**Exhibit 4.19**

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

 

**23 December 2003**

 

**€730,000,000**

**SENIORFACILITIES AGREEMENT**

 

Between**BUHRMANN N.V.**as Parent

 

**BUHRMANNUS INC.**as Borrower

 

**THEORIGINAL GUARANTORS NAMED HEREIN**as Original Guarantors

 

**DEUTSCHEBANK AG LONDONABN AMRO BANK N.V.**as Arrangers

 

**DEUTSCHEBANK AG LONDON**as Agent

 

**DEUTSCHEBANK AG LONDON**as Security Trustee

 

and

 

**THELENDERS**

 

London

 

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**TABLEOF CONTENTS**

 
| 1.     | DEFINITIONS AND INTERPRETATION                              |   |
|--------|-------------------------------------------------------------|--------|
|   |                                                        |   |
| 2.     | THE  FACILITIES                                             |   |
|   |                                                        |   |
| 3.     | CONDITIONS                                                  |   |
|   |                                                        |   |
| 4.     | UTILISATION                                                 |   |
|   |                                                        |   |
| 5.     | DOCUMENTARY CREDITS                                         |   |
|   |                                                        |   |
| 6.     | SWINGLINE FACILITIES                                        |   |
|   |                                                        |   |
| 7.     | UNCOMMITTED INCREMENTAL FACILITIES                          |   |
|   |                                                        |   |
| 8.     | OPTIONAL CURRENCIES                                         |   |
|   |                                                        |   |
| 9.     | REPAYMENT OF REVOLVING AND SWINGLINE  FACILITY OUTSTANDINGS |   |
|   |                                                        |   |
| 10.    | REPAYMENT OF TERM FACILITY OUTSTANDINGS                     |   |
|   |                                                        |   |
| 11.    | CANCELLATION                                                |   |
|   |                                                        |   |
| 12.    | VOLUNTARY PREPAYMENT                                        |   |
|   |                                                        |   |
| 13.    | MANDATORY PREPAYMENT                                        |   |
|   |                                                        |   |
| 14.    | INTEREST ON REVOLVING AND SWINGLINE  FACILITY ADVANCES      |   |
|   |                                                        |   |
| 15.    | INTEREST ON TERM FACILITY ADVANCES                          |   |
|   |                                                        |   |
| 16.    | MARKET DISRUPTION AND ALTERNATIVE INTEREST  RATES           |   |
|   |                                                        |   |
| 17.    | COMMISSIONS AND FEES                                        |   |
|   |                                                        |   |
| 18.    | TAXES                                                       |   |
|   |                                                        |   |
| 19.    | INCREASED COSTS                                             |   |
|   |                                                        |   |
| 20.    | ILLEGALITY                                                  |   |
|   |                                                        |   |
| 21.    | REPLACEMENT AND MITIGATION                                  |   |
|   |                                                        |   |
| 22.    | REPRESENTATIONS AND WARRANTIES                              |   |
|   |                                                        |   |
| 23.    | INFORMATION UNDERTAKING                                     |   |
|   |                                                        |   |
| 24.    | FINANCIAL CONDITION                                         |   |
|   |                                                        |   |
| 25.    | POSITIVE UNDERTAKINGS                                       |   |
|   |                                                        |   |
| 26.    | NEGATIVE UNDERTAKINGS                                       |   |
|   |                                                        |   |
| 27.    | ACCESSION OF NEW GUARANTORS                                 |   |
|   |                                                        |   |
| 28.    | EVENTS  OF DEFAULT                                          |   |
|   |                                                        |   |
| 29.    | DEFAULT  INTEREST                                           |   |
|   |                                                        |   |
| 30.    | GUARANTEE AND INDEMNITY                                     |   |
|   |                                                        |   |
| 31.    | AGENT AND OBLIGORS’ AGENT                              |   |
|   |                                                        |   |
| 32.    | SECURITY  TRUSTEE                                           |   |

 

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| 33.                                      | BORROWER’S INDEMNITIES                                                    |   |
|------------------------------------------|--------------------------------------------------------------------------------|--------|
|                                     |                                                                           |   |
| 34.                                      | CURRENCY OF ACCOUNT                                                            |   |
|                                     |                                                                           |   |
| 35.                                      | PAYMENTS                                                                       |   |
|                                     |                                                                           |   |
| 36.                                      | SET-OFF                                                                        |   |
|                                     |                                                                           |   |
| 37.                                      | SHARING AMONG THE FINANCE PARTIES                                              |   |
|                                     |                                                                           |   |
| 38.                                      | CALCULATIONS AND ACCOUNTS                                                      |   |
|                                     |                                                                           |   |
| 39.                                      | ASSIGNMENTS AND TRANSFERS                                                      |   |
|                                     |                                                                           |   |
| 40.                                      | COSTS AND EXPENSES                                                             |   |
|                                     |                                                                           |   |
| 41.                                      | REMEDIES AND WAIVERS                                                           |   |
|                                     |                                                                           |   |
| 42.                                      | NOTICES AND DELIVERY OF INFORMATION                                            |   |
|                                     |                                                                           |   |
| 43.                                      | ENGLISH  LANGUAGE                                                              |   |
|                                     |                                                                           |   |
| 44.                                      | PARTIAL INVALIDITY                                                             |   |
|                                     |                                                                           |   |
| 45.                                      | AMENDMENTS                                                                     |   |
|                                     |                                                                           |   |
| 46.                                      | THIRD PARTY RIGHTS                                                             |   |
|                                     |                                                                           |   |
| 47.                                      | COUNTERPARTS                                                                   |   |
|                                     |                                                                           |   |
| 48.                                      | GOVERNING  LAW                                                                 |   |
|                                     |                                                                           |   |
| 49.                                      | JURISDICTION                                                                   |   |
|                                     |                                                                           |   |
|                                     | PART I - LENDERS AND COMMITMENTS                                               |   |
|                                     | PART II - ORIGINAL GUARANTORS                                                  |   |
|                                     |                                                                           |   |
| SCHEDULE  2 FORM OF TRANSFER CERTIFICATE |                                                                           |
|                                     |                                                                           |   |
| SCHEDULE  3                              |                                                                           |
|                                     | PART I - CONDITIONS PRECEDENT TO FIRST  UTILISATION                            |   |
|                                     | PART II - FORM OF CERTIFICATE OF OBLIGOR                                       |   |
|                                     | PART III - SECURITY DOCUMENTS                                                  |   |
|                                     | PART IV - CONDITIONS SUBSEQUENT DOCUMENTS                                      |   |
|                                     | PART I - FORM OF UTILISATION REQUEST (TERM  FACILITIES AND REVOLVING FACILITY) |   |
|                                     | PART II - FORM OF UTILISATION REQUEST  (SWINGLINE FACILITY)                    |   |
|                                     | PART III - FORM OF INCREMENTAL TERM  FACILITY COMMITMENT AGREEMENT             |   |
|                                     | PART IV - FORM OF INCREMENTAL REVOLVING  FACILITY COMMITMENT AGREEMENT         |   |
|                                     |                                                                           |   |
| SCHEDULE 5 SECURITY TRUSTEE PROVISIONS   |                                                                           |
|                                     | PART I - SUPPLEMENTARY SECURITY TRUSTEE  PROVISIONS                            |   |
|                                     | PART II - APPOINTMENT AND RETIREMENT OF  SECURITY TRUSTEE                      |   |
|                                     |                                                                           |   |
| SCHEDULE 6 ASSOCIATED COSTS RATE         |                                                                           |
|                                     | PART I - FORM OF ACCESSION NOTICE                                              |   |
|                                     | PART II - ACCESSION DOCUMENTS                                                  |   |
|                                     | PART I - FORM OF AUDITORS’ CONFIRMATION                                   |   |
|                                     | PART II - FORM OF DIRECTORS’ COMPLIANCE  CERTIFICATE                      |   |
|                                     |                                                                           |   |
| SCHEDULE 9  GROUP STRUCTURE              |                                                                           |

 

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| 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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**THISAGREEMENT** is dated 23 December 2003 and made between:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

# **1.**                                      DEFINITIONS AND INTERPRETATION

 

## **1.1**                               Definitions

 

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

 

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

 

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

 

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

 

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

 

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

 

“**Additional C1 Facility Advance**” means anadvance (as from time to time reduced by repayment) made or to be made by theC1 Facility Lenders under the Additional C1 Facility.

 

“**Additional C1 Facility Commitment**”****means, in relation to a C1 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 of Schedule 1 (*Lenders and Commitments*) or as specified in the TransferCertificate pursuant to which such Lender becomes a party to this Agreement.

 

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

 

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“**Additional C2 Facility Advance**” means an advance(as from time to time reduced by repayment) made or to be made by the C2Facility Lenders under the Additional C2 Facility.

 

“**Additional C2 Facility Commitment**”****means, in relation to a C2 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 of Schedule 1 (*Lenders and Commitments*) or as specified in the TransferCertificate pursuant to which such Lender becomes a party to this Agreement.

 

“**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 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 B1 Facility Advance, a B2 Facility Advance, a C1 FacilityAdvance, a C2 Facility Advance, a Swingline Facility Advance or an IncrementalTerm Facility Advance as the context may require.

 

“**A Facility**”****means the term loan facility granted to the Borrower pursuantto 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 ofTerm 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

 

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

 

“**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 of Schedule 1 (*Lenders and Commitments*); or

 

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

 

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

 

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

 

“**A Facility Outstandings**”****means, at any time, the 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 for theelection 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 11a.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.

 

“**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.

 

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“**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 Default orEvent of Default exists on the respective Excess Cash Flow Payment Date, 50 percent. where the Consolidated Leverage Ratio on the last day of the respectiveExcess Cash Flow Payment Period is equal to or greater than 2.50:1.00 and zerowhere the Consolidated Leverage Ratio on the last day of the respective ExcessCash Flow Payment Period is less than 2.50:1.00.

 

“**Applicable****Margin**” means:

 

**(a)****                                 **withrespect to the A Facility, the C Facilities and the Revolving Facility, the AFacility Margin, the C Facilities Margin and the Revolving Facility Margin,respectively.  From and after each day ofdelivery of any certificate delivered in accordance with the following sentenceindicating an entitlement to a different margin than the A Facility Margin, theC 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  C Facilities** |
|------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|-----------------------------------------|
| Greater than 3.50:1.00                                     |       | 2.500 per cent.                                                                                   |       | 1.500 per cent.                                                |       | 2.50 per cent                           |
| Greater than 3.00:1.00 but less than or equal to 3.50:1.00 |       | 2.250 per cent.                                                                                   |       | 1.250 per cent.                                                |       | 2.50 per cent                           |
| Greater than 2.50:1:00 but less than or equal to 3.00:1.00 |       | 2.000 per cent.                                                                                   |       | 1.000 per cent.                                                |       | 2.25 per cent                           |
| Greater than 2.00:1.00 but less than or equal to 2.50:1.00 |       | 1.750 per cent.                                                                                   |       | 0.750 per cent                                                 |       | 2.25 per cent                           |
| Less than or equal to 2.00:1.00                            |       | 1.500 per cent.                                                                                   |       | 0.500 per cent.                                                |       | 2.25 per cent                           |

 

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

 

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with the following sentences).  The Applicable Margins so determined shallapply, except as set forth in the succeeding sentence, from the Start Date tothe earlier of (i) the date on which the next certificate is delivered to theAgent, (ii) the date which is 50 days following the last day of the Test Periodin which the previous Start Date occurred (the “**End Date**”), at which time, if no certificate has beendelivered to the Agent indicating an entitlement to an Applicable Margin otherthan those described in the first sentence of this paragraph (a) (and thuscommencing a new Start Date), the Applicable Margins shall be the A FacilityMargin, the C Facilities Margin and the Revolving Facility Margin (asapplicable); and

 

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

 

“**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 ownshare capital) of the Parent or such Subsidiary other than (a) sales, transfersor other dispositions of inventory made in the ordinary course of business, (b)sales, transfers or other dispositions of assets pursuant to paragraphs (c)(i)(*obsolete equipment*), (f) (*inventory*), (g) (*overdue receivables*) and (h) (*condemned property*) of Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*), (c) sales or liquidations of Cash Equivalents, (d) sales ofReceivables Facility Assets pursuant to any Permitted Receivables Transaction,(e) operating leases or subleases of any property by the Parent and itsSubsidiaries in the ordinary course of business, (f) the licensing ofintellectual property in the ordinary course of business, (g) any Sale In Lieuof Liquidation and (h) any single sale of assets (or series of related sales ofassets) which generates Net Sale Proceeds of less than €250,000 (or itsequivalent 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 theBorrower to deliver such notices pursuant to this Agreement and that has orhave 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 theBorrower or the Parent and (iii) any other matter in

 

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

 

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

 

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

 

**(b)**                                  in thecase of any proposed Advance, the Euro Amount of any Additional C1 FacilityAdvance which, pursuant to any other Utilisation Request is to be made on orbefore the proposed Utilisation Date,

 

less the EuroAmount of its share of the Additional C1 Facility Advances made under thisAgreement, provided always that such amount shall not be less than zero.

 

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

 

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

 

**(b)**                                  in thecase of any proposed Advance, the Euro Amount of any Additional C2 FacilityAdvance which, pursuant to any other Utilisation Request is to be made on orbefore the proposed Utilisation Date,

 

less the EuroAmount of its share of the Additional C2 Facility Advances made under thisAgreement, provided always that such amount shall not be less than zero.

 

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

 

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

 

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

 

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

 

“**Available B1 Facility Commitment**”****means, in relation to a B1 FacilityLender, at any time and save as otherwise provided in this Agreement, its B1Facility Commitment at such time adjusted to take account of:

 

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

 

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

 

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

 

“**Available B2 Facility Commitment**”****means, in relation to a B2 FacilityLender, at any time and save as otherwise provided in this Agreement, its B2Facility Commitment at such time adjusted to take account of:

 

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

 

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

 

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

 

 “**Available Commitment**”****means,in relation to a Lender, the aggregate amount of its Available RevolvingFacility Commitment, its Available Term Facility Commitments and, subject toClause 7 (*Uncommitted Incremental Facilities*)and the relevant Incremental Facility Commitment Agreement, its AvailableIncremental Term Facility Commitment or, in the context of a particularFacility, its Available A Facility Commitment, its Available B1 FacilityCommitment, its Available B2 Facility Commitment, its Available Additional C1Facility Commitment, its Available Additional C2 Facility Commitment, itsAvailable Revolving Facility Commitment, its Available Swingline Facility Commitment orits Available Incremental Term Facility Commitment, as the context may require.

 

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

 

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

 

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

 

**(b)**                                  in thecase of any proposed Advance, the Euro Amount of any Incremental Term FacilityAdvance which, pursuant to any other Incremental Term Facility CommitmentAgreement is to be made on or before the proposed Utilisation Date,

 

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

 

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

 

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

 

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

 

**(a)**                                  anycancellation or reduction of it or any transfer by such Revolving FacilityLender or any transfer to it, in each case, pursuant to the terms of thisAgreement; and

 

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

 

less the EuroAmount of its participation in the Swingline Facility Outstandings and theRevolving Facility Outstandings at such time provided always that such amountshall not be less than zero.

 

“**Available SwinglineFacility**”****means, at anytime, the aggregate amount of 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, theEuro Amount of (A) any Swingline Facility Advance which pursuant to any otherUtilisation Request is to be made and (B) any Swingline Facility Advance whichis due to be repaid, in each case, on or before the proposed Utilisation Date,

 

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

 

provided alwaysthat 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 B1Facility Commitment, its Available B2 Facility Commitment, its AvailableAdditional C1 Facility Commitment and its Available Additional C2 FacilityCommitment.

 

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

 

“**B Facilities**” means the B1 Facility and theB2 Facility and “**B Facility**” meansany of them as the context may require from time to time.

 

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

 

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

 

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

 

“**B Facility Outstandings**” means the B1Facility Outstandings and the B2 Facility Outstandings.

 

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

 

“**B1 Facility Advance**”****means an advance (as from time to timereduced by repayment) made or to be made by the B1 Facility Lenders under theB1 Facility or arising in respect of the B1 Facility under Clause 15.3 (*Division of Term Facility Advances*).

 

“**B1 Facility Commitment**”****means, in relation to a B1 Facility 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 of Schedule 1 (*Lenders and Commitments*) or as specified in the TransferCertificate pursuant to which such Lender becomes a party to this Agreement.

 

“**B1 FacilityConversion**” has the meaning ascribed to that term in Clause2.1(f)(i) (*The Facilities*).

 

“**B1 Facility Lender**”****means a person which:

 

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

 

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

 

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

 

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

 

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

 

“**B2 Facility Advance**”****means an advance (as from time to timereduced by repayment) made or to be made by the B2 Facility Lenders under theB2 Facility or arising in respect of the B2 Facility under Clause 15.3 (*Division of Term Facility Advances*).

 

“**B2 Facility Commitment**”****means, in relation to a B2 Facility 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 of Schedule 1 (*Lenders and Commitments*) or as specified in the TransferCertificate pursuant to which such Lender becomes a party to this Agreement.

 

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“**B2 Facility Conversion**” has the meaningascribed to that term in Clause 2.1(g)(i) (*TheFacilities*).

 

“**B2 Facility Lender**”****means a person which:

 

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

 

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

 

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

 

“**B2 Facility Outstandings**” means, at anytime, the aggregate principal amount of the B2 Facility Advances outstanding underthis Agreement.

 

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

 

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

 

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

 

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

 

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

 

exceeds:

 

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

 

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

 

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

 

**(ii)**                                anOptional Currency, banks generally are open for business in the principalfinancial centre of the country of such Optional Currency.

 

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“**C Facilities**” means the C1 Facility and theC2 Facility and “**C Facility**” meansany of them as the context may require from time to time.

 

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

 

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

 

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

 

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

 

“**C Facility Outstandings**” means the C1Facility Outstandings and the C2 Facility Outstandings.

 

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

 

“**C1 Facility Advance**”****means any Converted C1 Facility Advance orAdditional C1 Facility Advance (and, for the avoidance of doubt, shall includethe consolidated C1 Facility Advance pursuant to the simultaneous conversion ofB1 Facility Advances and incurrence of Additional C1 Facility Advances on theSecond Amendment Effective Date) or any advance arising in respect of the C1Facility under Clause 15.3 (*Division of Term FacilityAdvances*), in each case as from time to time reduced by repayment.

 

“**C1 Facility Lender**”****means a person which:

 

**(a)**                                  is a Consenting B1 Facility Lender; or

 

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

 

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

 

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

 

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

 

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

 

“**C2 Facility Advance**”****means any Converted C2 Facility Advance orAdditional C2 Facility Advance (and, for the avoidance of doubt, shall includethe consolidated C2 Facility Advance pursuant to the simultaneous conversion ofB2 Facility Advances and incurrence of Additional C2 Facility Advances on theSecond Amendment Effective Date) or any advance arising in respect of the C2Facility under Clause 15.3 (*Division of Term FacilityAdvances*), in each case as from time to time reduced by repayment.

 

“**C2 Facility Lender**”****means a person which:

 

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**(a)**                                  is a Consenting B2 Facility Lender; or

 

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

 

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

 

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

 

“**C2 Facility Outstandings**” means, at anytime, the aggregate principal amount of the C2 Facility Advances outstandingunder this Agreement.

 

“**Capital****Expenditures**”means, with respect to any person, all expenditures 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)**                      securitiesissued or directly fully guaranteed or insured by the governments of the UnitedStates, The Netherlands, the United Kingdom, France, Switzerland, Germany orAustralia or any agency or instrumentality thereof (provided that the fullfaith and credit of the respective such government is pledged in supportthereof) having maturities of not more than six months from the date ofacquisition;

 

**(c)**                      certificatesof deposit and time deposits with maturities of six months or less from thedate of acquisition, bankers’ acceptances with maturities not exceeding sixmonths and overnight bank deposits, in each case with any commercial bankincorporated in the United States or commercial bank of a foreign countryrecognised by the United States, in each case having capital and surplus inexcess of €500,000,000 (or the foreign currency equivalent thereof) and hasoutstanding debt which is rated “A” (or similar equivalent thereof) or higherby at least one nationally recognised statistical rating organisation (asdefined under Rule 436 under the Securities Act) or any money-market fundsponsored by a registered broker dealer or mutual fund distributor;

 

**(d)**                      repurchaseobligations with a term of not more than seven days for underlying securitiesof the types described in (b) and (c) above entered into with any financialinstitution meeting the qualifications specified in (c) above; and

 

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

 

Furthermore, withrespect to Subsidiaries of the Parent which are not organised in one or moreQualified 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.

 

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

 

“**CEAL Exception Conditions**” means, inrelation to the CEAL Group at any time:

 

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

 

(b)                                 nomember of the CEAL Group has incurred any Indebtedness which directly orindirectly guarantees or supports any obligation of the Group (other thanmembers of the CEAL Group).

 

“**CEAL Group**” means CEAL and its Subsidiaries.

 

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

 

“**Change of Control**” means:

 

**(a)**                      anyperson or “group” (within the meaning of Sections 13(d) and 14(d) under theSecurities Exchange Act, as in effect on the Effective Date), other than as aresult of the ownership of Parent Preference Shares A and Parent PreferenceShares B by the respective Permitted Holders thereof, shall (i) have acquiredbeneficial ownership of 35 per cent. or more on a fully diluted basis of thevoting and/or economic interest in the Parent’s share capital or (ii) obtainedthe power (whether or not exercised) to elect a majority of the Parent’sdirectors;

 

**(b)**                      theboard of directors of the Parent shall cease to consist of a majority ofContinuing Directors;

 

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

 

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

 

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“**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.  Sectionreferences to the Code are to the Code, as in effect as at the Effective Dateand any subsequent provisions of the Code, amendatory thereof, supplementalthereto 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 B1 Facility Commitment, B2 Facility Commitment, its Additional C1 FacilityCommitment, its Additional C2 Facility Commitment, its Revolving FacilityCommitment, its Swingline Facility Commitment and/or, subject to Clause 7 (*Uncommitted Incremental Facilities*) itsIncremental Revolving Facility Commitment and/or its Incremental Term FacilityCommitment, as the context may require.

 

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

 

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

 

“**Consenting B Facility Lender**” means aConsenting B1 Facility Lender or a Consenting B2 Facility Lender, as thecontext may require, and “**Consenting BFacility Lenders**” means all of them.

 

“**Consenting B1 Facility Lender**” means a B1Facility Lender that has executed and delivered the Second Amendment Deed (orthat has authorised the Agent to execute and deliver the Second Amendment Deedon its behalf) on or before the Second Amendment Effective Date.

 

“**Consenting B2 Facility Lender**” means a B2Facility Lender that has executed and delivered the Second Amendment Deed (orthat has authorised the Agent to execute and deliver the Second Amendment Deedon its behalf) on or before the Second Amendment Effective Date.

