED B.V.**  | )                 |   |
| ** **               |              |   |
| Address:                 | Hoogoorddreef 62  |   |   |
|                     | 1101 BE Amsterdam |   |   |
|                     | P.O. Box 23456    |   |   |
|                     | 1100 DZ Amsterdam |   |   |
|                     | The Netherlands   |   |   |
|                     |              |   |   |
| Fax:                     | + 31 20 651 10 17 |   |   |
| Attention:               | Mr K. Bangma      |   |   |
|                     |              |   |
|                     |              |   |
|                     |              |   |
|                     |              |   |
| **EXECUTED as a DEED**   | )                 |   |
| by C. BANGMA             | )                 |   |
| (AUTHORISED  INDIVIDUAL) | )                 |   |
| for and on behalf of     | )                 |   |
| **BUHRMANN II B.V.**     | )                 |   |
| ** **               |              |   |
| Address:                 | Hoogoorddreef 62  |   |   |
|                     | 1101 BE Amsterdam |   |   |
|                     | P.O. Box 23456    |   |   |
|                     | 1100 DZ Amsterdam |   |   |
|                     | The Netherlands   |   |   |
|                     |              |   |   |
| Fax:                     | + 31 20 651 10 17 |   |   |
| Attention:               | Mr K. Bangma      |   |   |
|                          |                   |        |  |  |

207

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| **EXECUTED as a DEED**          | )                 |   |
|---------------------------------|-------------------|--------|
| by C. BANGMA                    | )                 |   |
| (AUTHORISED  INDIVIDUAL)        | )                 |   |
| for and on behalf of            | )                 |   |
| **BUHRMANN INTERNATIONAL B.V.** | )                 |   |
| ** **                      |              |   |
| Address:                        | Hoogoorddreef 62  |   |   |
|                            | 1101 BE Amsterdam |   |   |
|                            | P.O. Box 23456    |   |   |
|                            | 1100 DZ Amsterdam |   |   |
|                            | The Netherlands   |   |   |
|                            |              |   |   |
| Fax:                            | + 31 20 651 10 17 |   |   |
| Attention:                      | Mr K. Bangma      |   |   |
|                            |              |   |
|                            |              |   |
|                            |              |   |
|                            |              |   |
| **EXECUTED as a DEED**          | )                 |   |
| by C. BANGMA                    | )                 |   |
| (AUTHORISED  INDIVIDUAL)        | )                 |   |
| for and on behalf of            | )                 |   |
| **BUHRMANN NEDERLAND B.V.**     | )                 |   |
| ** **                      |              |   |
| Address:                        | Hoogoorddreef 62  |   |   |
|                            | 1101 BE Amsterdam |   |   |
|                            | P.O. Box 23456    |   |   |
|                            | 1100 DZ Amsterdam |   |   |
|                            | The Netherlands   |   |   |
|                            |              |   |   |
| Fax:                            | + 31 20 651 10 17 |   |   |
| Attention:                      | Mr K. Bangma      |   |   |

 

208

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| **EXECUTED as a DEED**              | )                 |       |
|-------------------------------------|-------------------|------------|
| by C. BANGMA                        | )                 |       |
| (AUTHORISED  INDIVIDUAL)            | )                 |       |
| for and on behalf of                | )                 |       |
| **BUHRMANN NEDERLAND HOLDING B.V.** | )                 | ** ** |
| ** **                          |              | ** ** |
| Address:                            | Hoogoorddreef 62  |       |   |
|                                | 1101 BE Amsterdam |       |   |
|                                | P.O. Box 23456    |       |   |
|                                | 1100 DZ Amsterdam |       |   |
|                                | The Netherlands   |       |   |
|                                |              |       |   |
| Fax:                                | + 31 20 651 10 17 |       |   |
| Attention:                          | Mr K. Bangma      |       |   |
|                                |              |       |
|                                |              |       |
|                                |              |       |
|                                |              |       |
|                                |              |       |
| **EXECUTED as a DEED**              | )                 |       |
| by C. BANGMA                        | )                 |       |
| (AUTHORISED  INDIVIDUAL)            | )                 |       |
| for and on behalf of                | )                 |       |
| **TETTERODE-NEDERLAND B.V.**        | )                 |       |
| ** **                          |              |       |
| Address:                            | Hoogoorddreef 62  |       |   |
|                                | 1101 BE Amsterdam |       |   |
|                                | P.O. Box 23456    |       |   |
|                                | 1100 DZ Amsterdam |       |   |
|                                | The Netherlands   |       |   |
|                                |              |       |   |
| Fax:                                | + 31 20 651 10 17 |       |   |
| Attention:                          | Mr K. Bangma      |       |   |