 

“**Consolidated****Current****Assets**”means, at any time, the current assets of the Parent and its 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 current portionof 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 Indebtedness constitutingCapitalised Lease Obligations.

 

“**Consolidated EBITDA**” means, for anyapplicable computation period, Consolidated Net Income for such period fromcontinuing operations, notwithstanding that same may not

 

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constitutecontinuing operations plus, in each case to the extent deducted in determiningConsolidated Net Income for such period, (a) taxes accrued during such period,plus (b) interest expense accrued during such period, plus (c) amortisation anddepreciation expenses for such period.  Such calculationshall exclude the effect on such Consolidated Net Income of:

 

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

 

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

 

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

 

(iv)                              anynon-cash pre-acquisition write-offs or similar charges incurred by a personacquired pursuant to a Permitted Acquisition that as the result of a pooling ofinterest are included in the Parent’s consolidated financial statements for theperiod;

 

(v)                                 anynon-cash write-offs or similar non-cash charges which are recorded following aPermitted Acquisition in the Parent’s consolidated financial statements withrespect to an acquired person’s assets to the extent such amounts wereaccounted for in the first twelve months following the date such acquisitionwas consummated;

 

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

 

(vii)                           anyprofits (or adding back losses) attributable to minority interests in theGroup;

 

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

 

(ix)                                one-timecharges (including, without limitation, restructuring charges and any upfrontfees related to these Facilities, the refinancing of the Senior SubordinatedNotes and the issue of the Senior Subordinated Convertible Bonds) occurringduring such period to the extent not already included above; and

 

(x)                                   forthe fiscal year ended 31 December 2003 only any cash extraordinary and/orexceptional gains or losses,

 

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

 

“**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 the definitionthereof and which was deducted in arriving at Consolidated Net Income (and notalready added back in determining Consolidated EBITDA) for such period.

 

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“**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 thanCapital Expenditures to the extent made pursuant to Clause 24.1(b) (*Capital Expenditures*)), (iv) all Dividends(excluding dividends paid-in-kind through the issuance of additional shares 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 and (ii) obligations under any Hedging Agreements and OtherHedging Agreements or other similar types of agreements) on a consolidatedbasis as determined in accordance with GAAP, provided that notwithstanding anycontrary treatment pursuant to GAAP, (a) the aggregate amount of guarantees orletters of credit issued in support of Indebtedness of persons which are notSubsidiaries of the Parent shall at all times be included as a component ofConsolidated Indebtedness and (b) the amount of Permitted ReceivablesTransaction Outstandings at any time shall be included as a component ofConsolidated Indebtedness.

 

“**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, the total consolidated interest expense of the Parent and itsConsolidated Subsidiaries for such period plus, without duplication, thatportion of Capitalised Lease Obligations of the Parent and its ConsolidatedSubsidiaries representing the interest factor for such period excluding (to theextent included in total consolidated interest expense) upfront fees relatingto these Facilities or the refinancing of the Senior Subordinated Notes.** **Notwithstandinganything to the contrary contained above, to the extent Consolidated InterestExpense for any period does not already include all Receivables FacilityFinancing Costs for such period, the amount of such Receivables FacilityFinancing Costs shall be added to (and form part of) Consolidated InterestExpense.  Notwithstanding anything to thecontrary 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 as calculatedabove.

 

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

 

“**Consolidated Leverage Ratio**” means, on anydate, the ratio of (i) Consolidated Indebtedness on such date to (ii)Consolidated EBITDA for the period of four consecutive fiscal quarters mostrecently ended on or prior to such date, in each case taken as one accountingperiod, provided that (x) to the extent any €5 Million Permitted Acquisition orany €5 Million Asset Sale (for purposes of the Consolidated Leverage Ratio) hasoccurred during the relevant Test Period, Consolidated EBITDA shall bedetermined for the respective Test Period on a Pro Forma Basis for suchoccurrences and (y) for the purpose of calculating the Consolidated LeverageRatio, freely available cash balances of the Group held with a Lender in anaggregate amount not to exceed €50,000,000 shall be deducted from the amount ofConsolidated Indebtedness.

 

“**Consolidated Net Income**” means, for anyperiod, the net income (or loss) of the Parent and its ConsolidatedSubsidiaries for such period, determined on a consolidated basis (after anydeduction for minority interests), provided that (a) in determiningConsolidated Net Income, the net income of any person which is not a Subsidiary ofthe Parent or is accounted for by the Parent by the equity method of accountingshall be included only to the extent of the payment of cash dividends or cashdistributions by such other person to the Parent or a Subsidiary thereof duringsuch period, (b) the net income of any Subsidiary of the Parent shall beexcluded to the extent that the declaration or payment of cash dividends orsimilar distributions by that Subsidiary of that net income is not at the dateof determination permitted by operation of its charter or any agreement,instrument or law applicable to such Subsidiary, (c) the net income (or loss)of any other person acquired by such specified person or a Subsidiary of suchperson in a pooling of interests transaction for any period prior to the dateof such acquisition shall be excluded and (d) after tax gains and losses fromAsset Sales (without regard to the exceptions in (d) or (e) in the proviso ofthe definition thereof) or abandonments or reserves relating thereto shall beexcluded.

 

“**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 to Clause26.3(f) (*Restricted Payments*) tothe extent representing a return of the issue price rather than the payment ofaccrued 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), the Parent Preference Shares C and anyother Preferred Stock of Parent (from time to time issued).

 

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“**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.

 

“**Converted C1 Facility**” has the meaningascribed to that term in Clause 2.1(f)(i) (*TheFacilities*).

 

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

 

“**Converted C2 Facility**” has the meaningascribed to that term in Clause 2.1(g)(i) (*TheFacilities*).

 

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

 

“**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 with respect to which a Lender Default is in effect.

 

“**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 or authorisedor made any other distribution, payment or delivery of property (other thanordinary share capital of such person) or cash to its stockholders, partners ormembers as such, or redeemed, retired, purchased or otherwise acquired,directly or indirectly, for a

 

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considerationany shares of any class of its share capital or any partnership or membershipinterests outstanding (or any options or warrants issued by such person withrespect to its share capital or other Equity Interests), or set aside any fundsfor any of the foregoing purposes, or shall have permitted 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).

 

“**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*) or assumed inaccordance with Clause 5.12 (*Assumption ofExisting 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.

 

“**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 the Borrower and anyother government for the avoidance of double taxation with respect to taxes onincome and capital gains which makes provision in relation to interest.

 

“**Dutch GAAP**” means generally acceptedaccounting principles in The Netherlands.

 

“**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 the ecological systems ofwhich they form part and the following media:

 

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

 

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**(b)**                                  water(including territorial, coastal and inland waters, water under or within landand 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 and regulations of any relevantjurisdiction which:

 

**(a)**                                  haveas a purpose or effect the protection of, and/or prevention of harm or damageto, 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, asin effect as at the Effective Date and any subsequent provisions of ERISA,amendatory thereof, supplemental thereto or substituted therefor.

 

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

 

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

 

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

 

**(b)**                                  if nosuch rate is displayed and the Agent shall not have selected an alternativeservice on which such rate is displayed, the arithmetic mean (rounded upwards,if not already such a multiple, to 4 decimal places) of the rates (as notifiedto the Agent) at which each of the Reference Banks was offering to prime banksin the European interbank market deposits in euro for such period at or about11.00 am (Brussels time) on the Quotation Date for such period.

 

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“**Euro Amount**”****means:

 

**(a)**                                  inrelation to an Advance, (i) if such Advance is denominated in euro, the amountof such Advance or (ii) if such Advance is denominated in a currency other thaneuro, the equivalent in euro of such Advance, as the amount specified in theUtilisation Request for that Advance as adjusted, if necessary, in accordancewith the terms of this Agreement and to reflect any repayment, consolidation ordivision of that Advance;

 

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

 

**(c)**                                  inrelation to any Outstandings, the aggregate of the Euro Amounts (calculated inaccordance with paragraphs (a) and (b) above) of each outstanding Advanceand/or Outstanding L/C Amount, made under the relevant Facility or Facilities(as the case may be), (i) if such Outstandings are denominated in euro, theaggregate amount in euro of it at such time or (ii) if such Outstandings arenot denominated in euro, the equivalent in euro of the aggregate amount of itat 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 EuropcenterN.V., a corporation organised under the laws of the Kingdom of Belgium.

 

“**Event of Default**”****means any of the events or circumstances described as such 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,

 

exceeds:

 

**(b)****                                 **the sum of:

 

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

 

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

 

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

 

**(iv)****                              **the increase, if any, in Adjusted Consolidated WorkingCapital (excluding any increase in Adjusted Consolidated Working Capitalattributable to CEAL and its Subsidiaries) from the first day to the last dayof such period;

 

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

 

**(vi)****                              **the net amount of Investments (i.e., the amountinvested 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, without limitation,restructuring charges and any upfront fees related to these Facilities, therefinancing of the Senior Subordinated Notes and the issue of the SeniorSubordinated Convertible Bonds) 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

 

(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 of thefiscal year of the Parent.

 

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

 

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

 

“**Existing Credit Agreement**” means the CreditAgreement dated 26 October 1999 between, inter alios, the Parent, the Borrower,the banks and financial institutions named therein and the Bankers TrustCompany as administrative agent as amended, modified or supplemented from timeto 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 (*ExistingIndebtedness*) each as issued pursuant to or existing under theExisting Credit Agreement and outstanding on the Initial Borrowing 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 (*ExistingIndebtedness*).

 

“**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 Borrower 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)**                                  inrelation to the Agent, the office identified with its signature below or suchother office as it may, from time to time select for performance of its agencyfunction under this Agreement; and

 

**(b)**                                  inrelation to a Lender, the office from time to time designated by it to theAgent for the purposes of this Agreement (or, in the case of a Transferee, atthe end of the Transfer Certificate to which it is a party as Transferee) orsuch 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

 

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governingbody, a designated senior executive officer, of the Parent or the Subsidiary ofthe Parent selling such asset.

 

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

 

**(a)**                                  theweighted average of the rates on overnight Federal Funds transactions withmembers of the US Federal Reserve System arranged by Federal Funds brokers, aspublished for that day (or, if that day is not a New York Business Day, for theimmediately preceding New York Business Day) by the Federal Reserve Bank of NewYork; or

 

**(b)**                                  if arate is not published for that day or immediately preceding New York BusinessDay, the average of the quotations for that day on those transactions receivedby the Agent from three Federal Funds brokers of recognised standing selectedby 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).

 

“**Final Maturity Date**” means:

 

**(a)**                                  inrespect of the Revolving Facility and the Incremental Revolving Facility, thedate falling 60 months after the date of this Agreement;

 

**(b)**                                  inrespect of the A Facility, subject to Clause 10.1 (*Repayment of A Facility Outstandings*), the date falling 72 monthsafter the date of this Agreement;

 

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

 

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

 

**(e)**                                  inrespect of the Incremental Term Facility, the Incremental Term FacilityMaturity Date.

 

“**Finance Documents**”****means:

 

**(a)**                                  thisAgreement, any Documentary Credit, any Accession Notices, Transfer Certificatesand the Fee Letters;

 

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

 

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**(c)****                                 **theSecurity Documents;

 

**(d)**                                  theIntercreditor Deed;

 

**(e)**                                  theHedging Agreements;

 

**(f)**                                    anyAdditional Security Document; and

 

**(g)**                                 anyother agreement or document designated a “**FinanceDocument**” in writing 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**”****meansin relation to any financial statement to be delivered in accordance with thisAgreement generally accepted accounting principles in The Netherlands

 

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

 

“**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 substances”, “toxic pollutants”, “contaminants”, or “pollutants”,or words of similar import, under any applicable Environmental Law and(c) any other chemical, material or substance, the Release of which isprohibited, limited or regulated by 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 inconnection with 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.

 

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“**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.

 

“**Increased Cost**”****means:

 

**(a)**                                  anyreduction in the rate of return from a Facility or on a Finance Party’s (or anAffiliate’s) overall capital;

 

**(b)**                                  anyadditional or increased cost; or

 

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

 

which is incurredor suffered by a Finance Party or any of its Affiliates to the extent that itis attributable to that Finance Party having agreed to make available itsCommitment or having funded or performed its obligations under any FinanceDocument.

 

“**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 Borrowerpursuant to Clause 2.1(h) (*The Facilities*).

 

“**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 such Incremental Revolving Facility Lender in the respectiveIncremental Revolving Facility Commitment Agreement.

 

“**Incremental Revolving Facility Commitment Agreement**”means each incremental revolving facility commitment agreement in the form setout in Part IV of Schedule 4 (*Form ofIncremental 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 Borrower pursuant toClause 2.1(i) (*The Facilities*).

 

“**Incremental Term Facility Advance**”****means an advance (as from time to timereduced by repayment) made or to be made by one or more of the Lenders underthe Incremental 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

 

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FacilityAdvances provided by such Lender pursuant to Clause 7 (*Uncommitted Incremental Facilities*), insuch amount as agreed to by such Lender in the respective Incremental TermFacility Commitment Agreement.

 

“**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*).

 

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

 

**(a)**                                  allindebtedness of such person for borrowed money or for the deferred purchaseprice of property or services;

 

**(b)**                                  themaximum amount available to be drawn under all letters of credit (excludingtrade letters of credit), bankers’ acceptances and similar obligations issuedfor the account of such person and all unpaid drawings in respect of suchletters of credit (excluding trade letters of credit), bankers’ acceptances andsimilar obligations;

 

**(c)**                                  theaggregate amount required to be capitalised under leases under which suchperson is the lessee;

 

**(d)**                                  allobligations of such person to pay a specified purchase price for goods orservices, whether or not delivered or accepted, i.e., take-or-pay and similarobligations;

 

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

 

**(f)**                                    allobligations under any Hedging Agreement or Other Hedging Agreement or under anysimilar type of agreement; and

 

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**(g)**                                 theamount of Permitted Receivables Transaction Outstandings from time to time.

 

Notwithstandinganything to the contrary contained above or elsewhere in this Agreement,Indebtedness shall not include trade payables and accrued expenses incurred byany person in accordance with customary practices and in the ordinary course ofbusiness 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 Initial Borrowing Date, includingany such Indebtedness which is not permitted to remain outstanding after theInitial Borrowing Date pursuant to Clause 26.4 (*Indebtedness*) or as set out in paragraph 11 of Part I ofSchedule 3 (*Conditions Precedent to FirstUtilisation*).

 

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

 

“**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 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 all TermFacility Outstandings (or, if prior to the occurrence of the Utilisations onthe Initial Borrowing Date, whose Term Facility Commitments) and the sum of allIncremental Revolving Facility Commitments, Incremental Term Commitments andRevolving Facility Commitments of all Lenders at such time (or after thetermination thereof, the sum of the then total Incremental Revolving Facility Outstandings,Incremental Term Facility Outstandings and Revolving Facility Outstandings ofall Lenders at such time).

 

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

 

“**Intellectual Property Rights**”****means any patent, trade mark, servicemark, registered design, trade name or copyright or any license to use any ofthe same.

 

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

 

“**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 Borrower, the Agent, the SecurityTrustee, the Lenders, the Original Guarantors and certain other parties.

 

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

 

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

 

“**Law**”****means:

 

**(a)**                                  commonor customary law;

 

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

 

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

 

“**L/C Bank**”****means Deutsche Bank AG London (and/or affiliates of Deutsche Bank AGLondon (including, without limitation, Deutsche Bank Trust Company Americas)designated by it to act as such with respect to any Documentary Credit) or anyother Lender which has been appointed as L/C Bank in accordance with Clause5.11 (*Appointment and Change of L/C Bank*) orassumed its role as issuer under any Existing Documentary Credits in accordancewith Clause 5.12 (*Assumption of ExistingDocumentary Credits*) and which has not resigned in accordance withparagraph (c) of Clause 5.11 (*Appointmentand 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 of Part 1 ofSchedule 3 (*Conditions Precedent to First Utilisation*).

 

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“**Lender**”****meansan A Facility Lender, a B1 Facility Lender, a B2 Facility Lender, a C1 FacilityLender, a C2 Facility Lender, a Revolving Facility Lender, a Dollar SwinglineFacility Lender, a Euro Swingline Facility Lender, an Incremental RevolvingFacility Lender or an Incremental Term Facility Lender, as the context mayrequire and “**Lenders**” means all ofthem.

 

“**Lender Default**”means (i) a failure or refusal (which has not been retracted) of a Lender tofund its portion of any participating interest required to be purchased by suchLender pursuant to Clause 6.6 (*Purchase ofSwingline Participations*) or (ii) a Lender having notified inwriting the Parent, the Borrower and/or the Agent that it does not intend tocomply with its obligations under Clause 6 (*SwinglineFacilities*) in circumstances which would be contrary to the terms ofthis Agreement.

 

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

 

**(a)**                                  therate per annum which appears on the Relevant Page for such period at or about11.00 am on the Quotation Date for such period; or

 

**(b)**                                  if nosuch rate is displayed and the Agent shall not have selected an alternativeservice on which such rate is displayed, the arithmetic mean (rounded upwards,if not already such a multiple, to the nearest 4 decimal places) of the rates(as notified to the Agent) at which each of the Reference Banks was offering toprime banks in the London interbank market deposits in the relevant currencyfor such period at or about 11.00 am on the Quotation Date for such period.

 

“**Lien**” means any mortgage, pledge,hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory orother), preference, priority or other security agreement of any kind or naturewhatsoever (including, without limitation, any conditional sale or other titleretention agreement, any financing or similar statement or notice filed underthe UCC or any other similar recording or notice statute, and any lease havingsubstantially the same effect as any of the foregoing).

 

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

 

“**Majority Lenders**” of (i) any Facility(other than the B1 Facility, the B2 Facility, the C1 Facility or the C2Facility) means those Lenders which would constitute the Instructing Groupunder, and as defined in, this Agreement if all outstanding FacilitiesObligations of the other Facilities under this Agreement were repaid in fulland all Commitments, if any, with respect thereto were terminated, (ii) the B1Facility or the B2 Facility means those Lenders which would constitute theInstructing Group under, and as defined in, this Agreement, if all outstandingFacilities Obligations of the other Facilities under this Agreement (other thanboth of the B Facilities) were repaid in full and all commitments, if any, withrespect thereto were terminated or (iii) the C1 Facility or the C2 Facilitymeans those Lenders which would constitute the Instructing Group under, and asdefined in, this Agreement, if all outstanding Facilities Obligations of theother Facilities under this Agreement (other than both of the C Facilities)were repaid in full and all commitments, if any, with respect thereto wereterminated.

 

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“**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) amaterial adverse effect (i) on the rights or remedies of any of the FinanceParties hereunder or under any other Finance Document or (ii) on the ability ofany Obligor to perform its obligations hereunder to any of the Finance Parties.

 

“**Material Subsidiary**” means, at any time, amember of the Group:

 

**(a)**                                  organisedunder the laws of a Qualified Jurisdiction; and

 

**(b)**                                  whoserevenues, consolidated EBITDA or assets (on a consolidated basis if it hasSubsidiaries) represent at least 5 per cent. of the revenues, ConsolidatedEBITDA or assets of the Group,

 

and all suchSubsidiaries shall collectively represent at least 66-2/3 per cent. ofconsolidated revenues, the Consolidated EBITDA and consolidated assets of theGroup, as determined by reference to the latest annual audited financialstatements for the time being of the Group delivered under paragraph (c) (*Annual Financial Statements*) of Clause23.1 (*Information Covenants*) or,if the company concerned becomes a Subsidiary of the Parent after the end ofthe fiscal year to which such annual audited financial statements of the Grouprelate, then the latest management accounts of the Group delivered underparagraph (a) (*Monthly Reports*)of Clause 23.1 (*Information Covenants*)which include such company, but so that a certificate of the auditors of theGroup that a Subsidiary of the Parent is or is not a Material Subsidiary (inaccordance with this definition) at any time shall be conclusive.

 

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

 

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

 

“**Multiemployer Plan**” means:

 

**(a)****                                 **anyplan, as defined in Section 4001(a)(3) of ERISA, which is maintained orcontributed to (or to which there is an obligation to contribute to) by theParent or a Subsidiary of the Parent or an ERISA Affiliate and that is subjectto Title IV of ERISA; and

 

**(b)**                                  each suchplan which, during the five year period immediately following the latest dateon which the Parent, a Subsidiary of the Parent or an ERISA Affiliatemaintained, contributed to or had an obligation to contribute to such plan, ifthe Parent, any Subsidiary of the Parent or any ERISA Affiliate couldreasonably incur any liability under such plan.

 

“**Necessary Authorisations**”****means all Authorisations (including anycompetition and other clearances necessary in relation to the EnvironmentalLicences) of any person including any government or other regulatory authorityrequired by applicable Law to enable it to:

 

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**(a)**                                  lawfullyenter into and perform its obligations under the Finance Documents to which itis party;

 

**(b)**                                  ensurethe legality, validity, enforceability or admissibility in evidence in Englandand, if different, its jurisdiction of incorporation, of such Finance Documentsto which it is party; and

 

**(c)**                                  carryon in all material respects its business 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) theamount of such gross cash proceeds required to be used to permanently repay anyIndebtedness (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 payable by the Parentand its Subsidiaries with respect to the fiscal year in which the sale occursas a result of such sale.

 

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

 

“**Non-Consenting B Facility Lender**” means aNon-Consenting B1 Facility Lender or a Non-Consenting B2 Facility Lender, asthe context may require, and “**Non-ConsentingB Facility Lenders**” means all of them.

 

“**Non-Consenting B1 Facility Lender**” meanseach B1 Facility Lender that is not a Consenting B1 Facility Lender.

 

“**Non-Consenting B2 Facility Lender**” meanseach B2 Facility Lender that is not a Consenting B2 Facility Lender.

 

“**Non-Guarantor Subsidiaries**” means(a) on the Initial Borrowing Date, the Borrower and each Subsidiary of theParent listed in Part III of Schedule 10 (*Non-GuarantorSubsidiaries*) and (b) after the Initial Borrowing Date, anySubsidiary of the Parent which is 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 of

 

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retirement orpayments to be made upon termination of employment, and which plan is notsubject to ERISA or the Code.

 

“**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 Borrower, each Subsidiary of the Borrowerwhich is not a U.S. Subsidiary of the 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 Borrower, 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)**                                  inrelation to any B1 Facility Advance,****anyC1 Facility Advance and any Incremental Term Facility Advance, dollars; and

 

**(b)**                                  inrelation to any Revolving Facility Advance, dollars and any other currencyexcept euro which:

 

**(i)**                                    isreadily available to banks in the London interbank market, and is freelyconvertible into euro on the Quotation Date and the Utilisation Date for therelevant Advance; and

 

**(ii)**                                has beenapproved by the Agent (acting on the instructions of all the Lenders) on orprior to receipt by the Agent of the relevant Utilisation****Request.

 

“**Original Financial Statements**”****means:

 

**(a)**                                  inrelation to the Parent, its audited consolidated financial statements for itsfinancial year ending 31 December 2002;

 

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

 

**(c)**                                  thePro Forma Financial Statements.

 

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

 

“**Other Hedging Agreement**” means:

 

**(a)**                                  anyagreement entered into between a member of the Group and a bank or financialinstitution (other than a Lender) in respect of any interest rate swap,currency swap, foreign exchange contracts, cap, floor, collar or optionaltransaction or any other treasury transaction or any combination of it or anyother transaction entered into in connection with protection against or benefitfrom fluctuating in any rate or price (an “**OtherInterest Hedging Agreement**”); and

 

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

 

“**Outstanding L/C Amount**”****means:

 

**(a)**                                  eachsum paid or payable by an L/C Bank to a Beneficiary pursuant to the terms of aDocumentary Credit; and

 

**(b)**                                  allliabilities, costs (including, without limitation, any costs incurred infunding any amount which falls due from an L/C Bank under a DocumentaryCredit), claims, losses and expenses which an L/C Bank (or any of theIndemnifying Lenders) incurs or sustains in connection with a DocumentaryCredit,

 

in each case whichhas not been reimbursed or in respect of which cash cover has not been providedby or on behalf of the 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 between theParent 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 and any further such shares as may be permitted by this Agreement.

 

“**Parent Preferred Stock**” means,collectively, the Parent Preference Shares A, the Parent Preference Shares Band the Parent Preference Shares C and, after the issuance thereof, any otherPreferred 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.

 

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

 

“**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,the acquisition by the Parent or a Wholly-Owned Subsidiary thereof of:

 

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

 

**(b)**                                  Equity Interests of any person notalready a Subsidiary of the Parent so that, immediately after giving effect tosuch acquisition, such person shall constitute a Wholly-Owned Subsidiary; or

 

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

 

provided that (i) one or more of the acquisitionsreferred to in (a) above may be made in any fiscal year of the Parent of thoseEquity Interests which would cause the respective person to be a Subsidiary,but not a Wholly Owned Subsidiary and (ii) the aggregate consideration paid(determined in accordance with paragraph (a) of the definition of PermittedAcquisition Conditions) for all such acquisitions during any fiscal year of theParent does not (A) in the event the Consolidated Leverage Ratio (on a ProForma Basis) is greater than 3.75:1.00, exceed €25,000,000 and (B) in the eventthe Consolidated Leverage Ratio (on a Pro Forma Basis) is less than or equal to3.75:1.00, exceed €100,000,000.

 

“**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 Acquisitionshall be effected by the Parent or a Wholly-Owned Subsidiary thereof;

 

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

 

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

 

**(f)**                                    the Borrower in good faith determinesthat the Parent and its Subsidiaries taken as a whole are not likely to assumeor become liable for material increased contingent liabilities as a result ofsuch 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; and

 

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

 

provided that the Parent or its Wholly-OwnedSubsidiaries may consummate one or more Permitted Acquisitions in any fiscalyear of the Parent without complying with paragraphs (d) and (e) above (and theofficer’s certificate, if any, required to be delivered pursuant to paragraph(g) above shall not be required to certify compliance with such conditions), solong as the aggregate consideration paid for all Permitted Acquisitionseffected pursuant to this proviso during any fiscal year of the Parent does notexceed €15,000,000 (or its 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 the€800,000,000 Asset-Backed Euro Medium Term Note Programme entered into bySilver Funding Limited more particularly described in the Offering Circulardated 18 July 2002 or such other facility in form and substance similar to theaforesaid programme pursuant to which a Permitted Receivables Transaction isprovided.

 

“**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 or transfer of ReceivablesFacility Assets by one or more Receivables Sellers to a Receivables Subsidiary,and further providing for the sale or transfer of Receivables Facility Assetsby the

 

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

 

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

 

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

 

“**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 Party ExistingIndebtedness*) of Part II of Schedule 10 (*Existing Indebtedness*) (or previous refinancings thereofconstituting Permitted Refinancing Indebtedness); or

 

**(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*),

 

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

 

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Indebtednessbeing 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 other EquityInterest subject or purported to be subject to a Security Document (whetherequally and ratably with, or junior to, the Finance Parties or otherwise) or(B) in the case of any Permitted Refinancing Indebtedness described inparagraph (b), by any assets whatsoever.

 

“**PermittedSubordinated Indebtedness**” means:

 

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

 

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

 

**(c)**                                  any general unsecured subordinatedIndebtedness for borrowed money incurred by any member of the Group after theInitial Borrowing 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 Senior Subordinated 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 C 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.

 

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Notwithstandingthe above sub-paragraphs (i) to (v), such Indebtedness shall be permitted tobear interest at then current market rates (as reasonably determined by theAgent).

 

The incurrence of Permitted Subordinated Indebtednessshall be deemed to be a representation and warranty by the Parent that allconditions thereto have been satisfied in all material respects and that sameis permitted in accordance with the terms of this Agreement, whichrepresentation and warranty shall be deemed to be a representation and warrantyfor 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 or contributedto by (or to which there is an obligation to contribute to by), the Parent or aSubsidiary of the Parent or an ERISA Affiliate and that is subject to Title IVof ERISA and (ii) each such plan which, during the five year period immediatelyfollowing the latest date on which the Parent, a Subsidiary of the Parent or anERISA Affiliate maintained, contributed to or had an obligation to contributeto such plan, if, for purposes of this clause (ii), the Parent, any Subsidiaryof the Parent or any ERISA Affiliate could reasonably incur any liability undersuch plan.

 

“**Pledge Agreements**” means each of thedocuments specified in paragraph 2 of Section A, paragraph 3 of Section B,paragraph 2 of Section C, paragraph 1 of Section D and paragraph 1 of Section Ein Part III of Schedule 3 (*SecurityDocuments*).

 

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

 

“**Preferred Equity Financing Documents**” meansthe Stock Purchase Agreement, made as of 3 September 1999, among theParent and the Preferred Equity Investors and all other agreements, documentsand instruments relating to the Preferred Equity Financing.

 

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

 

“**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.

 

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

 

**(a)**                                  forpurposes of the foregoing calculation, the transaction giving rise to the needto calculate the pro forma effect to any of the following events shall beassumed to have occurred on the first day of the four consecutive fiscalquarter period last ended before the occurrence of the respective event forwhich such pro forma effect is being determined (the “**Reference Period**”); and

 

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

 

**(c)**                                  inmaking any determination of Consolidated EBITDA, pro forma effect shall begiven to any €5 Million Permitted Acquisition and any €5 Million Asset Sale, ineach case which occurred during the Reference Period or subsequent to theReference Period and prior to the Transaction Date, as if such PermittedAcquisition, Asset Sale or other transaction, as the case may be, occurred onthe first day of the Reference Period.

 

All pro formadeterminations required above shall be made, to the extent possible, inaccordance 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 2003 withthe related pro forma consolidated statements of income and cash flow of theGroup for the period covered thereby in the form and showing the informationagreed between the Parent and the Agent (acting on the instructions of anInstructing Group).

 

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

 

“**Property**” of a person, means any and 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)**                                  inrelation to an Advance to be made under this Agreement, the proportion borne bysuch Lender’s Available Commitment in respect of the relevant Facility to therelevant Available Facility;

 

**(b)**                                  inrelation to an Advance or Advances outstanding under this Agreement, theproportion borne by such Lender’s share of the Euro Amount of such Advance orAdvances to the total Euro Amount thereof;

 

**(c)**                                  ifparagraph (a) above does not apply and there are no Outstandings, theproportion borne by the aggregate of such Lender’s Available Commitment to theAvailable Facilities (or if the Available Facilities are then zero, by itsAvailable Commitment to the Available Facilities immediately prior to theirreduction to zero); and

 

**(d)**                                  ifparagraph (b) above does not apply and there are any Outstandings, theproportion borne by such Lender’s share of the Euro Amount of the Outstandingsto the Euro Amount of all the Outstandings for the time being.

 

“**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 thatany Qualified Guarantor shall cease to constitute same at such time, if any, assuch Subsidiary ceases to be a Wholly-Owned Subsidiary of the Parent or ceasesto 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, theBorrower and each other Obligor which is (a) a Material Subsidiary and (b) aWholly-Owned Subsidiary of the Parent or the Borrower,

 

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

 

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

 

**(a)****                                 **do notcontain any mandatory put, redemption, repayment, sinking fund or other similarprovision, except upon the occurrence of a change of control (the definition ofwhich shall be no more restrictive than that set forth in the SeniorSubordinated Note Indenture) so long as the terms thereof do not require anysuch redemption or other action unless (and until) all Facilities Obligationshave been paid in full in cash and the aggregate amount of the Commitments andall Documentary Credits have been terminated or the requisite consents underthis Agreement have been obtained to permit such redemption or other action;

 

**(b)**                                  do notrequire the cash payment of dividends to the extent that the payment thereofwould not be permitted at such time pursuant to this Agreement (andrefinancings, replacements or extensions hereof);

 

**(c)**                                  do notcontain any operating or financial maintenance covenants;

 

**(d)**                                  do notgrant the holders thereof any voting rights (prior to the conversion intoParent Common Stock, if applicable) except for (i) voting rights required to begranted to such holders under applicable law and (ii) limited customary votingrights on fundamental matters such as mergers, consolidations, sales of all orsubstantially all of the assets of the Parent, or liquidations involving theParent; and

 

**(e)****                                 **areotherwise reasonably satisfactory to the Agent.

 

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

 

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

 

**(a)**                                  in thecase of an Advance (other than a Swingline Advance):

 

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

 

**(ii)**                                if therelevant currency is dollars or an Optional Currency, 2 Business Days beforethe first day of that period; and

 

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

 

provided that ifmarket practice differs in the Relevant Interbank Market for a currency, theQuotation Date for that currency will be determined by the Agent in accordancewith market

 

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practice inthe Relevant Interbank Market (and if quotations would normally be given byleading banks in the Relevant Interbank Market on more than one day, theQuotation Date will be the last of those 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 the Receivables Subsidiary pursuant to aPermitted Receivables Transaction, and any assets directly related thereto.

 

“**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, means the Parent and any of itsSubsidiaries which is, at such time, a person which is selling or transferringReceivables Facility Assets to a Receivables Subsidiary pursuant to a PermittedReceivables Transaction.

 

“**Receivables****Subsidiary**” means a Wholly-Owned Subsidiary of the Parentwhich engages in no activities other than in connection with the financing ofaccounts receivable and which is designated (as provided below) as aReceivables Subsidiary (a) no portion of the Indebtedness or any otherobligations (contingent or otherwise) of which, (i) is guaranteed by the Parentor any other Subsidiary of the Parent (excluding guarantees of obligations(other than the principal of, and interest on, Indebtedness) pursuant toStandard Securitisation Undertakings), (ii) is recourse to or obligates theParent or any other Subsidiary of the Parent in any way other than pursuant toStandard Securitisation Undertakings, or (iii) subjects any property or assetof the Parent 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 lessfavorable to the Parent or such Subsidiary than those that might be obtained atthe time from persons that are not Affiliates of the Parent and (c) to whichneither the Parent nor any other Subsidiary of the Parent has any obligation tomaintain or preserve such entity’s financial condition or cause such entity toachieve certain levels of operating results. Any such designation shall be evidenced to the Agent by filing with theAgent an officer’s certificate of the Borrower certifying that, to the best ofsuch officer’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 Centrale Raiffeisen-BoerenleenbankB.A. or

 

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such otherbank or banks as may be appointed as such by the Agent after consultation withthe 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 “**PermittedRefinancing Indebtedness**” 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.

 

“**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 Interbank Rate**” means:

 

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

 

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

 

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

 

**(d)****                                 **inrelation to a Dollar Swingline Facility 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:

 

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

 

**(b)**                                  inrespect of the Term Facility Outstandings, each of the A Facility RepaymentDates, the C Facilities Repayment Dates; and

 

**(c)**                                  inrespect of the Incremental Term Facility Outstandings, each of the IncrementalTerm Facility Repayment Dates,

 

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

 

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

 

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

 

“**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 to Title IVof ERISA other than those events as to which the 30-day notice period is waivedunder subsection .22, .23, .25, .27, .28 or .29 of PBGC Regulation Section4043.

 

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

 

“**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,or with 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 Borrower pursuant to Clause 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

 

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column of PartI of Schedule 1 (*Lenders and Commitments*) (as thesame may be increased from time to time pursuant to Clause 7.2 (*Incremental Revolving Facility*))**or as specified in the TransferCertificate pursuant to which such Lender becomes a 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 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*),

 

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

 

“**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 of Liquidation**” means anytransaction whereby a Wholly-Owned Subsidiary of the Parent (other than theBorrower and Europcenter) or a Wholly-Owned Subsidiary of the Borrower (with suchSubsidiary being herein called the “**SubjectSubsidiary**”) is sold in accordance with the following requirements:

 

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

 

**(b)**                                  ifthere is an intercompany bank balance as described in paragraph (a) above, sameshall be converted into Cash Equivalents by the repayment of same (whichpayment may, but shall not be required to be, made with proceeds of RevolvingFacility Advances drawn hereunder in accordance with the terms and conditionshereof); and

 

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

 

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

 

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

 

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

 

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

 

“**Second****AmendmentEffective Date**” has the meaning ascribed to that term in the SecondAmendment Deed.

 

“**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 obligation or liability shall beincluded in the definition of “Secured Obligations” to the extent that, if itwere so included, the Security (or any part thereof) created by any provisionof the Security Documents would be unlawful or prohibited by any applicablelaw.

 

“**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)**                                  eachof the documents listed in Part III of Schedule 3 (*Security Documents*) and the Additional Security Documents;

 

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

 

**(c)**                                  anyother document executed at any time pursuant to any covenant in any of theSecurity Documents referred to in paragraph (a) or (b) above.

 

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“**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 as issuerand 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 in connectionwith 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.

 

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

 

“**Senior Subordinated Notes Purchase Agreement**”means that certain Purchase Agreement, dated as of 26 October 1999, relating tothe 121⁄4 per cent. Senior Subordinated Notes due 2009 described therein, amongthe Parent, the Borrower, Deutsche Bank Securities Inc., Paribas Corporationand ABN AMRO Incorporated, as same may be amended, modified or supplementedfrom time to time in accordance with the requirements of 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 Borrower, provided that any Indenture relating to anySenior Subordinated Notes constituting Permitted Refinancing Indebtedness shallmeet the requirements contained in the definition of Permitted RefinancingIndebtedness.

 

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“**Senior Subordinated Notes**” means theBorrower’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 allagreements (including, without limitation, shareholders’ agreements,subscription agreements and registration rights agreements) entered into by theParent or any of its Subsidiaries governing the terms and relative rights ofits share capital and any agreements entered into by shareholders relating toany such entity with respect to its share capital.

 

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

 

“**Sharing Event**” means:

 

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

 

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

 

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

 

“**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

 

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

 

“**Subsidiary**” means, as to any person, (i)any corporation more than 50 per cent. of whose stock of any class or classeshaving by the terms thereof ordinary voting power to elect a majority of thedirectors of such corporation (irrespective of whether or not at the time stockof any class or classes of such corporation shall have or might have votingpower by reason of the happening of any contingency) is at the time owned bysuch person and/or one or more Subsidiaries of such person and (ii) anypartnership, 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 B1 Facility, the B2 Facility, the C1 Facility or the C2Facility) means those Lenders which would constitute the Instructing Groupunder, and as defined in, this Agreement if (x) all outstanding FacilitiesObligations of the other Facilities under this Agreement were repaid in fulland all Commitments, if any, with respect thereto were terminated and (y) thepercentage “50%” contained therein were changed to “662/3%”,(ii) the B1 Facility or the B2 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 (other than both of the B Facilities) were repaid in full and allCommitments, if any, with respect thereto were terminated and (y) thepercentage “50%” contained therein were changed to “662/3%” or (iii) the C1 Facility or the C2 Facility means those Lenders whichwould constitute the Instructing Group under, and as defined in, this Agreementif (x) all outstanding Facilities Obligations of the other Facilities underthis Agreement (other than both of the C Facilities) were repaid in full andall Commitments, if any, with respect thereto were terminated and (y) thepercentage “50%” contained therein were changed to “662/3%”.

 

“**Swingline Facility**” means the swinglinefacility forming part of the Revolving Facility and granted to the Borrowerpursuant to Clause 2.1(b) (*The Facilities*).

 

“**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 of Part I ofSchedule 1 (*Lenders and Commitments*)or as specified in the Transfer Certificate pursuant to which such Lenderbecomes a party to this Agreement.

 

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

 

**(a)**                                  is named in Section B 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*),

 

which in each case includes any affiliate designatedby such Swingline Facility Lender to act as such with respect to all or anypart of the Swingline Facility Advances and which has not ceased to be a partyto this Agreement in accordance with the terms of this Agreement and “**Swingline Facility Lenders**” means all ofthem.

 

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“**Swingline FacilityOutstandings**” means the Dollar Swingline Facility Outstandings andthe Euro Swingline Facility Outstandings.

 

“**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 Automated Real-timeGross Settlement Express Transfer payment system is open for the settlement ofpayments 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*)).

 

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

 

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

 

“**Tax Payment**”****means the increase in any payment made by an Obligor to 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)**                                  inrelation to a Revolving Facility Advance, a Dollar Swingline Facility Advance,a Euro Swingline Facility Advance, the period for which such Advance isborrowed as specified in the relevant Utilisation Request; and

 

**(b)**                                  in relationto any Documentary Credit, the period from the date of its issue until itsExpiry Date.

 

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

 

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

 

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“**Term Facility Outstandings**”****means, at any time, the aggregate of the AFacility Outstandings, the B Facility Outstandings, the C Facility Outstandingsand, subject to Clause 7 (*UncommittedIncremental Facilities*), the Incremental Term Facility Outstandingsat such time.

 

“**Termination Date**”****means:

 

**(a)**                                  inrelation to the Revolving Facility, the Swingline Facility and the IncrementalRevolving Facility, the date which is 30 days prior to the Final Maturity Datein respect of the Revolving Facility;

 

**(b)**                                  inrelation to each Term Facility (other than the Additional C1 Facility, theAdditional C2 Facility and the Incremental Term Facility), the earlier of theday which is:

 

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

 

**(ii)**                                thefirst Business Day on which the Available Commitment of each of the Lenders inrespect of the relevant Term Facility is zero;

 

**(c)****                                 **inrelation to the Additional C1 Facility and the Additional C2 Facility, theearlier of the day which is:

 

(i)                                     31July 2004; and

 

(ii)                                  theSecond Amendment Effective Date; and

 

**(d)**                                  inrelation to any Tranche of the Incremental Term Facility, the last date bywhich Incremental Term Facility Advances under such Tranche may be incurredunder this Agreement, which date shall be set out in the relevant IncrementalTerm Facility Commitment Agreement but no later than the earlier of (i) 30September 2010 and (ii) the Final Maturity Date of the C 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 to terminatesuch Plan or the treatment of an amendment of such Plan as a termination underSection 4041 of ERISA (other than a standard termination under Section 4041(b)of ERISA), (d) the institution by the PBGC of proceedings to terminate such Planor (e) any event or condition which might constitute grounds under Section 4042of ERISA for the termination of, or appointment of a trustee to administer,such Plan.

 

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

 

“**Third Party Existing Indebtedness**” meansthe list of Indebtedness existing on the Effective Date set out in Section A (*Third Party Existing Indebtedness*) of PartII of Schedule 10 (*Existing Indebtedness*).

 

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“**Tranche**” means the Revolving Facility, theA Facility, the B1 Facility, the B2 Facility, the C1 Facility and the C2Facility utilised in making Advances.  Inaddition, and notwithstanding the foregoing, any Incremental Term FacilityAdvances extended after the Syndication Date shall, to the extent provided inClause 7.1(c) (*Constitution of each Trancheof Incremental Term Facility*), be made pursuant to one or moreadditional Tranches which shall be designated pursuant to the respectiveIncremental Term Facility Commitment Agreement in accordance with the relevantrequirements specified in Clause 7.1(c) (*Constitutionof each Tranche 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.

 

“**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 (*Assignmentsand Transfers*).

 

“**Trust Property**” means:

 

**(a)**                                  anyrights, interests or other property and the proceeds thereof from time to timeassigned, transferred, mortgaged, charged, or pledged to and/or otherwisevested in the Security Trustee under, pursuant to or in connection with thisAgreement or any Security Document to which the Security Trustee is a party;

 

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

 

**(c)**                                  anyrepresentation, obligation, covenant, warranty or other contractual provisionin favour of the Security Trustee (other than any made or granted solely forits own benefit) made or granted in or pursuant to any of the SecurityDocuments to which the Security Trustee is a party;

 

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

 

**(e)**                                  allincome and other sums at any time received or receivable by the SecurityTrustee in respect of Trust Property (or any part thereof); or

 

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**(f)**                                    anysum which is received or recovered by the Security Trustee under, pursuant toor in connection with Clause 32.7 (*ParallelDebt*).

 

“**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) (*AssetSale*) of Clause 13.1 (*Repaymentfrom Net Proceeds*) pending application during any 360 day periodreferred to therein.

 

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

 

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

 

“**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 the 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 relation tothe Borrower, each Subsidiary of the 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 Swingline FacilityAdvance, in the form set out in Part II of Schedule 4 (*Form ofUtilisation Request (Swingline Facility)*).

 

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“**Waivable MandatoryRepayment**” has the meaning ascribed to that term in paragraph (c) (*Waivable Mandatory Repayment)* of Clause13.3 (*Application of Mandatory Prepayments*).

 

“**Waivable VoluntaryRepayment**” has the meaning ascribed to that term in paragraph (b) (*Waivable Voluntary Repayment)*of Clause12.3 (*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 the Borrower,each Non-U.S. Subsidiary of the Borrower that is also a Wholly-Owned Subsidiaryof the Borrower.

 

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

 

“**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 the Borrower, eachU.S. Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of theBorrower.

 

## **1.2**                               AccountingExpressions

##  

All accountingexpressions which are not otherwise defined in this Agreement shall beconstrued in accordance with Dutch GAAP.