 

209

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| **EXECUTED as a DEED**                                      | )                     |       |
|-------------------------------------------------------------|-----------------------|------------|
| by C. BANGMA                                                | )                     |       |
| (AUTHORISED  INDIVIDUAL)                                    | )                     |       |
| for and on behalf of                                        | )                     |       |
| **VEENMAN B.V.**                                            | )                     |       |
| **(formerly known as Corporate Express**                    | )                     |       |
| **Document Automatisering B.V.)**                           | )                     |       |
| ** **                                                  |                  |       |
| Address:                                                    | Hoogoorddreef 62      |       |   |
|                                                        | 1101 BE Amsterdam     |       |   |
|                                                        | P.O. Box 23456        |       |   |
|                                                        | 1100 DZ Amsterdam     |       |   |
|                                                        | The Netherlands       |       |   |
|                                                        |                  |       |   |
| Fax:                                                        | + 31 20 651 10 17     |       |   |
| Attention:                                                  | Mr K. Bangma          |       |   |
|                                                        |                  |       |
|                                                        |                  |       |
|                                                        |                  |       |
|                                                        |                  |       |
| **EXECUTED as a DEED**                                      | )                     |       |
| by C. BANGMA                                                | )                     |       |
| (AUTHORISED  INDIVIDUAL)                                    | )                     |       |
| for and on behalf of                                        | )                     |       |
| **BUHRMANN OFFICE PRODUCTS**                                | )                     |       |
| **NEDERLAND B.V.**                                          | )                     |       |
| ** **                                                  |                  |       |
| Address:                                                    | Rondebettweg 102      |       |   |
|                                                        | 1329 BH Almere        |       |   |
|                                                        | The Netherlands       |       |   |
|                                                        |                  |       |   |
| Fax:                                                        | + 31 30 248 4104      |       |   |
| Attention:                                                  | Mr J. van der Veer    |       |   |
|                                                        |                  |       |
|                                                        |                  |       |
|                                                        |                  |       |
|                                                        |                  |       |
| **EXECUTED as a DEED**                                      | )                     |       |
| by C. BANGMA                                                | )                     |       |
| (ATTORNEY IN  FACT)                                         | )                     |       |
| for and on behalf of                                        | )                     |       |
| **BUHRMANN SHARED SERVICE CENTER N.V. (FORMERLY  KNOWN AS** |
| **BUHRMANN EUROPCENTER N.V.)**                              | )                     | ** ** |
| ** **                                                  |                  | ** ** |
| Address:                                                    | Bodemstraat 11, bus 1 |       |   |
|                                                        | 3830 Wellen           |       |   |
|                                                        | Belgium               |       |   |
|                                                        |                  |       |   |
| Fax:                                                        | +32 11 37 6044        |       |   |
| Attention:                                                  | Mr F. Maurissen       |       |   |

 

210

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| **EXECUTED as a DEED**                                                                                                                                                                                                                                                                                                                          | )                                                           | ** **                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|----------------------------|
| by C. BANGMA                                                                                                                                                                                                                                                                                                                                    | )                                                           |                       |
| (ATTORNEY IN  FACT)                                                                                                                                                                                                                                                                                                                             | )                                                           |                       |
| for and on behalf of                                                                                                                                                                                                                                                                                                                            | )                                                           |                       |
| **BUHRMANN LUXEMBOURG S.A.R.L.**                                                                                                                                                                                                                                                                                                                | )                                                           |                       |
| ** **                                                                                                                                                                                                                                                                                                                                      |                                                        |                       |
| Address:                                                                                                                                                                                                                                                                                                                                        | c/o Buhrmann Shared Service Center N.V. (formerly  known as |
|                                                                                                                                                                                                                                                                                                                                            | Buhrmann Europcenter N.V.)                                  |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | Bodemstraat 11                                              |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | bus 1                                                       |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | 3830 Wellen                                                 |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | Belgium                                                     |                       |   |
|                                                                                                                                                                                                                                                                                                                                            |                                                        |                       |   |
| Fax:                                                                                                                                                                                                                                                                                                                                            | +32 11 37 6044                                              |                       |   |
| Attention:                                                                                                                                                                                                                                                                                                                                      | Mr. F Maurissen                                             |                       |   |
|                                                                                                                                                                                                                                                                                                                                            |                                                        |                       |
| The provisions set out in Clause 49 (*Jurisdiction*) are hereby expressly  agreed to by