 

## **1.3**                               Construction

##  

Unless a contraryindication 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 “**B1 Facility Lender**”, a “**B2 Facility Lender**”, a “**C1 Facility Lender**”, a “**C2 Facility Lender**”, a “**Revolving Facility Lender**”, a “**Dollar Swingline Facility Lender**”, a “**Euro Swingline Facility Lender**”, an “**Incremental RevolvingFacility Lender**” or an “**Incremental Term Facility Lender**” shall be construed so as toinclude their respective and any subsequent successors, Transferees andpermitted assigns in accordance with their respective interests;

 

“**agreed form**”****means, in relation to any document, in the form agreed and initialledfor identification by the Arrangers and the Parent prior to the InitialBorrowing Date;

 

55

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“**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 duly authorised todo so) nor the Lenders have waived such of its or their rights under thisAgreement 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 andother charges relating to it);

 

“**month**”****isa reference to a period starting on one day in a calendar month and ending onthe numerically corresponding day in the next succeeding calendar month savethat, where any such period would otherwise end on a day which is not aBusiness Day, it shall end on the next succeeding Business Day, unless that dayfalls in the calendar month succeeding that in which it would otherwise haveended, in which case it shall end on the immediately preceding Business Dayprovided that, if a period starts on the last Business Day in a calendar monthor if there is no numerically corresponding day in the month in which thatperiod ends, that period shall end on the last Business Day in that later month(and references to “**months**” shallbe construed accordingly);

 

a “**person**” shall be construed as a referenceto any person, firm, company, corporation, government, state or agency of astate or any association or partnership (whether or not having separate legalpersonality) 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 anysimilar or turnover tax replacing or introduced in addition to any of the same;and

 

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

 

## **1.4**                               Currency

##  

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

 

## **1.5**                               Statutes

##  

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

 

## **1.6**                               Time

##  

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

 

## **1.7**                               References toAgreements

##  

Unless otherwisestated, any reference in this Agreement to any agreement or document (includingany reference to this Agreement) shall be construed as a reference to:

 

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

###  

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

###  

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

###  

## **1.8**                               Documentary Credits

##  

Any reference inthis Agreement to:

 

### **(a)****                                 **an amount borrowedincludes any amount utilised by way of Documentary Credit;

###  

### **(b)****                                 **a Lender funding itsparticipation in a Utilisation includes an Indemnifying Lender participating ina Documentary Credit;

###  

### **(c)****                                 **amounts outstandingunder this Agreement include amounts outstanding under, or in relation to, anyDocumentary Credit;

 

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

###  

### **(e)****                                 **the Borrower “**repaying**” a DocumentaryCredit means:

###  

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

####  

#### **(ii)****                               **the maximum amount payable under the Documentary Credit beingreduced in accordance with its terms; or

####  

#### **(iii)****                           **the L/C Bank being satisfied that it has no further liability underthat Documentary 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)****                                   **the Borrowerproviding “**cash cover**”****for a DocumentaryCredit means the Borrower paying an amount (x) at any time prior to theoccurrence of a Sharing Event in the currency of the Documentary Credit and (y)at any time on or after the occurrence of a Sharing Event, in euros, to aninterest-bearing account in the name of the Borrower and the followingconditions are met:

###  

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

####  

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

####  

#### **(iii)****                           **the Borrower has executed a security document over that account, inform and substance satisfactory to the Agent or the Finance Party with whichthat account is held, creating a first ranking security interest over thataccount,

####  

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

 

# **2.**                                      THE FACILITIES

# ** **

## **2.1**                               The Facilities

##  

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

###  

### **(b)****                                 **The SwinglineFacility Lenders grant to the Borrower, upon the terms and subject to theconditions of this Agreement, a swingline facility (being part of the Revolving

 

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### Facility) in a maximum aggregate Euro Amountof €85,000,000 (the “**Swingline Facility**”).

###  

### **(c)****                                 **The A Facility Lendersgrant to the Borrower upon the terms and subject to the conditions of thisAgreement, a term loan facility in a maximum aggregate amount of €120,000,000(the “**A Facility**”).

###  

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

###  

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

###  

### **(f)****                                   **(i)                                     Each Consenting B1Facility Lender severally agrees to convert (the “**B1 Facility Conversion**”), on the SecondAmendment Effective Date, its Proportion of all B1 Facility Advancesoutstanding on the Second Amendment Effective Date (immediately prior to givingeffect thereto) into an equivalent amount of new advances hereunder owing bythe Borrower (each such advance, a “**Converted C1 Facility Advance**”, and the aggregateof all such Consenting B1 Facility Lenders’ Proportions converted, the “**Converted C1Facility**”). The Lenders with Additional C1 FacilityCommitments grant to the Borrower on the Second Amendment Effective Date, uponthe terms and subject to the conditions of this Agreement, a term loan facilityin a maximum aggregate amount equal to the B1 Facility Outstandings of theNon-Consenting B1 Facility Lenders on the Second Amendment Effective Date(immediately prior to giving effect thereto) (the “**Additional C1 Facility**” and, together withthe Converted C1 Facility, the “**C1 Facility**”).

###  

(ii)                                  (A) Each Converted C1 Facility Advanceshall be subject to the same Interest Period (and LIBOR) as the B1 FacilityAdvance from which it was converted, (B) the Additional C1 Facility shall beinitially drawn down by way of a single Additional C1 Facility Advance which shallbe added to (and thereafter be deemed to constitute a part of) each ConvertedC1 Facility Advance on a *pro rata*basis (based on the relative sizes of the various such Converted C1 FacilityAdvances), and (C) in connection with the B1 Facility Conversion and theincurrence of the Additional C1 Facility Advance pursuant to paragraph (B)above, the Agent shall (and is hereby authorised to) take all appropriateactions to ensure that all Lenders with outstanding C1 Facility Advances (aftergiving effect to the B1 Facility Conversion and the incurrence of theAdditional C1 Facility Advance pursuant to paragraph (B) above) participate ineach C1 Facility Advance on a *pro rata*basis (based on the aggregate amount of their Converted C1 Facility Advancesand Additional C1 Facility Commitments as in effect on the Second AmendmentEffective Date).

 

(iii)                               In connection with the B1 FacilityConversion and the incurrence of the Additional C1 Facility Advance pursuant toparagraph (ii)(B) above, the Lenders and the Borrower hereby agree that, notwithstandinganything to the

 

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

 

### **(g)****                                **(i)                                     Each Consenting B2Facility Lender severally agrees to convert (the “**B2 Facility Conversion**”), on the SecondAmendment Effective Date, its Proportion of all B2 Facility Advancesoutstanding on the Second Amendment Effective Date (immediately prior to givingeffect thereto) into an equivalent amount of new advances hereunder owing bythe Borrower (each such advance, a “**Converted C2 Facility Advance**”, and the aggregateof all such Consenting B2 Facility Lenders’ Proportions converted, the “**Converted C2Facility**”).  The Lenders with Additional C2 FacilityCommitments grant to the Borrower on the Second Amendment Effective Date, uponthe terms and subject to the conditions of this Agreement, a term loan facilityin a maximum aggregate amount equal to the B2 Facility Outstandings of theNon-Consenting B2 Facility Lenders on the Second Amendment Effective Date(immediately prior to giving effect thereto) (the “**Additional C2 Facility**” and, together withthe Converted C2 Facility, the “**C2 Facility**”).

###  

(ii)                                  (A) Each Converted C2 Facility Advanceshall be subject to the same Interest Period (and EURIBOR) as the B2 Facility Advancefrom which it was converted, (B) the Additional C2 Facility shall be initiallydrawn down by way of a single Additional C2 Facility Advance which shall beadded to (and thereafter be deemed to constitute a part of) each such ConvertedC2 Facility Advance on a *pro rata*basis (based on the relative sizes of the various such Converted C2 FacilityAdvances), and (C) in connection with the B2 Facility Conversion and theincurrence of the Additional C2 Facility Advance pursuant to paragraph (B)above, the Agent shall (and is hereby authorised to) take all appropriateactions to ensure that all Lenders with outstanding C2 Facility Advances (aftergiving effect to the B2 Facility Conversion and the incurrence of theAdditional C2 Facility Advance pursuant to paragraph (B)) participate in eachC2 Facility Advance on a *pro rata*basis (based on the aggregate amount of their Converted C2 Facility Advancesand Additional C2 Facility Commitments as in effect on the Second AmendmentEffective Date).

 

(iii)                               In connection with the B2 FacilityConversion and the incurrence of the Additional C2 Facility Advance pursuant toparagraph (ii)(B) above, the Lenders and the Borrower hereby agree that,notwithstanding anything to the contrary contained in this Agreement, (A) if requestedby any Lenders participating in the Additional C2 Facility Advance which “matchfunds” the Borrower shall pay to such Lenders such amounts necessary, asreasonably determined by such Lenders, to compensate such Lenders forparticipating in

 

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

 

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

###  

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

###  

## **2.2**                               Purpose

 

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

###  

### **(b)****                                 **The RevolvingFacility and the Incremental Revolving Facility are intended to finance thegeneral working capital requirements and the general corporate purposes of theGroup and may be utilised by way of Revolving Facility Advances or DocumentaryCredits.

###  

### **(c)****                                 **The Additional C1Facility shall be used on the Second Amendment Effective Date to repay eachNon-Consenting B1 Facility Lender’s Proportion of all outstanding B1 FacilityAdvances, together with accrued but unpaid interest thereon.

###  

### **(d)****                                 **The Additional C2Facility shall be used on the Second Amendment Effective Date to repay eachNon-Consenting B2 Facility Lender’s Proportion of all outstanding B2 FacilityAdvances, together with accrued but unpaid interest thereon.

###  

### **(e)****                                 **The SwinglineFacility is intended to finance the general working capital requirements andgeneral corporate purposes of the Group.

###  

### **(f)****                                   **The Incremental TermFacility is intended to finance Permitted Acquisitions and the redemption orrepurchase of the Senior Subordinated Notes (including, without limitation, anyrelated redemption or repurchase fees).

###  

### **(g)****                                **The Borrower shallapply all amounts borrowed under this Agreement in or towards satisfaction ofthe purposes referred to in paragraphs (a), (b), (c), (d), (e) and (f) and noneof the Finance Parties shall be obliged to concern themselves with suchapplication.

 

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## **2.3**                               Several Obligations

##  

The obligations ofeach Finance Party under this Agreement are several and the failure by aFinance Party to perform any of its obligations under this Agreement shall notaffect the obligations of any of the other parties to this Agreement towardsany other party to this Agreement nor shall any other party be liable for thefailure by such Finance Party to perform its obligations under this Agreement.

 

## **2.4**                               Several Rights

##  

The rights of eachFinance Party are several and any debt arising under this Agreement at any timefrom an Obligor to any Finance Party to this Agreement shall be a separate andindependent debt.  Each Finance Partymay, except as otherwise stated in this Agreement, separately enforce itsrights under this Agreement.

 

# **3.**                                      CONDITIONS

# ** **

## **3.1**                               Conditions Precedent

##  

The obligations ofthe Finance Parties under this Agreement shall be conditional upon the Agenthaving confirmed to the Parent that it has received the documents listed inPart I of Schedule 3 (*Conditions Precedent toFirst Utilisation*) and that each is satisfactory, in form andsubstance, to the Agent acting reasonably. The Agent shall notify the Parent and the Lenders promptly upon being sosatisfied.

 

## **3.2**                               Conditions Subsequent

##  

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

 

### **(a)****                                 **as soon aspracticable after the Initial Borrowing Date under this Agreement and in anyevent byno later than 31 January 2004 there shall have been delivered to the Agent eachof the documents listed in Section A of Part IV of Schedule 3 (*Conditions Subsequent Documents*); and

###  

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

###  

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

 

# **4.**                                      UTILISATION

# ** **

## **4.1**                               Conditionsto Utilisation

##  

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

 

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### **(a)****                                 **the Agent hasreceived from the Borrower a duly completed Utilisation Request stating whetherthe proposed Utilisation is to be by way of Advance or Documentary Credit notlater than 9.30 a.m. on a day which is:

###  

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

####  

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

####  

receipt of whichshall oblige the Borrower to borrow the amount requested on the date statedupon the terms and subject to the conditions contained in this Agreementprovided that no Utilisation Request under the Revolving Facility shall be madeprior to the first Utilisation Request under the Term Facilities;

 

### **(b)****                                 **the proposed UtilisationDate is a Business Day for the proposed currency of the Advance or DocumentaryCredit, as the case may be, which is or precedes the relevant Termination Date;

###  

### **(c)****                                 **in the case of aUtilisation by way of an A Facility Advance, the proposed Euro Amount of suchAdvance is equal to €120,000,000;

###  

### **(d)****                                 **in the case of aUtilisation by way of a B1 Facility Advance, 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)****                                 **in the case of aUtilisation by way of a B2 Facility Advance, the proposed Euro Amount of suchAdvance is equal to €50,000,000;

###  

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

###  

### **(g)****                                **in the case of aUtilisation by way of Documentary Credit, the proposed Euro Amount of suchDocumentary Credit is equal to or less than the amount of the AvailableRevolving Facility (minus the Unavailable Revolving Facility Amount (if any));

###  

### **(h)****                                **in the case of aUtilisation by way of a Revolving Facility Advance, (i) at any time prior tothe Syndication Date, immediately after the making of such Advance there willbe no more than 3 Revolving Facility Advances outstanding and (ii) at any timeafter the Syndication Date, immediately after the making of such Advance therewill be no more than 10 Revolving Facility Advances (for the avoidance of doubtnot including any Swingline Facility Advances) outstanding;

###  

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

###  

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

 

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### FinalMaturity Date of the Revolving Facility provided that, save as the Agent mayotherwise agree, prior to the Syndication Date the Term of each RevolvingFacility Advance shall be 1 week or 1 month (or, such duration as is necessaryto ensure that such Term ends on the Syndication Date);

###  

### **(k)****                               **in the case of aUtilisation by way of an Advance other than a Rollover Advance, the interestrate applicable to such Advance’s first Interest Period or Term (as the casemay be) will not have to be determined under Clause 16 (*MarketDisruption and Alternative Interest Rates*);

###  

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

###  

### **(m)****                             **in the case of anyUtilisation:

###  

#### **(i)****                                   **in the case of a Rollover Advance or a Documentary Credit which isbeing renewed pursuant to Clause 5.2 (*Renewalof Documentary 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)****                               **save in the case of a Rollover Advance, the RepeatingRepresentations made by each Obligor are true and correct in all materialrespects on the relevant Utilisation Date by reference to the circumstancesthen existing; and

####  

### **(n)****                                **in relation to thefirst Utilisation requested under this Agreement, the Agent is reasonablysatisfied that the Parent will comply with its obligations under Clause 3.2 (*Conditions Subsequent*).

###  

## **4.2**                               Conditions toUtilisation of Incremental Term Facility

##  

### **(a)****                                 ****Conditions toIncremental Term Facility Commitments:** Subject to and upon the termsand conditions set forth in Clause 7 (*UncommittedIncremental Facilities*) and the relevant Incremental Term FacilityCommitment Agreement, each Lender with an Incremental Term Facility Commitmentfor a given Tranche of Incremental Term Facility Advances severally agrees, atany time and from time to time on and after the date that such Incremental TermFacility Commitment is obtained pursuant to Clause 7 (*Uncommitted Incremental Facilities*) andprior to the relevant Termination Date for such Tranche of Incremental TermFacility Advances, to make a term loan or term loans (each an “**IncrementalTerm Facility Advance**” and, collectively, the “**Incremental Term FacilityAdvances**”)to the Borrower for such Tranche.  SuchIncremental Term Facility Advances:

###  

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

 

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#### **(ii)****                               **shall be denominated in the Applicable Currency for such Tranche ofIncremental Term Facility Advances;

####  

#### **(iii)****                           **shall, if an Alternate Currency Incremental Term Facility Advance,at the option of the Borrower, be incurred and maintained in one or moreborrowings of Alternate Currency Incremental Term Facility Advances under suchTranche; and

####  

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

####  

### **(b)****                                 ****UtilisationRequest:**Save as otherwise provided in this Agreement and/or the relevant IncrementalTerm Facility Commitment Agreement, an Incremental Term Facility Advance willbe made by the Lenders to the Borrower at the Borrower’s request if the Agenthas received at any time after the Syndication Date from the Borrower a dulycompleted Utilisation Request in relation to an Incremental Term FacilityAdvance not later than 10.00 a.m. on a day which is no more than 10 nor lessthan 3 Business Days prior to the proposed Utilisation Date for such Advancestating:

###  

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

####  

#### **(ii)****                               **the Incremental Term Facility Utilisation Date;

####  

#### **(iii)****                           **in the case of an Alternate Currency Incremental Term FacilityAdvance, the Optional Currency; and

####  

#### **(iv)****                              **whether such Advance constitutes part of the C Facilities orIncremental Term Facility,

####  

receipt of which shall oblige the 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 ofIncremental Term Facility Commitment:** The total Incremental Term FacilityCommitments under a given Tranche shall (i) be permanently reduced on eachIncremental Term Facility Utilisation Date in respect of such Tranche in anamount equal to the aggregate principal amount of Incremental Term FacilityAdvances of such Tranche incurred on each such date, (ii) terminate in itsentirety to the extent not theretofore terminated on the Termination Date forsuch Tranche of Incremental Term Facility Advances (after giving effect to anyIncremental Term Facility Advances of such Tranche to be made on such date) and(iii) prior to the termination of the total Incremental Term FacilityCommitment in respect of such Tranche, be permanently reduced from time to timeto the extent required by Clause 13.3 (*Applicationof Mandatory Prepayments*).

###  

### **(d)****                                 ****Application ofReduction of Incremental Term Facility Commitment:** Each reduction to, and/ortermination of the total Incremental Term Facility Commitment

 

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### undera given Tranche pursuant to this Clause 4.2 shall be applied proportionatelyand permanently to reduce, and/or terminate the Incremental Term FacilityCommitment of each Lender with such a Commitment under such Tranche providedthat any mandatory reduction to the Incremental Term Facility Commitmentspursuant to Clause 13.3 (*Application ofMandatory Prepayments*) shall be applied proportionately andpermanently to reduce the Incremental Term Facility Commitments of all Lendersfor all Tranches on a *pro rata* basis(based on the then remaining amounts of such Incremental Term FacilityCommitments).

###  

## **4.3**                               Lenders’Participations

##  

Each Lender willparticipate through its Facility Office in each Advance made pursuant to Clause4.1 (*Conditions to Utilisation*), the relevantIncremental Revolving Facility Commitment Agreement and the relevantIncremental Term Facility Commitment Agreement in its respective Proportion.

 

# **5.**                                      DOCUMENTARY CREDITS

# ** **

## **5.1**                               Issue of DocumentaryCredits

##  

### **(a)****                                 **Each L/C Bank shallissue Documentary Credits pursuant to Clause 4.1 (*Conditionsto Utilisation*) by:

###  

#### **(i)****                                   **completing the issue date and the proposed Expiry Date of anyDocumentary Credit to be issued by it; and

####  

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

####  

### **(b)****                                 **Each Lender having aRevolving Facility Commitment (an “**Indemnifying Lender**”) will participate in eachDocumentary Credit in an amount equal to its L/C Proportion.

###  

### **(c)****                                 **The Agent shallnotify the L/C Bank and each Indemnifying Lender of the details of anyrequested 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**                               Renewal ofDocumentary Credits

##  

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

###  

### **(b)****                                 **The terms of eachrenewed Documentary Credit shall be the same as those of the relevantDocumentary Credit immediately prior to its renewal, except that (as stated inthe Renewal Request therefor):

###  

#### **(i)****                                   **its amount may be less than the amount of such Documentary Credit immediatelyprior to its renewal; and

 

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

####  

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

###  

## **5.3**                               Revaluation ofDocumentary Credits

##  

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

###  

### **(b)****                                 **The Borrower shall,if requested by the Agent within 2 Business Days of any calculation underparagraph (a) above, ensure that on the last day of the Term of the nextmaturing Revolving Facility Advance sufficient Revolving Facility Outstandingsare repaid to prevent the Euro Amount of the Revolving Facility Outstandingsexceeding the aggregate amount of all of the Revolving Facility Commitmentsadjusted to reflect any cancellations or reductions, following any adjustmentunder paragraph (a) above.

###  

## **5.4**                               Immediately Payable

##  

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

 

## **5.5**                               Claims under aDocumentary Credit

##  

### **(a)****                                 **The Borrowerirrevocably and unconditionally authorises the L/C Bank to pay any claim madeor purported to be made under a Documentary Credit requested by it and whichappears on its face to be in order (a “**claim**”).

###  

### **(b)****                                 **The Borrower shallwithin 3 Business Days of demand pay to the Agent for the L/C Bank an amountequal to the amount of any claim.

###  

### **(c)****                                 **The Borroweracknowledges that the L/C Bank:

###  

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

####  

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

####  

### **(d)****                                 **The obligations ofthe Borrower under this Clause will not be affected by:

###  

#### **(i)****                                   **the sufficiency, accuracy or genuineness of any claim or any otherdocument; or

 

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#### **(ii)****                               **any incapacity of, or limitation on the powers of, any personsigning a claim or other document.

####  

## **5.6**                               Documentary CreditIndemnities

##  

### **(a)****                                 **The Borrower shallimmediately 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 requested by the Borrower.

###  

### **(b)****                                 **Without limiting theobligation of the Borrower under paragraph (a) above, each Indemnifying Lendershall (according to its L/C Proportion) immediately on demand indemnify the L/CBank against any cost, loss or liability incurred by the L/C Bank (otherwisethan by reason of the L/C Bank’s gross negligence or wilful misconduct) inacting as the L/C Bank under any Documentary Credit (unless the L/C Bank hasbeen reimbursed by an Obligor pursuant to a Finance Document).

###  

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

###  

### **(d)****                                 **The Borrower shallimmediately on demand reimburse any Indemnifying Lender for any payment itmakes to the L/C Bank under this Clause 5.6 in respect of that DocumentaryCredit.

###  

### **(e)****                                 **The obligations ofeach Indemnifying Lender under this Clause 5.6 are continuing obligations andwill extend to the ultimate balance of sums payable by that Indemnifying Lenderin respect of any Documentary Credit, regardless of any intermediate payment ordischarge in whole or in part.

###  

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

###  

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

####  

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

####  

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

 

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#### assets of, any Obligor, any beneficiary undera Documentary Credit or other person or any non-presentation or non-observanceof any formality or other requirement in respect of any instrument or anyfailure to realise the full value of any security;

####  

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

####  

#### **(v)****                                  **any amendment (however fundamental) or replacement of a FinanceDocument, any Documentary Credit or any other document or security;

####  

#### **(vi)****                              **any unenforceability, illegality or invalidity of any obligation ofany person under any Finance Document, any Documentary Credit or any otherdocument or security; or

####  

#### **(vii)****                          **any insolvency or similar proceedings.

####  

## **5.7**                               Rights ofContribution

##  

No Obligor will beentitled to any right of contribution or indemnity from any Finance Party inrespect of any payment it may make under this Clause 5 (*DocumentaryCredits*).

 

## **5.8**                               Role of the L/C Bank

##  

### **(a)****                                 **Nothing in thisAgreement constitutes the L/C Bank as a trustee or fiduciary of any otherperson.

###  

### **(b)****                                 **The L/C Bank shallnot be bound to account to any Lender for any sum or the profit element of anysum received by it for its own account.

###  

### **(c)****                                 **The L/C Bank mayaccept deposits from, lend money to and generally engage in any kind of bankingor other business with any member of the Group.

###  

### **(d)****                                 **The L/C Bank may relyon:

###  

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

####  

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

####  

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

###  

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

###  

### **(g)****                                **The L/C Bank is notresponsible for:

 

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

####  

#### **(ii)****                               **the legality, validity, effectiveness, adequacy or enforceability ofany Finance Document or any other agreement, arrangement or document enteredinto, made or executed in anticipation of or in connection with any FinanceDocument.

####  

## **5.9**                               Exclusion ofLiability

##  

### **(a)****                                 **Without limitingparagraph (b) below, the L/C Bank will not be liable for any action taken by itunder or in connection with any Finance Document, unless directly caused by itsgross negligence or wilful misconduct.

###  

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

###  

## **5.10**                        Credit Appraisal bythe Indemnifying Lenders

##  

Without affectingthe responsibility of any Obligor for information supplied by it or on itsbehalf 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 but notlimited to, those listed in paragraphs (a) to (d) of Clause 31.15 (*Credit Appraisal by the Lenders*).

 

## **5.11**                        Appointment andChange of L/C Bank

##  

### **(a)****                                 **The Agent, with theprior approval of the relevant Lender, the Parent and an Instructing Group, maydesignate any Lender with a Revolving Facility Commitment as an L/C Bank or asa replacement therefor, but not with respect to Documentary Credits alreadyissued by any other L/C Bank.

###  

### **(b)****                                 **Any Lender sodesignated shall become an L/C Bank under this Agreement by delivering to theAgent an executed L/C Bank Accession Certificate.

###  

### **(c)****                                 **An L/C Bank mayresign as issuer of further Documentary Credits at any time on or after thefirst anniversary of the Initial Borrowing Date under this Agreement or iflater, the first anniversary of the date of its appointment as L/C Bank underthis Agreement by giving not less than 3 months’ prior written notice to theAgent and the Parent to expire on or after such first anniversary if (i) theParent and an Instructing Group consent to it or so require, (ii) there is, inthe 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)****                                 **If the L/C Bank doesso resign and no replacement is appointed, any Documentary Credit to be issuedin accordance with the terms of this Agreement will be issued by the Agent onbehalf of the Lenders with Revolving Facility Commitments severally in anamount reflecting their respective L/C Proportions at the date of issuethereof.

 

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## **5.12**                        Assumption ofExisting Documentary Credits

##  

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

 

# **6.**                                      SWINGLINE FACILITIES

# ** **

## **6.1**                               Conditions toUtilisation of Swingline Facilities

##  

Save as otherwiseprovided in this Agreement, a Swingline Facility Advance will be made by therespective Swingline Facility Lenders to the Borrower at the Borrower’s requestif:

 

### **(a)****                                 **the Agent hasreceived from the Borrower a duly completed Utilisation Request stating whetherthe proposed Swingline Facility Advance is a Dollar Swingline Facility Advanceor a Euro Swingline Facility Advance:

###  

#### **(i)****                                   **in the case of a Dollar Swingline Facility Advance, not later than12.00 p.m. (New York time) on the proposed Utilisation Date for such Advance;or

####  

#### **(ii)****                               **in the case of a Euro Swingline Facility Advance, not later than12.00 p.m. (London time) on the proposed Utilisation Date for such Advance,

####  

receipt of whichshall oblige the Borrower to borrow the amount requested on the date statedupon the terms and subject to the conditions contained in this Agreementprovided that no Utilisation Request under the Swingline Facility shall be madeprior to the first Utilisation Request under the Term Facilities;

 

### **(b)****                                 **the proposedUtilisation Date is a Business Day for the proposed Swingline Facility Advancewhich is or precedes the relevant Termination Date;

###  

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

###  

### **(d)****                                 **the aggregate amountof Revolving Facility Outstandings and Swingline Facility Outstandings wouldnot, immediately after making such Swingline Facility Advance, exceed theaggregate Revolving Facility Commitments of the Revolving Facility Lenders;

###  

### **(e)****                                 **the proposed Term ofthe Swingline Facility Advance requested is a period not exceeding 3 monthsending on or before the Final Maturity Date in respect of the RevolvingFacility;

###  

### **(f)****                                   **the UtilisationRequest is sent to the Agent at the address referred to in Clause 42 (*Notices and Delivery of Information*) andconfirmed by a telephone call to the telephone number referred to in Clause 42(*Notices and Delivery of Information*);and

###  

### **(g)****                                **Without in any waylimiting the obligation of the Borrower set out in paragraph (f) above, theAgent may act without liability upon the basis of a telephone call of such

 

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

###  

## **6.2**                               General Conditions toUtilisation of Swingline Facility Advances

##  

If the Borrower requests a Swingline Facility Advancein accordance with Clause 6.1 (*Conditionsto Utilisation of Swingline Facilities*); and, on the proposed datefor the making of such Swingline Facility Advance:

 

### **(a)****                                 **neither of the eventsmentioned in Clause 16.1 (*Market Disruption*)shall have occurred;

###  

### **(b)****                                 **the Euro Amount ofsuch Swingline Facility Advance does not exceed either the Available SwinglineFacility or the Available Revolving Facility;

###  

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

###  

### **(d)****                                 **on and as of theproposed date for the making of such Advance:

###  

#### **(i)****                                   **no Default is continuing or would result from the making of suchAdvance;

####  

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

####  

#### **(iii)****                           **the Repeated Representations made by each Obligor are true in allmaterial respects on the relevant Utilisation Date by reference to thecircumstances then existing,

####  

then, save as otherwise provided herein, suchSwingline Facility Advance will be made in accordance with the provisionshereof.

 

## **6.3**                               Completion of aUtilisation Request for Swingline Facility Advances

##  

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

 

## **6.4**                               Swingline FacilityLender’s Participation

##  

### **(a)****                                 **Each SwinglineFacility Lender will participate through its Facility Office in each SwinglineFacility Advance made pursuant to this Clause 6 in its respectiveProportion immediately prior to the making of that Advance.

###  

### **(b)****                                 **The Agent shallpromptly notify each Swingline Facility Lender of the amount, currency and EuroAmount of each Swingline Facility Advance upon receipt of a UtilisationRequest.

 

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## **6.5**                               Reduction ofAvailable Commitment

##  

If a Swingline Facility Lender’s Swingline FacilityCommitment is reduced in accordance with the terms hereof after the Agent hasreceived the Utilisation Request for a Swingline Facility Advance and suchreduction was not taken into account in the Available Swingline Facility, thenboth the Euro Amount of the relevant Swingline Facility Advance and the amountof that Swingline Facility Advance made or to be made shall be reducedaccordingly.

 

## **6.6**                               Purchase of SwinglineParticipations

##  

### **(a)****                                 **On any Business Day aSwingline Lender may, in its sole discretion, by written notice given to theAgent (and to the other Swingline Facility Lenders) require the RevolvingFacility Lenders to acquire participations on such Business Day in all or aportion of the Swingline Facility Outstandings. Such notice shall specify the aggregate amount of such SwinglineFacility Outstandings in which the Revolving Facility Lenders will participate.  Promptly upon receipt of such notice, theAgent shall give notice thereof to each Revolving Facility Lender, specifyingin such notice each such Revolving Facility Lender’s Proportion of suchSwingline Facility Outstandings.  EachRevolving Facility Lender hereby absolutely and unconditionally agrees, uponreceipt of notice as provided above, to pay to the Agent for the account of theapplicable Swingline Facility Lenders, such Revolving Facility Lender’sProportion of such Swingline Facility Outstandings.

###  

### **(b)****                                 **Each RevolvingFacility Lender acknowledges and agrees that its respective obligation toacquire participations in Swingline Facility Outstandings pursuant to thisClause 6.6 is absolute and unconditional and shall not be affected by anycircumstance whatsoever, including the occurrence and continuance of anyDefault or Event of Default or reduction or termination of the Commitments andthat each such payment shall be made without any offset, abatement, withholdingor reduction whatsoever.  Each RevolvingFacility Lender shall comply with its obligations under this Clause 6.6 by wiretransfer of immediately available funds in the same manner as provided inClause 35 (*Payments*) and theAgent shall promptly pay to the applicable Swingline Facility Lender the amountso received by it from each such Revolving Facility Lender.

###  

### **(c)****                                 **The Agent shallpromptly notify the applicable Borrower of any participations in any SwinglineFacility Outstandings acquired pursuant to this Clause 6.6 and thereafterpayments in respect of such Swingline Facility Outstandings shall be made tothe Agent and not to the applicable Swingline Facility Lender.  Any amounts received by a Swingline FacilityLender from the applicable Borrower (or other party on behalf of such Borrower)in respect of any Swingline Facility Outstandings after receipt by suchSwingline Facility Lender of the proceeds of a sale of participations thereinshall be promptly remitted to the Agent; any such amounts received by the Agentshall be promptly remitted by the Agent to the Revolving Facility Lenders thatshall have made their payments pursuant to this Clause 6.6 and to suchSwingline Facility Lender, as their interests may appear; provided that anysuch payment so remitted shall be repaid to such Swingline Facility Lender orto the Agent, as applicable, if and to the extent such payment is required tobe refunded to the applicable Borrower. The purchase of participations in Swingline Facility Outstandingspursuant to this Clause 6.6 shall not relieve the applicable Borrower of any Defaultin the payment thereof.

 

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## **6.7**                               Consequences of aSwingline Facility Advance not being repaid

##  

### **(a)****                                 **If a SwinglineFacility Advance is not repaid on its due date, each Revolving Facility Lendermust pay to the Agent for the account of the Swingline Facility Lenders anamount calculated as described below within three Business Days of demand bythe Agent.

###  

### **(b)****                                 **The amount (if any)required to be paid by a Revolving Facility Lender is the proportion of the SwinglineFacility Advance not repaid which the Revolving Facility Commitment of thatRevolving Facility Lender bears to the aggregate amount of the RevolvingFacility Commitments less the amount of its participation, before anyadjustment under this Clause 6.7, in the unpaid amount of the SwinglineFacility Advance together with any interest accrued and unpaid on that amountfrom the date on which such Swingline Facility Advance was made to the date ofpayment by that Revolving Facility Lender. If this produces a negative figure for a Revolving Facility Lender, noamount need be paid by that Revolving Facility Lender.

###  

### **(c)****                                 **On a payment underthis Clause 6.7, the paying Revolving Facility Lender will be subrogated to therights of the Swingline Facility Lenders which have shared in the paymentreceived.

###  

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

###  

### **(e)****                                 **Any payment underthis Clause 6.7 does not reduce the obligations in aggregate of the Borrower.

###  

# **7.**                                      UNCOMMITTED INCREMENTAL FACILITIES

# ** **

## **7.1**                               Incremental TermFacility

##  

### **(a)****                                 ****IncrementalTerm Facility Commitments**

###  

#### **(i)****                                   **The Borrower shall have the right, in consultation and coordinationwith the Agent as to all of the matters set forth below in this Clause 7.1, butwithout requiring the consent of any of the Lenders, to request at any time andfrom time to time after the Syndication Date and prior to the relevantTermination Date for the respective Tranche of Incremental Term Facility Advancesthat one or more Lenders or one or more Eligible Institutions provide to theBorrower Incremental Term Facility Commitments under such Tranche ofIncremental Term Facility as designated in the respective Incremental TermFacility Commitment Agreement and, subject to the terms and conditionscontained in this Agreement and in the respective Incremental Term FacilityCommitment Agreement, make Incremental Term Facility Advances pursuant thereto,so long as:

####  

**(A)**                               no Default or Event of Default then existsor would result therefrom and all of the Repeating Representations containedherein and in the

 

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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);

 

**(B)**                               the Borrower and its Subsidiaries will bein compliance with Clause 24 (*FinancialCondition*) on a Pro Forma Basis after giving effect to eachincurrence of Incremental Term Facility Advances and the application of theproceeds therefrom; and

 

**(C)**                               on or before the date of each IncrementalTerm Facility Commitment Agreement, the Borrower shall have delivered to theAgent a certificate of the Authorised Representative of the Borrower certifying(A) which provisions (if any) of the Permitted Subordinated IndebtednessDocuments the respective incurrence of Incremental Term Facility Advances willbe allowed under and demonstrating in reasonable detail that the full amount ofsuch Incremental Term Facility Advances may be incurred in accordance with, andwill 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 (e) (*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 the Borrower and the Agent anIncremental Term Facility Commitment Agreement as provided in paragraph (b) (*Incremental Term Facility Commitment Agreement*)of this Clause 7.1, such Lender shall not be obligated to fund any IncrementalTerm 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 Borrower;

 

**(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 theEuro Amount thereof as determined at the time that Incremental Term FacilityCommitments are obtained);

 

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**(E)**                                 the aggregate amount of all IncrementalTerm Facility Commitments permitted to be provided pursuant to this Clause 7.1shall not exceed $372,000,000 (or the Euro Amount thereof as determined at thetime that such Incremental Term Facility Commitments are obtained) (it beingunderstood and agreed, however, to the extent that any such IncrementalTerm Facility Commitments are obtained but later expire, terminate or arevoluntarily reduced in each case without being utilised, the amount of suchIncremental Term Facility Commitments so expired, terminated or voluntarilyreduced may again be available to be obtained under this Clause 7.1 within thelimits 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 theBorrower and each Incremental Term Facility Lender;

 

**(G)**                               each Tranche of the Incremental TermFacility shall have (i) a Final Maturity Date of no earlier than the FinalMaturity Date of the C Facilities and (ii) a Weighted Average Life to Maturityof no less than the Weighted Average Life to Maturity as then remaining for theC 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 (including, without limitation, any relatedredemption or repurchase fees).  The dateof the consummation of a Permitted Acquisition (as well as the date on whichany Indebtedness assumed as part of such Permitted Acquisition is to berefinanced) or, as the case may be, the date of the redemption of the SeniorSubordinated Notes being prepaid with the proceeds of such Incremental TermFacility Advance, shall occur no later than 10 Business Days after the date ofthe 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 each Trancheof Incremental Term Facility*) of this Clause 7.1 are satisfied inwhich case such Tranche shall be added on to an existing Tranche of theIncremental Term Facility (or Incremental Term Facility Commitments) or anotherC Facility Advance in accordance with paragraph (c) (*Constitution of each Tranche of Incremental Term Facility*)of this Clause 7.1;

 

**(J)**                                 all Incremental Term Facility Advances(and all interest, fees and other amounts payable thereon) shall be obligationsunder this Agreement

 

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andthe other applicable Finance Documents and shall be secured by the SecurityDocuments, 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.

 

### **(b)****                                 ****IncrementalTerm Facility Commitment Agreement**

###  

At the time of theprovision of Incremental Term Facility Commitments pursuant to thisClause 7, the Borrower, each other Obligor, the Agent and each such Lenderor other Eligible Institution which agrees to provide an Incremental TermFacility Commitment (each, an “**IncrementalTerm Facility Lender**”) shall execute and deliver to the Borrower andthe Agent an Incremental Term Facility Commitment Agreement, appropriatelycompleted (with the effectiveness of the Incremental Term Facility Commitmentprovided therein to occur on the date set forth in such Incremental TermFacility Commitment Agreement, which date in any event shall be no earlier thanthe date on which all fees required to be paid in connection therewith at thetime of such effectiveness shall have been paid, all conditions set forth inthis Clause 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)****                                   **the Parent, the Borrower and its Subsidiaries shall have deliveredsuch technical 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)****                               **the Agent shall have received an opinion or opinions, in form andsubstance reasonably satisfactory to the Agent, from counsel reasonablysatisfactory to the Agent and dated such date, covering such of the matters setforth in the opinions of counsel delivered to the Agent on the InitialBorrowing Date pursuant 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;

 

77

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#### **(iii)****                           **the Borrower and the other Obligors shall have delivered to theAgent such other officers’ certificates, resolutions and evidence of goodstanding as the Agent shall reasonably request; and

####  

#### **(iv)****                              **in addition to the applicable conditions precedent set forth in PartI of Schedule 3 (*Conditions Precedent toFirst Utilisation*), the Agent shall have received from theAuthorised Representative of the Borrower a certificate certifying that theconditions set forth in paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (*Incremental Term Facility*) have beensatisfied (together with calculations demonstrating same (where applicable) inreasonable detail and copies of the certificate set forth in such paragraph(a)(i)(C)) of Clause 7.1 (*Incremental TermFacility*).

####  

The Agent shall promptlynotify each Lender as to the effectiveness of each Incremental Term FacilityCommitment Agreement and, at such time, Part I of Schedule 1 (*Lenders and Commitments*) shall be deemed modified to reflectthe Incremental Term Facility Commitments of such Incremental Term FacilityLenders.

 

### **(c)****                                 ****Constitution ofeach Tranche of Incremental Term Facility**

###  

Notwithstandinganything to the contrary contained above in this Clause 7.1, the IncrementalTerm Facility Commitments provided by an Incremental Term Facility Lender orIncremental Term Facility Lenders, as the case may be, pursuant to eachIncremental Term Facility Commitment Agreement shall constitute a new Tranche,which shall be separate and distinct from the existing Tranches pursuant tothis Agreement provided that, with the consent of the Agent, the parties to agiven Incremental Term Facility Commitment Agreement may specify therein thatthe respective Incremental Term Facility Advance made pursuant thereto shallconstitute part of, and be added to, an existing Tranche of Incremental TermFacility Advances or to the C1 Facility Advances or C2 Facility Advances, ineither case so long as the following requirements are satisfied:

 

#### **(i)****                                   **the Incremental Term Facility Advances to be made pursuant to suchIncremental Term Facility Commitment Agreement shall be made to the Borrower,shall be denominated in the same currency, shall have the same Final MaturityDate and shall have the same Applicable Margins as the Facility to which thenew Incremental Term Facility Advances are being added;

####  

#### **(ii)****                               **the new Incremental Term Facility Advances shall have the samescheduled repayment dates as then remain with respect to the Tranche to whichsuch new Incremental Term Facility Advances are being added (with the amount ofeach repayment applicable to such new Incremental Term Facility Advances to bethe same (on a proportionate basis) as is theretofore applicable to the Trancheto which such new Incremental Term Facility Advances are being added, therebyincreasing the amount of each then remaining repayment of the respectiveTranche proportionately); and

####  

#### **(iii)****                           **on the date of the making of such new Incremental Term FacilityAdvances, and notwithstanding 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

 

78

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#### respective Tranche, and so that the existingLenders with respect to such Tranche continue to have the same participation(by amount) in each borrowing as they had before the making of the newIncremental Term Facility Advances of such Tranche.

####  

## **7.2**                               Incremental RevolvingFacility

##  

### **(a)****                                 ****IncrementalRevolving Facility Commitments**

###  

#### **(i)****                                   **The Borrower shall have the right, in consultation and coordinationwith the Agent as to all of the matters set forth below in this Clause 7.2, butwithout requiring the consent of any of the Lenders, to request at any time andfrom time to time after the Syndication Date and prior to the Termination Datefor the Incremental Revolving Facility that one or more Lenders or one or moreEligible Institutions provide to the Borrower 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 theother Finance Documents are true and correct in all material respects at suchtime (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 IncrementalRevolving Facility Commitment and executed and delivered to the Borrower andthe Agent an Incremental Revolving Facility Commitment Agreement as provided inparagraph (b) (*Incremental RevolvingFacility Commitment Agreement*) of this Clause 7.2, such Lender shallnot 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 Borrower;

 

**(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;

 

79

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**(E)**                                 the aggregate amount of all IncrementalRevolving Facility Commitments permitted to be provided pursuant to this Clause7.2 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 theBorrower 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 *paripassu*basis with all other Revolving Facility Outstandings.

 

### **(b)****                                 ****IncrementalRevolving Facility Commitment Agreement**

###  

At the time of theprovision of Incremental Revolving Facility Commitments pursuant to thisClause 7, the Borrower, each other Obligor, the Agent and each such Lenderor other Eligible Institution which agrees to provide an Incremental RevolvingFacility Commitment (each, an “**IncrementalRevolving Facility Lender**”) shall execute and deliver to theBorrower 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 and allother conditions precedent that may be set forth in such Incremental RevolvingFacility 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 increased bythe aggregate amount of such Incremental Revolving Facility Commitments, (ii) SectionA of Part I of Schedule 1 (*Lenders andCommitments*) shall be deemed modified to reflect the revisedRevolving Facility Lenders.  In additionon or prior to the effective date of the respective Incremental RevolvingFacility Commitment Agreement:

 

#### **(i)****                                   **the Parent, the Borrower and its Subsidiaries shall have deliveredsuch technical 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)****                               **the Agent shall have received an opinion or opinions, in form andsubstance reasonably satisfactory to the Agent, from counsel reasonably satisfactoryto the Agent and dated such date, covering such of the matters set forth in theopinions of counsel delivered to the Agent on the Initial Borrowing Date

 

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#### pursuant to Clause 3.1 (*Conditions Precedent*) as may be reasonablyrequested by the Agent, and such other matters incident to the transactionscontemplated thereby as the Agent may reasonably request;

####  

#### **(iii)****                           **the Borrower and the other Obligors shall have delivered to theAgent such other officers’ certificates, resolutions and evidence of goodstanding as the Agent shall reasonably request; and

####  

#### **(iv)****                              **in addition to the applicable conditions precedent set forth in PartI of Schedule 3 (*Conditions Precedent toFirst Utilisation*), the Agent shall have received from theAuthorised Representative of the Borrower a certificate certifying that theconditions set forth in paragraphs (a)(i) (*IncrementalRevolving Facility Commitments*) of this Clause 7.2 have beensatisfied.

####  

### **(c)****                                 ****Constitution ofIncremental Revolving Facility**

###  

At the time of anyprovision of Incremental Revolving Facility Commitments pursuant to this Clause7.2, the Borrower shall, in coordination with the Agent, repay outstandingRevolving Facility Advances of certain of the Revolving Facility Lenders, andincur additional Revolving Facility Advances from certain other RevolvingFacility Lenders (including the Incremental Revolving Facility Lenders), ineach case to the extent necessary so that all of the Revolving Facility Lendersparticipate in each Utilisation under the Revolving Facility prorataon the basis of their respective Revolving Facility Commitments (after givingeffect to any increase in the Revolving Facility pursuant to this Clause 7.2and with the Borrower being obligated to pay to the respective RevolvingFacility Lenders any costs of the type referred to in Clause 33 (*Borrower’s Indemnities*) in connection withany such repayment and/or Utilisation.

 

# **8.**                                      OPTIONAL CURRENCIES

# ** **

## **8.1**                               Selection of Currency

##  

The Borrower (orthe Parent on its behalf) shall select the currency of an Advance made to it(which shall be euro or an Optional Currency) in the Utilisation Requestrelating to the relevant Advance provided that an A Facility Advance shall bemade in euro, a B1 Facility Advance and a C1 Facility Advance shall be made indollars and a B2 Facility Advance and a C2 Facility Advance shall be made ineuro.