Buhrmann Luxembourg S.A.R.L. for the purposes, inter  alia, of Article 1 of the Protocol

annexed to the Convention on jurisdiction and  enforcement of judgments in civil and

commercial matters signed in Brussels on  27 September 1968. |
| * *                                                                                                                                                                                                                                                                                                                                        |                                                        |                       |
| * *                                                                                                                                                                                                                                                                                                                                        |                                                        | Date 23 December 2003 |
| * *                                                                                                                                                                                                                                                                                                                                        |                                                        |                       |
| * *                                                                                                                                                                                                                                                                                                                                        |                                                        |                       |
|                                                                                                                                                                                                                                                                                                                                            |                                                        |                       |
| For and on behalf of                                                                                                                                                                                                                                                                                                                            |                                                        |                       |
| **BUHRMANN LUXEMBOURG S.A.R.L.**                                                                                                                                                                                                                                                                                                                |                                                        |                       |
| By C BANGA                                                                                                                                                                                                                                                                                                                                      |                                                        |                       |
| (ATTORNEY IN  FACT)                                                                                                                                                                                                                                                                                                                             |                                                        |                       |
|                                                                                                                                                                                                                                                                                                                                            |                                                        |                       |
| Address:                                                                                                                                                                                                                                                                                                                                        | c/o Buhrmann Shared Service Center N.V. (formerly  known as |
|                                                                                                                                                                                                                                                                                                                                            | Buhrmann Europcenter N.V.)                                  |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | Bodemstraat 11                                              |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | bus 1                                                       |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | 3830 Wellen                                                 |                       |   |
|                                                                                                                                                                                                                                                                                                                                            | Belgium                                                     |                       |   |
|                                                                                                                                                                                                                                                                                                                                            |                                                        |                       |   |
| Fax:                                                                                                                                                                                                                                                                                                                                            | +32 11 37 6044                                              |                       |   |
| Attention:                                                                                                                                                                                                                                                                                                                                      | Mr. F Maurissen                                             |                       |   |

 

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| **THE ARRANGERS**           |                                  |   |
|-----------------------------|---------------------------------------|--------|
| ** **                  |                                  |   |
| **DEUTSCHE BANK AG LONDON** |                                  |   |
| ** **                  |                                  |   |
| By:                         | RICHARD MUNN                          |   |   |
|                        |                                  |   |   |
| By:                         | JASON BRUHL                           |   |   |
|                        |                                  |   |   |
| Address:                    | Winchester House                      |   |   |
|                        | 1 Great Winchester Street             |   |   |
|                        | London EC2N 2DB                       |   |   |
|                        |                                  |   |   |
| Fax:                        | +44 20 7547 1306                      |   |   |
| Attention:                  | David Ardron                          |   |   |
|                        |                                  |   |
|                        |                                  |   |
|                        |                                  |   |
|                        |                                  |   |
| **ABN AMRO BANK N.V.**      |                                  |   |
| ** **                  |                                  |   |
| By:                         | ERWIN DE JONG                         |   |   |
|                        |                                  |   |   |
| By:                         | Frank L.D. NIVARD                     |   |   |
|                        |                                  |   |   |
|                        |                                  |   |   |
| Address:                    | PO Box 283                            |   |   |
|                        | 1000 EA Amsterdam (PAC: KQ 6044)      |
|                        |                                  |   |   |
| Fax:                        | 31 20 383 1087                        |   |   |
| Email:                      | LOAN.SERVICING.CS.DESK@NL.ABNAMRO.COM |
| Attention:                  | Loan Servicing CS Desk                |   |   |
|                        |                                  |   |
|                        |                                  |   |
|                        |                                  |   |
|                        |                                  |   |
| **THE AGENT**               |                                  |   |
| ** **                  |                                  |   |
| **DEUTSCHE BANK AG LONDON** |                                  |   |
| ** **                  |                                  |   |
| By:                         | RICHARD MUNN                          |   |   |
|                        |                                  |   |   |
| By:                         | JASON BRUHL                           |   |   |
|                        |                                  |   |   |
|                        |                                  |   |   |
| Address:                    | Winchester House                      |   |   |
|                        | 1 Great Winchester Street             |   |   |
|                        | London EC2N 2DB                       |   |   |
|                        |                                  |   |   |
| Fax:                        | +44 20 7547 1306                      |   |   |
| Attention:                  | David Ardron                          |   |   |
|                             |                                       |        |  |  |  |