 

## **8.2**                               No Change of Currency

##  

Once utilised, noTerm Facility Advance shall be outstanding in any currency other than thecurrency in which it was first utilised.

 

# **9.**                                      REPAYMENT OF REVOLVING AND SWINGLINE FACILITYOUTSTANDINGS

 

## **9.1**                               Repayment ofRevolving Facility Advances

##  

Each Borrower 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

 

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jurisdictionfor payment, payment shall instead be made on the next succeeding Business Day.

 

## **9.2**                               Rollover Advances

##  

Without prejudiceto the Borrower’s obligation to repay the full amount of each RevolvingFacility Advance on the applicable Repayment Date, where, on the same day onwhich the Borrower is due to repay a Revolving Facility Advance (a “**Maturing Advance**”) the 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 the Borrower is actuallyrequired to repay or, as the case may be, the amount which the Lenders areactually required to advance to the Borrower, shall be the net amount remainingafter such netting off provided that the Borrower shall not be permitted torollover 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

##  

In relation to anyunexpired Documentary Credit, the Borrower may give the Agent not less than 3Business Days’ prior written notice of its intention to repay a DocumentaryCredit issued to it, and, having given such notice, shall procure that therelevant Outstanding L/C Amount in respect of such Documentary Credit isreduced to zero and repaid in full by providing cash cover therefor (inaccordance with 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.**                               REPAYMENT OF TERM FACILITY OUTSTANDINGS

# ** **

## **10.1**                        Repayment of AFacility Outstandings

##  

The Borrower shallmake such repayments as may be necessary to ensure that on each of the datesset out in the table below (each an “**AFacility Repayment Date**”) the aggregate Euro Amount of the AFacility Outstandings (as at the close of business in London on the TerminationDate relating to the A Facility) is reduced by an amount equal to thepercentage of such A Facility Outstandings set out in the table below providedthat the final Repayment Date shall be the Final Maturity Date for the AFacility and the aggregate amount of all A Facility Outstandings shall berepayable on such A Facility Repayment Date.

 
| **Repayment Dates** | ** ** | **Percentage of A Facility Outstandings Repayable** |
|---------------------|------------|-----------------------------------------------------|
| ** **          | ** ** | ** **                                          |
| 31 March 2004       |       | 1.625 per cent.                                     |
|                |       |                                                |
| 30 June 2004        |       | 1.625 per cent.                                     |

 

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| **Repayment Dates** | ** ** | **Percentage of A Facility Outstandings Repayable** |
|---------------------|------------|-----------------------------------------------------|
|                |       |                                                |
| 30 September 2004   |       | 1.625 per cent.                                     |
|                |       |                                                |
| 31 December 2004    |       | 1.625 per cent.                                     |
|                |       |                                                |
| 31 March 2005       |       | 3.375 per cent.                                     |
|                |       |                                                |
| 30 June 2005        |       | 3.375 per cent.                                     |
|                |       |                                                |
| 30 September 2005   |       | 3.375 per cent.                                     |
|                |       |                                                |
| 31 December 2005    |       | 3.375 per cent.                                     |
|                |       |                                                |
| 31 March 2006       |       | 3.375 per cent.                                     |
|                |       |                                                |
| 30 June 2006        |       | 3.375 per cent.                                     |
|                |       |                                                |
| 30 September 2006   |       | 3.375 per cent.                                     |
|                |       |                                                |
| 31 December 2006    |       | 3.375 per cent.                                     |
|                |       |                                                |
| 31 March 2007       |       | 5.5 per cent.                                       |
|                |       |                                                |
| 30 June 2007        |       | 5.5 per cent.                                       |
|                |       |                                                |
| 30 September 2007   |       | 5.5 per cent.                                       |
|                |       |                                                |
| 31 December 2007    |       | 5.5 per cent.                                       |
|                |       |                                                |
| 31 March 2008       |       | 5.5 per cent.                                       |
|                |       |                                                |
| 30 June 2008        |       | 5.5 per cent.                                       |
|                |       |                                                |
| 30 September 2008   |       | 5.5 per cent.                                       |
|                |       |                                                |
| 31 December 2008    |       | 5.5 per cent.                                       |
|                |       |                                                |
| 31 March 2009       |       | 5.625 per cent.                                     |
|                |       |                                                |
| 30 June 2009        |       | 5.625 per cent.                                     |
|                |       |                                                |
| 30 September 2009   |       | 5.625 per cent.                                     |
|                |       |                                                |
| 31 December 2009    |       | 5.625 per cent.                                     |

 

Provided that inthe event the Senior Subordinated Notes are not Refinanced on or before 1November 2008, the Final Maturity Date with respect to the A Facility shall be1 May 2009 and on and from 1 November 2008 the A Facility Repayment Dates andthe percentage of the A Facility Outstandings payable on such dates shall be asfollows:

 

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| **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**                        Repayment of CFacility Outstandings

##  

The Borrower shallmake such repayments as may be necessary to ensure that on each of the datesset out in the table below (each a “**CFacilities Repayment Date**”) the aggregate Euro Amount of the C1Facility Outstandings (as at the close of business in London on the SecondAmendment Effective Date and the aggregate amount of the C2 FacilityOutstandings (as at the close of business in London on the Second AmendmentEffective Date) are each reduced by an amount equal to the percentage of such CFacility Outstandings set out in the table below provided that the finalRepayment Date shall be the Final Maturity Date for the C Facilities and theaggregate amount of all C Facility Outstandings shall be repayable on such CFacilities Repayment Date.

 
| **Repayment Dates** | ** ** | **Percentage of C Facility Outstandings Repayable** |
|---------------------|------------|-----------------------------------------------------|
| ** **          | ** ** | ** **                                          |
| 30 September 2004   |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 December 2004    |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 March 2005       |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 June 2005        |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 September 2005   |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 December 2005    |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 March 2006       |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 June 2006        |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 September 2006   |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 December 2006    |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 March 2007       |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 June 2007        |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 September 2007   |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 December 2007    |       | 0.25 per cent.                                      |

 

84

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| **Repayment Dates** | ** ** | **Percentage of C Facility Outstandings Repayable** |
|---------------------|------------|-----------------------------------------------------|
|                |       |                                                |
| 31 March 2008       |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 June 2008        |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 September 2008   |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 December 2008    |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 March 2009       |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 June 2009        |       | 0.25 per cent.                                      |
|                |       |                                                |
| 30 September 2009   |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 December 2009    |       | 0.25 per cent.                                      |
|                |       |                                                |
| 31 March 2010       |       | 23.5 per cent.                                      |
|                |       |                                                |
| 30 June 2010        |       | 23.5 per cent.                                      |
|                |       |                                                |
| 30 September 2010   |       | 23.5 per cent.                                      |
|                |       |                                                |
| 31 December 2010    |       | 24.0 per cent.                                      |

 

Provided that:

 

**(a)**                                  in theevent the Senior Subordinated Notes are not Refinanced on or before 1 November2008, the Final Maturity Date with respect to the C Facilities shall be 1 May2009 and on and from 1 November 2008 the C Facilities Repayment Dates and thepercentage of the C1 Facility Outstandings and C2 Facility Outstandings payableon such dates shall be as follows:

 
| **Repayment Dates** | ** ** | **Percentage of C Facility Outstandings** |
|---------------------|------------|-------------------------------------------|
| ** **          | ** ** | ** **                                |
| 31 December 2008    |       | 0.25 per cent.                            |
|                |       |                                      |
| 31 March 2009       |       | 47.75 per cent.                           |
|                |       |                                      |
| 1 May 2009          |       | 47.75 per cent.                           |

 

**(b)**                                  in the event the Senior SubordinatedNotes have been Refinanced on or before 1 November 2008 and any of the ParentPreference Shares C remain outstanding as at 1 October 2009, the FinalMaturity Date with respect to the C Facilities shall be 30 April 2010 and onand from 1 October 2009 the C Facilities Repayment Dates and the percentage ofthe C1 Facility Outstandings and C2 Facility Outstandings payable on such datesshall be as follows:

 

85

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| **Repayment Dates** | ** ** | **Percentage of C Facility Outstandings** |
|---------------------|------------|-------------------------------------------|
| ** **          | ** ** | ** **                                |
| 31 December 2009    |       | 0.25 per cent.                            |
|                |       |                                      |
| 31 March 2010       |       | 47.25 per cent.                           |
|                |       |                                      |
| 1 May 2010          |       | 47.25 per cent.                           |

 

## **10.4**                        Repayment ofIncremental Term Facility Outstandings

##  

The Borrower shallbe required to make, with respect to each Tranche of Incremental Tern FacilityAdvances, to the extent then outstanding, scheduled amortisation payments ofsuch Tranche of Incremental Term Facility Advances on the dates (the “**Incremental Term Facility Repayment Dates**”)and in the principal amounts set forth in the respective Incremental TermFacility Commitment Agreement (each such repayment, as the same may be reducedas provided in Clauses 12 (*VoluntaryPrepayment*) and 13 (*MandatoryPrepayment*), an “**Incremental TermFacility Scheduled Repayment**”).

 

## **10.5**                        No Reborrowing ofTerm Facility Advances

##  

No Borrower mayreborrow any part of any Term Facility which is repaid (including, for theavoidance of doubt, any part of the B1 Facility which is converted into C1Facility Advances pursuant to the B1 Facility Conversion or any part of the B2Facility which is converted into C2 Facility Advances pursuant to the B2Facility Conversion).

 

# **11.**                               CANCELLATION

# ** **

## **11.1**                        VoluntaryCancellation

##  

### **(a)****                                 **Subject to Clause11.2 (*Restriction*), the Borrower may, by givingto the Agent not less than 3 Business Days’ prior written notice to thateffect, cancel the whole or any part (being a minimum amount 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)****                                 **In the event ofcertain 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 Borrower may, subject to the applicable requirements of Clause 45.7(*Replacement of non-Instructing Group Lender*),upon five Business Days’ written notice by the Borrower to the Agent (whichnotice the Agent shall promptly transmit to each of the Lenders) terminate allor, as the case may be, any Commitment, if any, of such Lender, so long as:

###  

#### **(i)****                                   **the Outstandings with respect to such Commitment being cancelled,together with accrued and unpaid interest, fees and all other amounts, owing tosuch Lender (excluding amounts owing in respect of Outstandings of any otherFacility maintained by such Lender which are not being repaid pursuant toClause 45.7 (*Replacement of non-InstructingGroup Lender*)) are repaid concurrently with the effectiveness ofsuch termination (at which time Part I of Schedule 1 (*Lenders and Commitments*) shall be deemedmodified to reflect such changed amounts); and

 

86

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#### **(ii)****                               **after giving effect to such termination (and other adjustments toeach Lender’s Proportion of the Revolving Facility Commitment and/or relatedL/C Proportion of the remaining Lenders as contemplated below), none of theRevolving Facility Outstandings of any remaining Lender shall exceed itsRevolving Facility Commitment.  

####  

### **(c)****                                 **After giving effectto the termination of the Commitments of any Lender pursuant to the provisionsof paragraph (b) above, unless the respective Lender continues to have Term FacilityOutstandings or other Commitments (if any) hereunder, such Lender shall nolonger constitute a “Lender” for purposes of this Agreement, except withrespect to indemnifications under this Agreement (including, withoutlimitation, 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)****                                 **Immediately after theRevolving Facility Commitment of any Lender is terminated pursuant to paragraph(b) above, there shall occur automatic consequential adjustments (as determinedby the Agent) in each Lender’s Proportion of Revolving Facility Commitments(and as a result thereof in the related L/C Proportions) of the remainingRevolving Facility Lenders.

###  

## **11.2**                        Restriction

 

The Borrower maynot give a notice of cancellation pursuant to Clause 11.1 (*VoluntaryCancellation*) in respect of any amount of the Available TermFacilities required to refinance, in full, the Existing Credit Agreement.

 

## **11.3**                        Notice ofCancellation

 

Any notice ofcancellation given by the Borrower pursuant to Clause 11.1 (*Voluntary Cancellation*) shall be irrevocable and shallspecify the date upon which such cancellation is to be made and the amount ofsuch cancellation.

 

## **11.4**                        Cancellation ofAvailable Commitments

 

On each TerminationDate any Available Commitments in respect of the Facility to which suchTermination Date relates shall automatically be cancelled and the Commitment ofeach Lender in relation to such Facility shall automatically be reduced tozero.

 

# **12.**                               VOLUNTARY PREPAYMENT

 

## **12.1**                        Voluntary Prepayment

 

### **(a)****                                 **The Borrower shall,if it (or the Parent on its behalf) has given to the Agent not less than 3Business Days’ prior written notice to that effect, repay an Advance in wholeor in part (but if in part, in an amount that reduces the Euro Amount of therelevant Advance by a minimum amount of €1,000,000 and an integral multiple of€1,000,000) together with accrued interest on the amount repaidwithout premium or penalty but subject to the payment of any Break Costs.

###  

### **(b)****                                 **In the event ofcertain refusals by a Lender as provided in Clause 45.7 (*Replacement of non-Instructing Group Lender*)to consent to certain proposed changes, waivers,

 

87

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dischargesor terminations with respect to this Agreement which have been approved by theInstructing Group, the Borrower may, upon five Business Days’ written notice byan Authorised Representative of the Borrower to the Agent (which notice theAgent shall 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)****                                   **in the case of the repayment of Revolving Facility Outstandings ofany Lender pursuant to this paragraph (b), the Revolving Facility Commitment ofsuch Lender (if any), is terminated concurrently with such repayment (at whichtime Part I of Schedule 1 (*Lenders andCommitments*) shall be deemed modified to reflect the changedRevolving Facility Commitments); and

####  

#### **(ii)****                               **in the case of the repayment of any Term Facility Outstandings ofany Lender pursuant 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 of Prepaymentand Cancellation in relation to a single Lender

##  

If any Lender isowed any amounts as set out in paragraph (b) of Clause 21.1 (*Replacement of Lenders*), the Borrowershall have the rights as set out in Clause 21.1 (*Replacement of Lenders*).

 

## **12.3**                        Application ofVoluntary Prepayments

##  

### **(a)****                                 ****Order ofApplication**:  Any repayment made pursuant to paragraph (a)of Clause 12.1 (*Voluntary Prepayment*) in respectof a Term Facility Advance shall, subject to the provisions of paragraph (b) (*Waivable Voluntary Repayment*) of thisClause 12.3, be applied either:

###  

#### **(i)****                                   **to the prepayment of A Facility Advances, B1 Facility Advances, B2Facility Advances, C1 Facility Advances, C2 Facility Advances and anyIncremental Term Facility Advances pro rata to the respective Term FacilityOutstandings; in relation to each Facility such prepayment shall be appliedagainst all remaining Scheduled Repayments of such Facility pro rata to the respectiveamounts of such Scheduled Repayments; or 

####  

#### **(ii)****                               **if the Borrower so elects, 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 after the date of the respective voluntary prepayment, appliedin respect of each Scheduled Repayment Date to repay in full all ScheduledRepayments of all Term Facilities due on such Scheduled Repayment Date or, ifthe prepayment is insufficient to make such repayment in full in respect of a ScheduledRepayment Date, to the

 

88

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ScheduledRepayments 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, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2Facility Advances and any Incremental Term Facility Advances pro rata to therelevant Term Facility Outstandings (as reduced by the prepayments referred toin paragraph (A) above); in relation to each Facility such prepayment shall beapplied against all remaining Scheduled Repayments of such Facility pro rata tothe respective amounts of such Scheduled Repayments.

 

### **(b)****                                 ****Waivable VoluntaryRepayment**:  In relation to any repayment made pursuant toClause 12.1 (*Voluntary Prepayment*)in respect of a Term Facility Advance and without prejudice to paragraph (a)above, which is required to be applied to C Facility Advances, if on or priorto the date of the respective voluntary repayment pursuant to this Clause 12,the Borrower has given the Agent written notification that it has elected togive each Lender with C Facility Outstandings the right to waive such Lender’srights to receive such repayment (the “**Waivable Voluntary Repayment**”) the Agent shallnotify such Lenders of such receipt and the amount of the repayments to beapplied to each such Lender’s Proportion of C Facility Outstandings, providedthat in no event shall the aggregate amount of any Waivable Voluntary Repaymentexceed the aggregate principal amount of Term Facility Outstandings (excludingC Facility Outstandings) after giving effect to any applications of payments(other than any reallocation of the respective Waivable Voluntary Repaymentpursuant to this sub-paragraph (b)) to such other Term Facility Outstandings asa result of the repayments then being made pursuant to this Clause 12.

###  

**WaiveMechanics**:  In the event any Lender with C FacilityOutstandings desires to waive its right to receive any such Waivable VoluntaryRepayment in whole or in part, such Lender shall so advise the Agent no laterthan 5:00 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 C 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 the totalpayment.  In the event that any suchLender waives its rights to any such Waivable Voluntary Repayment, the Agentshall apply 100 per cent. of the amount so waived by such Lenders to:

 

(x)                                   repay the Term Facility Outstandings(excluding the C Facility Outstandings) in accordance with sub-paragraph (a)above; and 

 

(y)                                 to the extent in excess of the amount 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 Revolving FacilityOutstandings (in each case as in effect before giving effect to suchreduction).

 

89

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**CashCollateral**:  If the Borrower elects to give the noticedescribed above in this sub-paragraph (b) with respect to any voluntaryrepayment, the amount of the respective Waivable Voluntary Repayment shall bedeposited with the Agent on the date the voluntary repayment is otherwise madepursuant to sub-paragraph (a) above (and held by the Agent as cash collateralfor the C Facility Outstandings and, but only to the extent Lenders with CFacility Outstandings waive their right to receive their share of the WaivableVoluntary Repayment, for the benefit of all Lenders in a cash collateralaccount which shall permit the investment thereof in Cash Equivalentsreasonably satisfactory to the Agent until the proceeds are applied to theapplicable Outstandings) and the respective repayment shall not be required tobe made until the seventh Business Day occurring after the date the respectiverepayment would otherwise have been required to be made.

 

**PartialWaiver of Repayment**:  Notwithstanding anything to the contrarycontained above, if one or more Lenders holding C Facility Outstandings waivesits right to receive all or any part of any Waivable Voluntary Repayment, butless than all the Lenders holding the respective C Facility Outstandings waivein full their right to receive 100 per cent. of the total payment otherwiserequired with respect to the respective C Facility Outstandings, then of theamount actually applied to the repayment of the respective C FacilityOutstandings of Lenders which have waived in part, but not in full, their rightto receive 100 per cent. of such repayment, such amount shall be applied toeach C Facility Advance of the respective C Facility Outstandings on a *pro rata* basis (so that each Lender holding C FacilityOutstandings shall, after giving effect to the application of the respectiverepayment, maintain the same percentage (as determined for such Lender, but notthe same percentage as the other Lenders hold and not the same percentage heldby such Lender prior to repayment) of each C Facility Advance which remainsoutstanding after giving effect to such application).  For the avoidance of doubt any amount to beapplied in accordance with this paragraph shall only apply to such portion (ifany) of the C Facility Outstandings which such C Facility Lender has notwaived.

 

## **12.4**                        Release fromObligation to make Advances

##  

A Lender for whoseaccount a repayment is to be made under Clause 12.2 (*Right ofPrepayment 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 of Repayment

##  

Any notice ofrepayment given by the Borrower or the Parent, as the case may be, pursuant toClauses 12.1 (*Voluntary Prepayment*) or 12.2 (*Right of Prepayment and Cancellation in relation to a single Lender*)shall be irrevocable, shall specify the date upon which such repayment is to bemade and the amount of such repayment and shall oblige the Borrower to makesuch repayment on such date.

 

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## **12.6**                        Restrictions onRepayment

##  

No Obligor shallrepay all or any part of any Advance (including, at any time, a RevolvingFacility Advance) except at the times and in the manner expressly provided forin this Agreement.

 

## **12.7**                        Cancellation uponRepayment

##  

No amount repaidunder this Agreement may subsequently be reborrowed other than any amount of aRevolving Facility Advance or, as the case may be, a Swingline Facility Advancerepaid in accordance with Clause 9.1 (*Repayment of RevolvingFacility Advances*) and upon any repayment (other than in respect ofa Revolving Facility Advance, as aforesaid) the availability of the relevantFacility shall be reduced by an amount corresponding to the amount of suchrepayment and the Available Commitment of each Lender in relation to thatFacility shall be cancelled in an amount equal to such Lender’s Proportion ofthe amount repaid.  In the event theproceeds of any repayment applied in accordance with Clauses 12 (*Voluntary Prepayment*) and 13 (*Mandatory Prepayment*) exceeds the amountof Term Facility Outstandings at such time, any such excess shall be applied topermanently reduce the Available Revolving Facility.  

 

# **13.**                               MANDATORY PREPAYMENT 

#  

## **13.1**                        Repayment from NetProceeds

##  

### **(a)****                                 ****Equity Issue:** The Parent shallprocure that on each date on which the Parent or any of its Subsidiaries (otherthan a member of the CEAL Group to which the CEAL Exception Conditions apply)receives any net cash proceeds from any sale or issuance of Preferred Stock orcommon equity of (or cash capital contributions to) the Parent or any of itsSubsidiaries an amount equal to 50 per cent. of the Net Cash Proceeds of therespective equity issuance or capital contribution shall be applied inaccordance with Clause 13.3 (*Application ofMandatory Prepayments*), other than in relation to:

###  

#### **(i)****                                   **the issuances of the Parent Common Stock in accordance with anyemployee incentive plan of the Parent and its Subsidiaries (including as aresult of the exercise of any options with respect thereto) in an aggregateamount not to exceed €30,000,000 in any fiscal year of the Parent;

####  

#### **(ii)****                               **the equity contributions to any Subsidiary of the Parent made by theParent or any other Subsidiary of the Parent;

####  

#### **(iii)****                           **the issuance of shares specifically for the Refinancing of theSenior Subordinated Notes and/or the Parent Preferred Stock; and

####  

#### **(iv)****                              **the issuance of the Parent Common Stock in an aggregate amount notto exceed €3,000,000 in any fiscal year of the Parent.