 

212

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| **THE SECURITY TRUSTEE**    |                      |   |
|-----------------------------|---------------------------|--------|
| ** **                  |                      |   |
| **EXECUTED as a DEED**      | )                         |   |
| by RICHARD MUNN and         | )                         |   |
| by JASON BRUHL              | )                         |   |
| for and on behalf of        | )                         |   |
| **DEUTSCHE BANK AG LONDON** | )                         |   |
| ** **                  |                      |   |
| Address:                    | Winchester House          |   |   |
|                        | 1 Great Winchester Street |   |   |
|                        | London EC2N 2DB           |   |   |
|                        |                      |   |   |
| Fax:                        | +44 20 7547 1306          |   |   |
| Attention:                  | David Ardron              |   |   |
|                        |                      |   |
|                        |                      |   |
|                        |                      |   |
|                        |                      |   |
| **THE LENDERS**             |                      |   |
| ** **                  |                      |   |
| **DEUTSCHE BANK AG LONDON** |                      |   |
| ** **                  |                      |   |
| By:                         | RICHARD MUNN              |   |   |
|                        |                      |   |   |
| By:                         | JASON BRUHL               |   |   |
|                        |                      |   |   |
| Address:                    | Winchester House          |   |   |
|                        | 1 Great Winchester Street |   |   |
|                        | London EC2N 2DB           |   |   |
|                        |                      |   |   |
| Fax:                        | +44 20 7547 1306          |   |   |
| Attention:                  | David Ardron              |   |   |
|                             |                           |        |  |  |

 

213

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| **ABN AMRO BANK N.V.** |                                   |   |
|------------------------|----------------------------------------|--------|
| ** **             |                                   |   |
| By:                    | ERWIN DE JONG                          |   |   |
|                   |                                   |   |   |
| By:                    | Frank L.D. NIVARD                      |   |   |
|                   |                                   |   |   |
| Address:               | PO Box 283                             |   |   |
|                   | 1000 EA Amsterdam (PAC: KQ 6044)       |
|                   |                                   |   |   |
| Fax:                   | 31 20 383 1087                         |   |   |
| Email:                 | LOAN.SERVICING.CS.DESK@NL.ABNAMRO.COM  |
| Attention:             | Loan Servicing CS Desk                 |   |   |
|                   |                                   |   |
|                   |                                   |   |
|                   |                                   |   |
|                   |                                   |   |
| **ING BANK N.V.**      |                                   |   |
| ** **             |                                   |   |
| By:                    | F.J.J. BOUMANS                         |   |   |
|                   |                                   |   |   |
| By:                    | K.M. OVERWATER                         |   |   |
|                   |                                   |   |   |
| Address:               | ING Bank Corporate Clients             |   |   |
|                   | Bijlmerplein 888                       |   |   |
|                   | 1102 MG Amsterdam/The Netherlands      |
|                   | PO Box 23496                           |   |   |
|                   | 1100 D2 Amsterdam/The Netherlands      |
|                   |                                   |   |   |
| Fax:                   | +31 20 652 3894                        |   |   |
| E-mail:                | corporate.clients.amsterdam@ingbank.nl |
| Attention:             | Mrs E.M. Klos-de Jong (Jacqueline)     |
|                        |                                        |        |  |  |

 