####  

### **(b)****                                 ****Asset Sale:** The Parent shallprocure that on each date upon which the Parent or any of its Subsidiaries(other than a member of the CEAL Group to which the CEAL Exception Conditionsapply) receives Net Sale Proceeds from any Asset Sale (including, for theavoidance of doubt, in relation to any sale, lease or disposal of CEAL or allor substantially all of the assets of the CEAL Group), an amount equal to 100per cent. of the Net Sale Proceeds from such Asset Sale shall be applied in

 

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### accordancewith Clause 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:

###  

#### **(i)****                                   **if the Consolidated Leverage Ratio is greater than 3.75:1.00 on thedate of the respective Asset Sale (before giving effect to any application ofproceeds thereof), up to €15,000,000; or

####  

#### **(ii)****                               **if the Consolidated Leverage Ratio is less than or equal to3.75:1.00 on the date of the respective Asset Sale (before giving effect to anyapplication of the proceeds thereof), up to €50,000,000 (it being understoodand agreed that if this sub-paragraph (ii) is applicable on the date of anyAsset Sale but subsequently ceases to apply, the Net Sale Proceeds of AssetSales previously made when this sub-paragraph (ii) was applicable shall bepermitted to be utilised as provided in this sub-paragraph (ii) and shall alsobe taken into account in determining whether additional Net Cash Proceeds ofAsset Sales may be retained pursuant to sub-paragraph (i)),  

####  

of the Net Sale Proceeds of Asset Sales (other than inrelation to any sale, lease or disposal of CEAL or all or substantially all ofthe assets of the CEAL Group) effected in accordance with Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets,etc.*) shall not be required to be applied in accordance with Clause13.3 (*Application of Mandatory Prepayments*)on the date of the receipt thereof to the extent that such Net Sale Proceedsshall be used (A) to effect Permitted Acquisitions, (B) to purchase replacementequipment and/or (C) make additional Capital Expenditures, in each case inaccordance with the requirements of this Agreement, within 360 days followingsuch date and if all or any portion of such Net Sale Proceeds not so requiredto be applied are not so utilised within 360 days after the date of the receiptof such Net Sale Proceeds, then such remaining portion shall be applied on thedate falling 360 days after the date of receipt of such Net Sale Proceeds inaccordance with the requirements of this paragraph (b).

 

Concurrently witheach delivery of financial statements pursuant to paragraph (b) (*Quarterly Financial Statements*) or (c) (*Annual Financial Statements*) of Clause 23.1 (*Information Covenants*), the Parent shall also deliver 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 this paragraph(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).

 

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Notwithstandinganything to the contrary above, in cases where the amount required to be repaidon any date pursuant to the immediately preceding sentence would be less then€1,000,000, the Borrower may defer the respective required repayment until thefirst date upon which the aggregate amount which would be required to beapplied pursuant to this paragraph (b) would equal or exceed €1,000,000.

 

### **(c)****                                 ****Indebtedness:** The Parent shallprocure that on each date on which the Parent or any of its Subsidiaries (otherthan a member of the CEAL Group to which the CEAL Exception Conditions apply)receives any cash proceeds from any incurrence of Indebtedness (other thanIndebtedness permitted in accordance with Clause 26.4 (*Indebtedness*) as in effect on theEffective Date (“**Permitted Effective Date Indebtedness**”) and Indebtednessunder any Finance Document) for borrowed money, an amount equal to 100 percent. of the Net Cash Proceeds of such Indebtedness shall be applied inaccordance with Clause 13.3 (*Application ofMandatory Prepayments*).  

###  

Notwithstandinganything to the contrary in this paragraph (c), if at the time of anyincurrence of Indebtedness by the Parent or any of its Subsidiaries (other thana member of the CEAL Group to which the CEAL Exception Conditions apply) forborrowed money pursuant to Clause 26.4(c) (*Indebtedness*)or after giving effect thereto, the Consolidated Leverage Ratio is (or wouldbe) greater than 3.75:1.00, the Parent and its Subsidiaries shall apply allcash proceeds (if any) received from such incurrence of Indebtedness (includingany Permitted Effective Date Indebtedness but excluding Indebtedness under anyFinance Document) for borrowed money pursuant to Clause 26.4(c) (*Indebtedness*) in accordance with Clause13.3 (*Application of Mandatory Prepayments*)(other than unsecured Indebtedness of Subsidiaries of the Parent (which are notSubsidiaries of the Borrower) in an aggregate principal not to exceed€50,000,000, provided that such Indebtedness (i) is incurred by such Subsidiaryof the Parent from local banks to fund ongoing operations of such Subsidiaryand (ii) does not have a final maturity date later than one year from the dateof the incurrence thereof).

 

### **(d)****                                 ****InsuranceClaims:**The Parent shall procure that within 10 days following each date on which theParent or any of its Subsidiaries (other than a member of the CEAL Group towhich the CEAL Exception Conditions apply) receives any proceeds from anyRecovery Event, an amount equal to 100 per cent. of the proceeds of suchRecovery Event (net of reasonable costs including, without limitation, legalcosts and expenses, and taxes incurred in connection with such Recovery Event)shall be applied in accordance with Clause 13.3 (*Application of Mandatory Prepayments*), provided that:

###  

#### **(i)****                                   **any net proceeds from Recovery Events received by the Parent and/orits Subsidiaries during any fiscal year of the Parent equal to or less than €10,000,000shall be excluded; and

####  

#### **(ii)****                               **if the net proceeds from Recovery Events received by the Parent andits Subsidiaries when aggregated with the net proceeds received from any otherRecovery Events during any fiscal year of the Parent are greater than€10,000,000, then so long as no Default or Event of Default then exists and tothe extent that:

 

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#### (A)                              theamount of such proceeds which are in excess of €10,000,000, together with othercash available to the Parent and permitted to be spent by it on CapitalExpenditures during the relevant period pursuant to Clause 24.1 (*Capital Expenditures*) (without regard toClause 24.1(c)(i) (*Capital Expenditures*)in the case of such other cash), equals 100 per cent. of the cost ofreplacement or restoration of the properties or assets in respect of which suchproceeds were paid as determined by the Parent in good faith;

####  

#### (B)                                theParent has delivered to the Agent a certificate on or prior to the date thepayment would otherwise be required pursuant to this Clause 13.1(d) certifyingits determination as required by sub-paragraph (A); and

####  

#### (C)                                theParent has delivered to the Agent such evidence as the Agent may reasonablyrequest in form, scope and substance reasonably satisfactory to the Agentestablishing that the Parent reasonably expects to have sufficient resourcesavailable to it (including, without limitation, cash, revenues and insuranceproceeds, such that the Parent and its Subsidiaries can reasonably be expectedto satisfy all obligations of the Parent and its Subsidiaries without anyunreasonable delay or extension thereof) for the period from the date of theevent giving rise to the Recovery Event and continuing through the completionof the replacement or restoration of respective properties or assets, 

####  

#### then the entire amount of the proceeds ofsuch Recovery Event shall be deposited with the Agent pursuant to a cashcollateral arrangement reasonably satisfactory to the Agent and the Parentwhereby such proceeds shall be disbursed to the Parent or its order from timeto time as needed to pay actual costs incurred by it in connection with thereplacement or restoration of the respective properties or assets (pursuant tosuch reasonable certification requirements as may be established by the Agent),providedfurther that at any time while an Event of Default hasoccurred and is continuing, the Instructing Group may direct the Agent (inwhich case the Agent shall, and is hereby authorised by the Parent and theBorrower 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 the IntercreditorDeed and provided further, that if any portion of such proceeds is not requiredto be applied as required by the Instructing Group and such proceeds are either(aa) not so used or committed to be so used within one year after the date ofthe respective Recovery Event, such proceeds shall be applied on the firstanniversary date of the respective Recovery Event or (bb) if committed to beused within one year after the date of receipt of such proceeds and not so usedwithin two years after the date of the respective Recovery Event, such proceedsshall be applied on the second anniversary date of the respective RecoveryEvent, in each case in accordance with the requirements of Clause 13.3 (*Application of Mandatory Prepayments*).

 

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### **(e)****                                 ****PermittedReceivables Transactions:**On each date upon which the Parent or any of itsSubsidiaries (other than a member of the CEAL Group to which the CEAL ExceptionConditions apply) receives Permitted Receivables Transaction Proceeds (butexcluding in any event proceeds of subsequent sales of Receivables FacilityAssets pursuant to a Permitted Receivables Transaction after the initial saleof Receivables Facility Assets has occurred thereunder except to the extent therespective sale increases the Permitted Receivables Transaction Outstandings toan amount in excess of the previous highest amount of Permitted ReceivablesTransaction Outstandings theretofore in effect), the Borrower shall be requiredto apply in accordance with Clause 13.3 (*Applicationof Mandatory Prepayments*):

###  

#### **(i)****                                   **in the event the Consolidated Leverage Ratio is greater than3.75:1.00, an amount equal to 100 per cent. of such Permitted ReceivablesTransaction Proceeds; and

####  

#### **(ii)****                               **in the event the Consolidated Leverage Ratio is less than or equalto 3.75:1.00, an amount equal to 50 per cent. of such Permitted ReceivablesTransaction Proceeds, so long as (A) no Default or Event of Default exists atthe time of receipt by the Parent or any of its Subsidiaries, as the case maybe, of the respective Permitted Receivables Transaction Proceeds and (B) theaggregate amounts that would be retained after any application in accordancewith this sub-paragraph (ii) does not exceed €150,000,000.

####  

Notwithstandinganything to the contrary contained in this paragraph (e), in cases where theamount required to be repaid on any date would be less then €1,000,000, theBorrower may defer the respective required repayment until the first date uponwhich the aggregate amount which would (but for this sentence) be required tobe applied pursuant to this paragraph (e) (giving effect to the receipt ofproceeds on such date, together with any such proceeds received prior to suchdate which have not yet been applied pursuant to this paragraph (e) and anyreceipts thereafter) would equal or exceed €1,000,000.

 

## **13.2**                        Repayment from ExcessCash Flow

##  

The Parent shallprocure that on each Excess Cash Flow Payment Date, an amount equal to theApplicable Excess Cash Flow Percentage of Excess Cash Flow (other than anyamounts from Excess Cash Flow previously applied in accordance with Clause 12.3(*Application of Voluntary Prepayments*))for the relevant Excess Cash Flow Payment Period shall be applied in accordancewith Clause 13.3 (*Application of Mandatory Prepayments*).

 

## **13.3**                        Application ofMandatory Prepayments

##  

### **(a)****                                 ****Order ofApplication**

###  

Each amountreferred to in Clause 13.1 (*Repayment from NetProceeds*) or Clause 13.2 (*Repayment from Excess CashFlow*) shall, subject to the provisions of paragraph (b) of Clause13.3 (*Bond Offerings*) and to theprovisions of paragraph (c) (*Waivable MandatoryRepayment*) of this Clause 13.3, be applied:

 

#### **(i)****                                   **first, to the prepayment of A Facility Advances, B1 FacilityAdvances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances andany

 

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#### Incremental Term Facility Advances pro ratato the respective Term Facility Outstandings; in relation to each Facility suchprepayment shall be applied 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

 

#### **(ii)****                               **second, to repay Revolving Facility Outstandings with acorresponding permanent reduction in Revolving Facility Commitments.

####  

### **(b)****                                 ****Bond Offerings**: Notwithstanding theprovisions of paragraphs (a) above, the first €70,000,000 of Net Cash Proceedsreferred to in paragraph (c) (*Indebtedness*)of Clause 13.1 (*Repayment from Net Proceeds*)received from any incurrence of Indebtedness relating to any issuance of bondsby the Parent or any of its Subsidiaries at any time during the period endingon the date falling 6 months after the Effective Date shall, subject to theprovisions of paragraph (c) of this Clause 13.3, be applied:

###  

#### **(i)****                                   **first, to the prepayment of B1 Facility Advances, B2 FacilityAdvances, C1 Facility Advances and C2 Facility Advances, pro rata to therespective B Facility Outstandings and C Facility Outstandings and against allremaining Scheduled Repayments of each such Facility pro rata to the respectiveamounts of such Scheduled Repayments; and

####  

#### **(ii)****                               **second, to the prepayment of A Facility Advances, B1 FacilityAdvances, B2 Facility Advances, C1 Facility Advances and C2 Facility Advances,pro rata to the respective Term Facility Outstandings; in relation to eachFacility such prepayment shall be applied against all remaining ScheduledRepayments of such Facility pro rata to the respective amounts of suchScheduled Repayments.

####  

### **(c)****                                 ****WaivableMandatory Repayment**:  In relation to anyrepayment made pursuant to Clause 13.1(*Repayment from Net Proceeds*) orClause 13.2 (*Repayment from Excess Cash Flow*)which is required to be applied to C Facility Advances, if on or prior to thedate of such repayment pursuant to this Clause 13, the Borrower has given theAgent written notification that it has elected to give each Lender with CFacility Outstandings the right to waive such Lender’s rights to receive suchrepayment (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 C Facility Outstandings, provided that in no eventshall the aggregate amount of any Waivable Mandatory Repayment exceed the sumof (x) the aggregate

 

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### principalamount of Term Facility Outstandings (excluding C Facility Outstandings) aftergiving effect to any applications of payments (other than any reallocation ofthe respective Waivable Mandatory Repayment pursuant to this paragraph (c)) tosuch other Term Facility Outstandings as a result of the repayments then beingmade pursuant to this Clause 13 and (y) the Available Revolving Facilityas same will be in effect after giving effect to any reductions thereto (otherthan as a result of any reallocation of the respective Waivable MandatoryRepayment pursuant to this Clause 13) concurrently being made.  

###  

**WaiverMechanics**:  In the event any such Lender with C FacilityOutstandings desires to waive such Lender’s right to receive any such WaivableMandatory Repayment in whole or in part, such Lender shall so advise the Agentno later than 5:00 p.m. five Business Days after the date of such notice fromthe Agent which notice shall also include the amount the Lender desires toreceive with respect to its C Facility Outstandings.  If the Lender does not reply to the Agentwithin such five Business Day period, it will be deemed acceptance of the totalpayment.  If the Lender does not specifyan amount it wishes to receive, it will be deemed acceptance of 100 per cent.of the total payment.  In the event thatany such Lender waives such Lender’s rights to any such Waivable MandatoryRepayment, the Agent shall apply 100 per cent. of the amount so waived by suchLenders to (x) repay the Term Facility Outstandings (excluding the C FacilityOutstandings) in accordance with paragraph (a) above and (y) to the extent inexcess of the amount to be applied pursuant to preceding clause (x), to reducethe Available 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 Borrower elects to give the noticedescribed above in this paragraph (c) with respect to any such repayment, theamount of the respective Waivable Mandatory Repayment shall be deposited withthe Agent on the date such repayment is otherwise made pursuant to paragraph(a) above (and held by the Agent as cash collateral for the C FacilityOutstandings and, but only to the extent Lenders with C Facility Outstandingswaive their right to receive their share of the Waivable Mandatory Repayment,for the benefit of all Lenders in a cash collateral account which shall permitthe investment thereof in Cash Equivalents reasonably satisfactory to the Agentuntil the proceeds are applied to the applicable Outstandings) and therespective 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 contrarycontained above, if one or more Lenders holding C Facility Outstandings waivesits right to receive all or any part of any Waivable Mandatory Repayment, butless than all the Lenders holding the respective C Facility Outstandings waivein full their right to receive 100 per cent. of the total payment otherwiserequired with respect to the respective C Facility Outstandings, then of theamount actually applied to the repayment of the respective C FacilityOutstandings of Lenders which have waived in part, but not in full, their rightto receive 100 per cent. of such repayment, such amount shall be applied toeach C Facility Advance of the respective C Facility Outstandings, on a *pro rata* basis (so that each Lender holding C FacilityOutstandings shall, after giving effect to the application of the respectiverepayment,

 

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maintain the same percentage (as determined for suchLender, but not the same percentage as the other Lenders hold and not the samepercentage held by such Lender prior to repayment) of each C Facility Advancewhich remains outstanding after giving effect to such application).  For the avoidance of doubt any amount to be applied in accordancewith this paragraph shall only apply to such portion (if any) of the C FacilityOutstandings which such C Facility Lender has not waived.

 

### **(d)****                                 ****RevolvingFacility**:  Any repayment of any Revolving FacilityOutstandings under this Agreement shall be applied first against RevolvingFacility Advances and when all Revolving Facility Advances have been repaid infull, to provide cash collateral in respect of any Outstanding L/C Amounts.

###  

# **14.**                               INTEREST ON REVOLVING AND SWINGLINE FACILITYADVANCES

#  

## **14.1**                        Interest Payment Datefor Revolving Facility Advances

##  

On each RepaymentDate (and, if the Term of any Revolving Facility Advance exceeds 3 months, onthe expiry of each period of 3 months during such Term) the Borrower shall payaccrued interest on each Revolving Facility Advance made to it.

 

## **14.2**                        Interest Rate forRevolving Facility Advances

##  

The rate ofinterest applicable to each Revolving Facility Advance during its Term shall bethe rate per annum which is the sum of the Applicable Margin for the RevolvingFacility, the Associated Costs Rate for such Advance at such time and EURIBORor, in relation to any Revolving Facility Advance denominated in an OptionalCurrency, LIBOR, for the relevant Term.

 

## **14.3**                        Interest Rate forSwingline Facility Advances

##  

The rate ofinterest applicable to each Swingline Facility Advance during its Term shall bethe rate per annum which is the sum of the Associated Costs Rate for suchAdvance at such time and: 

 

### **(a)****                                 **in relation to aDollar Swingline Facility Advance, the sum of the Applicable Margin for DollarSwingline Facility Advances and the higher of (i) the Prime Lending Rate atsuch time and (ii) the sum of 0.50 per cent. and the Federal Funds Rate at suchtime; and 

###  

### **(b)****                                 **in relation to a EuroSwingline Facility Advance, the sum of the Applicable Margin for Euro SwinglineFacility Advances and EURIBOR at such time, 

###  

for the relevant Term.

 

## **14.4**                        Applicable MarginRatchet for Revolving Facility Advances after Event of Default

##  

Upon the occurrenceof any Event of Default, the Applicable Margin for the Revolving Facility and theSwingline Facility shall revert to the Revolving Facility Margin so long assuch Event of Default is continuing.

 

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# **15.**                               INTEREST ON TERM FACILITY ADVANCES

#  

## **15.1**                        Interest Periods forTerm Facility Advances

##  

The period forwhich a Term Facility Advance is outstanding shall be divided into successiveperiods (each an “**Interest Period**”) each of which(other than the first) shall start on the last day of the preceding such periodand any Interest Period which begins during or at the same time as any otherInterest Period in respect of a Term Facility Advance made under the same TermFacility shall end at the same time as that other Interest Period.

 

## **15.2**                        Duration

##  

The duration ofeach Interest Period shall, save as otherwise provided in this Agreement, be 1,2, 3 or 6 months, in each case as the Authorised Representative of the Borrowermay by not less than three Business Days’ prior notice to the Agent select orsuch other period as the Lenders may agree, provided that:

 

### **(a)****                                 **if the Borrower (orthe Parent) fails to give such notice of selection in relation to an InterestPeriod, the duration of that Interest Period shall, subject to the otherprovisions of this Clause 15, be 1 month;

###  

### **(b)****                                 **prior to theSyndication Date, unless the Agent otherwise specifies, the duration of eachInterest Period shall be 1 month (or, if less, such duration necessary toensure that such Interest Period ends on the Syndication Date); and

###  

### **(c)****                                 **any Interest Periodthat would otherwise end during the month preceding or extend beyond aRepayment Date relating to the relevant Term Facility Outstandings shall be ofsuch duration that it shall end on that Repayment Date if necessary to ensurethat there are Advances under the relevant Facility with Interest Periodsending on the relevant Repayment Date in a sufficient aggregate amount to makethe repayment due on that Repayment Date.

###  

## **15.3**                        Division of TermFacility Advances

##  

Subject to the requirements of Clause 15.2 (*Duration*) the Borrower may, by not less than 5 Business Days’prior notice to the Agent, direct that any Term Facility Advance borrowed by itshall, at the beginning of the next Interest Period relating to it, be dividedinto (and thereafter, save as otherwise provided in this Agreement, be treatedin all respects as) two or more Advances in such amounts (equal in aggregate tothe Euro Amount of the Term Facility Advance being so divided) as shall bespecified by the Borrower in such notice provided that the Borrower shall notbe entitled to make such a direction if any Term Facility Advance therebycoming into existence would have a Euro Amount of less than €1,000,000.

 

## **15.4**                        Payment of Interestfor Term Facility Advances

##  

On the last day ofeach Interest Period (or if such day is not a Business Day, on the immediatelysucceeding Business Day in the then current calendar month (if there is one) orthe preceding Business Day (if there is not)), and if the relevant InterestPeriod exceeds 3 months, on the expiry of each 3 month period during thatInterest Period, the Borrower shall pay accrued interest on the Term FacilityAdvance to which such Interest Period relates.

 

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## **15.5**                        Interest Rate forTerm Facility Advances

##  

The rate of interestapplicable to a Term Facility Advance at any time during an Interest Periodrelating to it shall be the rate per annum which is the sum of the ApplicableMargin for the relevant Term Facilities, the Associated Costs Rate for suchAdvance at such time and EURIBOR or, in relation to any Term Facility Advancethen denominated in an Optional Currency, LIBOR, for such Interest Period.

 

## **15.6**                        Applicable MarginRatchet for Term Facility Advances after Event of Default

##  

Upon the occurrence of any Event of Default, theApplicable Margin with respect to the A Facility shall revert to the A FacilityMargin so long as the Event of Default is continuing.

 

# **16.**                               MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

#  

## **16.1**                        Market Disruption

##  

If, in relation toany Interest Period or Term:

 

### **(a)****                                 **the RelevantInterbank Rate is to be determined by reference to the Reference Banks orFederal Funds brokers, as the case may be, and, at or about 11.00 a.m. on theQuotation Date for such Interest Period or Term, none or only one of the ReferenceBanks or Federal Funds brokers, as the case may be, supplies a rate for thepurpose of determining the Relevant Interbank Rate for the relevant period; or

###  

### **(b)****                                 **before the close ofbusiness in London on the Quotation Date for such Interest Period or Term (orin relation to a Swingline Advance, before 1:00 p.m. on any day), the Agent hasbeen notified by a Lender or each of a group of Lenders to whom in aggregate 35per cent. or more of the relevant Advance is owed (or, in the case of anundrawn Advance, if made, would be owed) that the cost to it of obtainingmatching deposits for the relevant Advance in the Relevant Interbank Marketwould be in excess of the Relevant Interbank Rate,

###  

then the Agentshall notify the Parent and the Lenders of such event and, notwithstandinganything to the contrary in this Agreement, Clause 16.2 (*SubstituteInterest Period and Interest Rate*) shall apply (if the relevantAdvance is a Term Facility Advance which is already outstanding or a RolloverAdvance).  If either paragraph (a) or (b)applies to a proposed Advance other than a Rollover Advance, such Advance shallnot be made.

 

## **16.2**                        Substitute InterestPeriod and Interest Rate

##  

### **(a)****                                 **If paragraph (a) ofClause 16.1 (*Market Disruption*) applies (i) toan Advance (other than a Swingline Advance), the duration of the relevantInterest Period or Term shall be 1 month, (ii) to a Swingline Advance, theduration of the relevant Term shall be 5 Business Days or (iii) in each case,if less, such that it shall end on the next succeeding Repayment Date.