214

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| **FORTIS CAPITAL CORP.**                                       |                               |   |
|----------------------------------------------------------------|------------------------------------|--------|
| ** **                                                     |                               |   |
| By:                                                            | EDDIE MATTHEWS                     |   |   |
|                                                           |                               |   |   |
| By:                                                            | DOUGLAS RIAHI                      |   |   |
|                                                           |                               |   |   |
| Address:                                                       | 3 Stamford Plaza                   |   |   |
|                                                           | 301 Tresser Boulevard              |   |   |
|                                                           | 9th Floor                     |   |   |
|                                                           | Stamford, CT 06901-3239            |   |   |
|                                                           |                               |   |   |
| Fax:                                                           | +1 (203) 705 5890                  |   |   |
| Email:                                                         | Stephen.suo@fortiscapitalusa.com / |
|                                                           | John.OConnor@fortiscapitalusa.com  |
| Attention:                                                     | Stephen Suo / John O’Connor   |
|                                                           |                               |   |
|                                                           |                               |   |
|                                                           |                               |   |
|                                                           |                               |   |
| **COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK  B.A.** |
| ** **                                                     |                               |   |
| By:                                                            | C. DE VRIES                        |   |   |
|                                                           |                               |   |   |
| By:                                                            | H.E. VAN IMHOFF                    |   |   |
|                                                           |                               |   |   |
|                                                           | Croeselaan 18, 3521 CB             |   |   |
| Address:                                                       | Utrecht                            |   |   |
|                                                           |                               |   |   |
| Fax:                                                           | +31 30 216 2946                    |   |   |
| Email :                                                   | FM.NL.URECHT.AGENCY@RABOBANK.COM   |
| Attention:                                                     | Agency Desk Nederland              |   |   |
|                                                           |                               |   |
|                                                           |                               |   |
|                                                           |                               |   |
|                                                           |                               |   |
| **U.S. BANK, N.A.**                                            |                               |   |
| ** **                                                     |                               |   |
| By:                                                            | JACOB PAYNE                        |   |   |
|                                                           |                               |   |   |
| Address:                                                       | 555 Southwest Oak                  |   |   |
|                                                           | Portland, OR 97204                 |   |   |
|                                                           |                               |   |   |
| Fax:                                                           | 503 275 8181                       |   |   |
| Email:                                                         | Maryjosie.butalid@usbank.com       |
| Attention:                                                     | Josie Butalid                      |   |   |
|                                                                |                                    |        |  |  |  |

 

215

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| **THE BANK OF NEW YORK**            |                                    |   |
|-------------------------------------|-----------------------------------------|--------|
| ** **                          |                                    |   |
| By:                                 | ELIZABETH T. YING                       |   |   |
|                                |                                    |   |   |
| Address:                            | The Bank of New York                    |   |   |
|                                | One Wall St., 22nd Floor           |   |   |
|                                | New York, NY 10005                      |   |   |
|                                |                                    |   |   |
| Fax:                                | (212) 635-6399 or 6877                  |   |   |
| Attention:                          | Dawn Hertling                           |   |   |
|                                |                                    |   |   |
|                                |                                    |   |
|                                |                                    |   |
|                                |                                    |   |
| **SCOTIABANK EUROPE PLC**           |                                    |   |
| ** **                          |                                    |   |
| By:                                 | JAMIE STORROW                           |   |   |
|                                |                                    |   |   |
| Address:                            | Scotia House                            |   |   |
|                                | 33 Finsbury Square                      |   |   |
|                                | London EC2A 1BB                         |   |   |
|                                |                                    |   |   |
| Fax:                                | +44 (0) 20 7826 5617                    |   |   |
| Email:                              | lee_boden@scotiacapital.com             |
| Attention:                          | Lee Boden                               |   |   |
|                                |                                    |   |
|                                |                                    |   |
|                                |                                    |   |
|                                |                                    |   |
| **CREDIT INDUSTRIEL ET COMMERCIAL** |                                    |   |
| ** **                          |                                    |   |
| By:                                 | A DE GROMARD                            |   |   |
|                                |                                    |   |   |
| By:                                 | PIERRE LATROBE                          |   |   |
|                                |                                    |   |   |
| Address:                            | CIC — Centre Administratif DGC-CEF |
|                                | 95091 Cergy Pontoise Cedex              |   |   |
|                                | France                                  |   |   |
|                                |                                    |   |   |
| Fax:                                | +33 1 45 96 49 44                       |   |   |
| Email:                              | merardan@cic.fr                         |   |   |
| Attention:                          | Annick Merard                           |   |   |
|                                     |                                         |        |  |  |

 

216

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| **NATEXIS BANQUES POPULAIRES**                                 |                                       |   |
|----------------------------------------------------------------|--------------------------------------------|--------|
| ** **                                                     |                                       |   |
| By:                                                            | NICOLAS REGENT                             |   |   |
|                                                           |                                       |   |   |
| By:                                                            | ANNE ULRICH                                |   |   |
| Address:                                                       | 1251 Avenue of the Americas                |   |   |
|                                                           | 34th Floor                            |   |   |
|                                                           | New York, NY 10020                         |   |   |
|                                                           |                                       |   |   |
| Fax:                                                           | (212) 872-5160                             |   |   |
| Email:                                                         | connie.moy@nyc.nxbp.com                    |   |   |
| Attention:                                                     | Connie Moy                                 |   |   |
|                                                           |                                       |   |
|                                                           |                                       |   |
|                                                           |                                       |   |
|                                                           |                                       |   |
| **NATIONAL CITY BANK**                                         |                                       |   |
| ** **                                                     |                                       |   |
| By:                                                            | MICHAEL MOOSE                              |   |   |
|                                                           |                                       |   |   |
| Address:                                                       | 1900 E 9th Street                     |   |   |
|                                                           | Cleveland, Ohio 44114                      |   |   |
|                                                           |                                       |   |   |
| Fax:                                                           | +(1) 216 222 0003                          |   |   |
| Attention:                                                     | David Gregory                              |   |   |
|                                                           |                                       |   |
|                                                           |                                       |   |
|                                                           |                                       |   |
|                                                           |                                       |   |
| **RAIFFEISEN ZENTRALBANK ÖSTERREICH  AKTIENGESELLSCHAFT** |
| ** **                                                     |                                       |   |
| By:                                                            | BARBARA ERICSON-PEICHL                     |
|                                                           |                                       |   |   |
| By:                                                            | BRIGITTE SCHUSTER                          |   |   |
|                                                           |                                       |   |   |
| Address:                                                       | Am Stadtpark 9                             |   |   |
|                                                           | A-1030 Vienna                              |   |   |
|                                                           |                                       |   |   |
| Fax:                                                           | +43 1 71707 76 1558 (Ms. Stift)            |
|                                                           | +43 1 71707 76 1219 (Ms. Fabian)           |
| Email:                                                         | margit.stift@rzb.at/angelika.fabian@rzb.at |
| Attention:                                                     | Ms. Margit Stift / Ms. Angelika Fabian     |
|                                                                |                                            |        |  |  |  |

 

217

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| **BANQUE LB LUX S.A.**                           |                       |   |
|--------------------------------------------------|----------------------------|--------|
| ** **                                       |                       |   |
| By:                                              | HERBERT WEYNAND            |   |   |
|                                             |                       |   |   |
| By:                                              | KERSTIN FRANZEN            |   |   |
|                                             |                       |   |   |
| Address:                                         | 3, rue Jean Monnet         |   |   |
|                                             | L-2180 Luxembourg          |   |   |
|                                             |                       |   |   |
| Fax:                                             | 00 352 42434 3397          |   |   |
| Email:                                           | alain/wenner@lblux.lu/     |   |   |
|                                             | norma.plath@lblux.lu       |   |   |
| Attention:                                       | Alain Wenner / Norma Plath |   |   |
|                                             |                       |   |
|                                             |                       |   |
|                                             |                       |   |
|                                             |                       |   |
| **NATIONAL BANK OF EGYPT INTERNATIONAL LIMITED** |
| ** **                                       |                       |   |
| By:                                              | MARGARET BULL              |   |   |
|                                             |                       |   |   |
| By:                                              | AHMED A. MAKSOUD           |   |   |
|                                             |                       |   |   |
| Address:                                         | Credit Department          |   |   |
|                                             | Trafalgar House            |   |   |
|                                             | 11 Waterloo Place          |   |   |
|                                             | London SW1Y 4AU            |   |   |
|                                             |                       |   |   |
| Fax:                                             | +44 (0) 20 7839 5311       |   |   |
| Attention                                        | Ms M Bull                  |   |   |
|                                             |                       |   |
|                                             |                       |   |
|                                             |                       |   |
|                                             |                       |   |
| **BANK OF MONTREAL**                             |                       |   |
| ** **                                       |                       |   |
| By:                                              | BRIAN L BANKE              |   |   |
|                                             |                       |   |   |
| Address:                                         | 115 South LaSalle Street   |   |   |
|                                             | Chicago, IL 60603          |   |   |
|                                             |                       |   |   |
| Fax:                                             | 312 750 6061               |   |   |
| Email:                                           | alicia.garcia@bmo.com      |   |   |
| Attention:                                       | Alicia Garcia              |   |   |
|                                                  |                            |        |  |  |  |

 

218

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| **L/C BANK**                |                      |   |
|-----------------------------|---------------------------|--------|
| ** **                  |                      |   |
| **DEUTSCHE BANK AG LONDON** |                      |   |
| ** **                  |                      |   |
| By:                         | RICHARD MUNN              |   |   |
|                        |                      |   |   |
| By:                         | JASON BRUHL               |   |   |
|                        |                      |   |   |
| Address:                    | Winchester House          |   |   |
|                        | 1 Great Winchester Street |   |   |
|                        | London EC2N 2DB           |   |   |
|                        |                      |   |   |
| Fax:                        | +44 20 7547 1306          |   |   |
| Attention:                  | David Ardron              |   |   |

 

219

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