###  

### **(b)****                                 **If either paragraphof Clause 16.1 (*Market Disruption*) applies to anAdvance, the rate of interest applicable to each Lender’s portion of suchAdvance during the relevant Interest Period or Term shall (subject to anyagreement reached pursuant to Clause 16.3 (*Alternative Rate*))be the rate per annum which is the sum of:

 

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#### **(i)****                                   **the Applicable Margin;

####  

#### **(ii)****                               **the rate per annum notified to the Agent by such Lender before thelast day of such Interest Period or Term to be that which expresses as apercentage rate per annum the cost to such Lender of funding from whateversources it may select its portion of such Advance during such Interest Periodor Term; and

####  

#### **(iii)****                           **the Associated Costs Rate, if any, applicable to such Lender’sparticipation in the relevant Advance.

####  

## **16.3**                        Alternative Rate

##  

If:

 

### **(a)****                                 **Clause 16.1 (*Market Disruption*) applies; or

###  

### **(b)****                                 **by reason ofcircumstances affecting the Relevant Interbank Market during any period of 3consecutive Business Days, the Relevant Interbank Rate (as appropriate) is notavailable to prime banks in the Relevant Interbank Market,

###  

then, if the Agentor the Parent so requires, the Agent and the Parent shall enter intonegotiations with a view to agreeing an alternative basis within one month:

 

#### **(i)****                                   **for determining the rate of interest from time to time applicable toAdvances; and/or

####  

#### **(ii)****                               **upon which the Advances may be maintained (whether in euro or someother currency) thereafter,

####  

and any such alternativebasis that is agreed shall take effect in accordance with its terms and bebinding on each party to this Agreement, provided that the Agent may not agreeany such alternative basis without the prior consent of each Lender.

 

# **17.**                               COMMISSIONS AND FEES

#  

## **17.1**                        Commitment Fees

##  

The Borrower shallpay to the Agent for the account of each Arranger (with respect to the periodfrom the date of the Commitment Letter) and each Lender (with respect to theperiod from the Effective Date), a commitment commission on the aggregateamount of such Lender’s Available Commitment (if any) in respect of eachFacility, from day to day during the period beginning on the date of theCommitment Letter and ending on the relevant Termination Date, such commitmentcommission to be calculated at the applicable percentage rate per annum set outbelow and payable on the Initial Borrowing Date and thereafter in arrear on thelast day of each successive period of 3 months which ends during such periodand on the Termination Date for the relevant Facility.

 

| **Facility** | ** ** | **Percentage Rate** |
|--------------|------------|---------------------|
| ** **   | ** ** | ** **          |
| Revolving    |       | 0.75 per cent.      |
|         |       |                |
| A            |       | 0.50 per cent.      |
|         |       |                |
| B            |       | 0.50 per cent.      |
|         |       |                |
| C            |       | 0.50 per cent.      |

 

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For the purposes of this Clause 17.1, AvailableCommitment shall include the commitment of the Arrangers under the CommitmentLetter (it being agreed that the undrawn and uncancelled commitment under theCommitment Letter is for an amount not exceeding €730,000,000).

 

## **17.2**                        Underwriting Fee

##  

The Borrower shallpay to the Arrangers the fees specified in the letter dated on or about the date of the Commitment Letter from theArrangers to the Parent and the Borrower at the times and in the amountsspecified in such letter.

 

## **17.3**                        Agency Fee

##  

The Borrower shallpay to the Agent for its own account the fees specified in the letter dated on or about the date of the CommitmentLetter from the Agent to the Parent and the Borrower at the times and inthe amounts specified in such letter.

 

## **17.4**                        Incremental FacilityFee

 

The Borrower shallpay to the relevant Incremental Revolving Facility Lender or Incremental TermFacility Lender, as the case may be, for its own account the fees agreedbetween the Borrower and the relevant Lender at the times and in the amountspecified in the relevant Incremental Facility Commitment Agreement.

 

## **17.5**                        Documentary CreditFee

##  

The Borrower shall,in respect of each Documentary Credit, pay to the Agent for the account of eachIndemnifying Lender (for distribution in proportion to each Indemnifying Lender’sL/C Proportion of such Documentary Credit) a documentary credit fee (a) at anytime prior 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. per annumapplied on the Outstanding L/C Amount in relation to such Documentary Credit.  Such documentary credit fee shall be paid inarrear on the last Business Day of each March, June, September and Decemberwhich begins during the Term of the relevant Documentary Credit and on therelevant Expiry Date.  AccruedDocumentary Credit fees shall also be payable on the cancelled amount of anyRevolving Facility Commitment at the time such cancellation is effective, ifthe Revolving Facility Commitment is cancelled in full and a Documentary Creditis repaid in full.

 

## **17.6**                        L/C Bank Fee

##  

The Borrower shallpay to the L/C Bank a fronting fee (a) at any time prior to the occurrence of aSharing Event, in the currency in which the relevant Documentary Credit isdenominated and (b) at any time on or after the occurrence of a Sharing Event,in euros, at a rate 0.25 per cent. per annum applied on the Outstanding L/CAmount in relation to such Documentary Credit provided that in no event shallsuch fronting fee be less than €500 (or its equivalent).  Such fronting fee shall be paid in arrear onthe last Business Day of each March, June,

 

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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)****                                 **Except as provided inparagraph (c) below, each payment made by an Obligor under a Finance Documentshall be made by it without reduction for any Tax Deduction.  In the event of a Tax Deduction, the amountof the payment due shall, unless paragraph (c) below applies, be increased toan amount so that, after the required Tax Deduction is made, the payee receivesan amount equal to the amount it would have received had no Tax Deduction beenrequired.

###  

### **(b)****                                 **If a Tax Deduction isrequired by Law to be made by the Agent or the Security Trustee from anypayment to any Finance Party which represents an amount or amounts receivedfrom an Obligor, that Obligor shall, unless paragraph (c) below applies, paydirectly to that Finance Party an amount which, after making the required TaxDeduction enables the payee of that amount to receive an amount equal to thepayment which it would have received if no Tax Deduction had been required.

###  

### **(c)****                                 **An Obligor is notrequired to make a Tax Payment to a Lender under paragraphs (a) or (b) abovefor a Tax Deduction in respect of any payment to that Lender under the FinanceDocuments where that Lender has not provided forms required to be providedunder paragraph (e) or (f) hereof with respect to that payment.

###  

### **(d)****                                 **An Obligor shalltimely deposit any Tax Deduction it makes to the relevant taxingauthority.  Within 45 days, the Obligormaking that Tax Deduction shall deliver to the Agent for the Finance Partyentitled to the payment to which such Tax Deduction or payment relates acertification of receipt of payment by the relevant taxing authority or otherevidence which is reasonably satisfactory to that Finance Party that the TaxDeduction or other payment has been made to the relevant tax authority.

###  

### **(e)****                                 **Each Lender (otherthan a U.S. Lender) shall deliver to the Borrower and the Parent on or beforethe Initial Borrowing Date (if sooner, the date of the first payment, to suchLender under any of the Finance Documents) two accurate and complete originalsigned copies of:

###  

#### **(i)****                                   **a duly completed United States of America Internal Revenue ServiceForm W-8BEN (or such Form as may replace it) relating to exemption fromwithholding in respect of payments made by the Borrower to that Lender underthe Finance Documents:

####  

(A)                              claimingthat Lender’s entitlement to the United States federal “portfolio interestexemption” in relation to payment of interest on participations in Advances tothe Borrower; or

 

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(B)                                certifyingthat that Lender is entitled to a complete exemption from the United Statestaxation under a Double Taxation Treaty; or

 

#### **(ii)****                               **a duly completed United States of America Internal Revenue ServiceForm W-8ECI (or such Form as may replace it) certifying that the payments madeby the 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)****                                   **Each Lender agreesthat when a lapse in time or change in circumstances renders the previouscertification obsolete or inaccurate in any material respect, it will deliverto the Borrower and the Parent two new accurate and complete original signedcopies of the relevant Internal Revenue Service Form referred to above or anyalternative certification specified above and such other forms as may berequired in order to confirm or establish the entitlement of such Lender to acontinued exemption from or reduction in United States withholding tax withrespect to payments under the Finance Documents, or it shall immediately notifythe Borrower and the Agent of its inability to deliver any such Form orcertification, in which case such Lender shall not be required to provide formsdescribed in this paragraph (f).

###  

## **18.2**                        Tax Indemnity

##  

The Obligors agree jointly and severally to indemnifyand hold harmless each Lender in respect of any taxes that are described in thedefinition of “Tax Deduction” and taxes imposed on or measured by the netincome or net profits of such Lender in respect of the amounts paid pursuant toparagraphs (a) and (b) of Clause 18.1 (*TaxGross-Up*) and this Clause 18.2.

 

## **18.3**                        Tax Credit

##  

### **(a)****                                 **If an Obligor makes aTax Payment and the relevant Finance Party determines that:

###  

#### **(i)****                                   **a Tax Credit is attributable to that Tax Payment; and

####  

#### **(ii)****                               **that Finance Party has obtained, utilised and retained that TaxCredit,

####  

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)**                                    Each Finance Partyshall have an absolute discretion, consistent with the policies of such FinanceParty, as to the time at which and the order and manner in which it realises orutilises any Tax Credits and shall not be obliged to arrange its business orits tax affairs in any particular way in order to be eligible for any credit orrefund or similar benefit.

###  

**(ii)**                                NoFinance Party shall be obliged to disclose to any other person any informationregarding its business, tax affairs or tax computations (including its taxreturns).

 

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**(iii)**                            If aFinance Party has made a payment to an Obligor pursuant to this Clause 18.3 onaccount of a Tax Credit and such Tax Credit is subsequently reduced ordisallowed that Obligor shall, on demand, pay to that Finance Party the amountwhich that Finance Party determines will put it (after that payment isreceived) in the same after-tax position as it would have been in had no suchpayment been made to that Obligor.

 

### **(c)****                                 **No Finance Partyshall be obliged to make any payment under this Clause 18.3 if, by doing so, itwould contravene the terms of any applicable Law or any notice, direction orrequirement of any governmental or regulatory authority (whether or not havingthe force of law).

###  

# **19.**                               INCREASED COSTS

#  

## **19.1**                        Increased Costs

##  

Subject to Clause19.3 (*Exceptions*), the Parent shall within 5Business Days of a written demand by the Agent, pay for the account of aFinance Party the amount of any Increased Cost incurred by that Finance Partyor any of its Affiliates as a result (direct or indirect) of:

 

### **(a)****                                 **the introduction orimplementation of or any change in (or in the interpretation, administration orapplication of) any Law of any central bank, including the European CentralBank, the Financial Services Authority or any other fiscal, monetary,regulatory or other authority;

###  

### **(b)****                                 **compliance with anyLaw made after the date of this Agreement; or

###  

### **(c)****                                 **the implementation ofeconomic or monetary union by any Member State which is not already aParticipating Member State.

###  

## **19.2**                        Increased CostsClaims

##  

### **(a)****                                 **A Finance Partyintending to make a claim pursuant to Clause 19.1 (*IncreasedCosts*) shall notify the Agent of the event giving rise to the claim,following which the Agent shall promptly notify the Parent.

###  

### **(b)****                                 **Each Finance Partyshall, as soon as practicable after a demand by the Agent, provide acertificate confirming the amount of its Increased Costs although failure togive such certificate shall not release or diminish the Borrower’s obligationsto pay the Increased Costs.

###  

## **19.3**                        Exceptions

##  

Clause 19.1 (*Increased Costs*) does not apply to theextent any Increased Cost is:

 

### **(a)****                                 **attributable to a TaxDeduction to the extent a payment is required to be made by Obligor underClause 18 (*Taxes*) or other taximposed on a Lender that the Lender is not otherwise entitled to havereimbursed under this Agreement or any of the other Finance Documents;

 

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### **(b)****                                 **compensated for byClause 18.2 (*Tax Indemnity*) (or would havebeen compensated for by Clause 18.2 (*Tax Indemnity*) but was not so compensated solelybecause Clause 18.2 (*Tax Indemnity*)applied);

###  

### **(c)****                                 **compensated for bythe payment of the Associated Costs Rate; or

###  

### **(d)****                                 **attributable to thewilful breach by the relevant Finance Party or any of its Affiliates of any Lawor regulation.

###  

# **20.**                               ILLEGALITY

#  

If it becomesunlawful in any relevant jurisdiction for a Lender to perform any of itsobligations as contemplated by this Agreement or to fund or maintain itsparticipation in any Advance or to issue a Documentary Credit:

 

### **(a)****                                 **that Lender shallpromptly notify the Agent upon becoming aware of that event;

###  

### **(b)****                                 **upon the Agentnotifying the Parent, the Available Commitments of that Lender will immediatelybe cancelled and its Commitments reduced to zero and such Lender shall notthereafter be obliged to participate in any Advance or issue or guarantee anyDocumentary Credit; and

###  

### **(c)****                                 **the Borrower shallrepay that Lender’s participation in the Advances made to the Borrower on thelast day of the current Interest Period or Term for each Advance occurringafter the Agent has notified the Parent or, if earlier, the date specified bythe Lender in the notice delivered to the Agent (being no earlier than the lastday of any applicable grace period permitted by Law) and, if applicable, shallpromptly reduce that Lender’s L/C Proportion of the Outstanding L/C Amount inrespect of any outstanding Documentary Credit issued by it to zero, togetherwith accrued interest and all other amounts owing to that Lender under theFinance Documents.

###  

# **21.**                               REPLACEMENT AND MITIGATION

#  

## **21.1**                        Replacement ofLenders

##  

If any Lender:

 

### **(a)****                                 **refuses to consent tocertain proposed changes, waivers, discharges or terminations with respect tothis Agreement which have been approved by the Instructing Group as (and to theextent) provided in Clause 45.7 (*Replacementof non-Instructing Group Lender*); or 

###  

### **(b)****                                 **is owed any amountsunder any of Clauses 18 (*Taxes*),19.1 (*Increased Costs*) or 20 (*Illegality*) in a material amount in excessof those being generally charged by the other Lenders,

###  

the Borrower shallhave the right, in accordance with the requirements of Clause 39.3 (*Assignments or Transfers by Lenders*), toreplace such Lender (the “**Replaced Lender**”)with one or more Eligible Institution or Eligible Institutions (collectively,the “**Replacement Lender**”), each ofwhom shall be reasonably acceptable to the Agent or, in the case of areplacement as provided in Clause 45.7 (*Replacementof non-Instructing Group Lender*) where the consent of the respectiveLender is required with respect to less than all its

 

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Outstandingsor Commitments, at the option of the Borrower, to replace only the Commitmentsand/or Outstandings of such Lender in respect of each Facility where theconsent of such Lender would otherwise be individually required, with identicalCommitments and/or Outstandings of the respective Facility provided by the ReplacementLender, provided that:

 

**(i)**                                    at thetime of any replacement pursuant to this Clause 21.1, the Replacement Lenderand the Replaced Lender shall enter into one or more Transfer Certificate(s)pursuant to Clause 39.5 (*TransferCertificate*) (and with all fees payable pursuant to Clause 39.5 (*Transfer Certificate*) to be paid by theReplacement Lender) pursuant to which the Replacement Lender shall acquire allthe Commitments and all Outstandings (or, in the case of the replacement ofless than all Commitments and Outstandings of the respective Replaced Lender,all the Commitments and all Outstandings relating to the Facility with respectto which such Lender is being replaced) of, and all participations in all thenOutstanding L/C Amounts where the respective Lender is being replaced by, theReplacement Lender and, in connection therewith, shall pay to (x) the ReplacedLender in respect thereof an amount equal to the sum (in the relevant currencyor currencies) of (A) an amount equal to the principal of, and all accruedinterest on, all then Outstandings of the respective Replaced Lender under eachFacility with respect to which such Replaced Lender is being replaced, (B) allunpaid amounts (the **“Unpaid L/Cs”**)under Clause 5.5(b) (*Claims under a DocumentaryCredit*) with respect to which the respective Replaced Lender isbeing replaced, in each case that have been funded by (and not reimbursed to)such Replaced Lender at such time, together with all then unpaid interest withrespect thereto at such time and (C) an amount equal to all accrued, buttheretofore unpaid, fees owing to the Replaced Lender (but only with respect tothe relevant Facility or Facilities, in the case of the replacement of lessthan all Outstandings then held by the respective Replaced Lender) pursuant toClause 17 (*Commissions and Fees*)and (y) in the case of the replacement of any Revolving Facility Commitment,the respective L/C Bank amounts equal to such Replaced Lender’s Proportion ofany Unpaid L/Cs evidenced by such Commitments (which at such time remain UnpaidL/Cs) with respect to Documentary Credits issued by such L/C Bank to the extentsuch amount was not theretofore funded by such Replaced Lender, withoutduplication; and

 

**(ii)**                                allobligations of the Borrower owing to the Replaced Lender in respect of eachFacility where such Replaced Lender is being replaced (other than thosespecifically described in clause (i) above in respect of which the assignmentpurchase price has been, or is concurrently being, paid) shall be paid in fullto such Replaced Lender concurrently with such replacement.

 

Upon the executionof the respective Transfer Certificate(s), the payment of amounts referred toin sub-paragraphs (i) and (ii) above and recordation of the transfer by theAgent, (x) the Replacement Lender shall become a Lender hereunder and, unlessthe respective Replaced Lender continues to have Term Facility Outstandings orany Commitment hereunder, the Replaced Lender shall cease to constitute aLender hereunder, except with respect to indemnification provisions under thisAgreement (including, without limitation, Clauses 18 (*Taxes*), 19.1 (*Increased Costs*), 33 (*Borrower’sIndemnities*), 37 (*Sharing Amongthe Finance Parties*) and 40 (*Costsand Expenses*)), which shall survive as to such Replaced Lender and(y) in the case of the replacement of any Revolving Facility Commitmentpursuant to this Clause 21.1, the respective Proportions of the Lendersrelating to the

 

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RevolvingFacility shall be automatically adjusted at such time to give effect to suchreplacement.  

 

## **21.2**                        Mitigation

##  

Each Finance Partyshall, if requested by and in consultation with the Parent, take all reasonablesteps to mitigate any circumstances which arise and which would result in anyamount becoming payable under, or pursuant to, or cancelled pursuant to, any ofClause 18 (*Taxes*), Clause 19 (*Increased Costs*) or Clause 20 (*Illegality*) including (but not limited to)transferring its rights and obligations under the Finance Documents to anotherAffiliate or Facility Office.

 

## **21.3**                        Limitation ofLiability

##  

### **(a)****                                 **The Borrower shallindemnify each Finance Party for all costs and expenses reasonably incurred bythat Finance Party as a result of steps taken by it under Clauses 21.1 (*Replacement of Lenders*) and 21.2 (*Mitigation*).

###  

### **(b)****                                 **A Finance Party isnot obliged to take any steps under Clauses 21.1 (*Replacement of Lenders*) and 21.2 (*Mitigation*) if, in the opinion of that Finance Party (actingreasonably), to do so might in any way be prejudicial to it.

###  

# **22.**                               REPRESENTATIONS AND WARRANTIES

#  

Each Obligor (inthe case of the Parent, both in respect of itself and each member of the Groupand in the case of the other Obligors in respect of itself) makes therepresentations and warranties set out in this Clause 22 to each Finance Partyon the date of this Agreement.

 

## **22.1**                        Due Organisation

 

### **(a)****                                 **It is a corporationduly incorporated under the laws of its jurisdiction of incorporation withpower to enter into those of the Finance Documents to which it is party and toexercise its rights and perform its obligations under them and all corporateand other action required to authorise its execution of those of the FinanceDocuments to which it is party and its performance of its obligations under themhas been duly taken.

###  

### **(b)****                                 **It is duly qualifiedand is authorised to do business and, in jurisdictions having a concept of goodstanding, is in good standing in each jurisdiction where the ownership, leasingor operation of its property or the conduct of its business requires suchqualifications.

###  

## **22.2**                        No Deduction

##  

Under the laws of its place of incorporation or, ifdifferent, residence in force at the date of this Agreement, it will not berequired to make any deduction for or withholding on account of tax from anypayment it may make under any of the Finance Documents to which it is party toany party that is a Finance Party on the date of this Agreement.

 

## **22.3**                        Claims Pari Passu

##  

Under the laws of its jurisdiction of incorporation,and, if different, England and Wales, in force at the date of this Agreement,the claims of the Finance Parties against it under the

 

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Finance Documents to which it is party rank and willrank at least *pari passu* with the claims of allits unsecured creditors save those whose claims are preferred by anybankruptcy, insolvency, liquidation or similar laws of general application.

 

## **22.4**                        No Immunity

##  

In any legal proceedings taken in its jurisdiction ofincorporation and, if different, England and Wales in relation to any of theFinance Documents to which it is party it will not be entitled to claim foritself or any of its assets immunity from suit, execution, attachment or otherlegal process.

 

## **22.5**                        Governing Law andJudgments

##  

In any legal proceedings taken in its jurisdiction ofincorporation in relation to any of the Finance Documents to which it is party,the choice of law expressed in such documents to be the governing law of it andany judgment obtained in such jurisdiction will be recognised and enforced.

 

## **22.6**                        All Actions Taken

##  

All acts, conditions and things required to be done,fulfilled and performed by it in order:

 

### **(a)****                                 **to ensure that theobligations expressed to be assumed by it in the Finance Documents to which itis party are legal, valid and binding; and

###  

### **(b)****                                 **to make the FinanceDocuments to which it is party admissible in evidence in its jurisdiction ofincorporation and, if different, England and Wales,

###  

have been done, fulfilled and performed.

 

## **22.7**                        No Filing or StampTaxes

##  

Under the laws of its place of incorporation and, ifdifferent, England and Wales, in force at the date of this Agreement, it is notnecessary that any of the Finance Documents to which it is party be filed,recorded or enrolled with any court or other authority in such jurisdiction orthat any stamp, registration or similar tax be paid on or in relation to any ofthem other than those filings which are necessary to perfect the Securitycreated pursuant to the Security Documents and save as stated in thereservations and qualifications expressed in the Legal Opinions.

 

## **22.8**                        Binding Obligations

##  

The obligations expressed to be assumed by it in theFinance Documents to which it is party, are legal, valid and binding andenforceable against it in accordance with the terms thereof and no limit on itspowers will be exceeded as a result of the borrowings, grant of security orgiving of guarantees contemplated by such Finance Documents or the performanceby it of any of its obligations thereunder.

 

## **22.9**                        No Winding-up

 

No member of the Group has taken any corporate actionnor have any other steps been taken or legal proceedings been started or (tothe best of its knowledge and belief) threatened

 

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against anymember of the Group, for its winding-up, dissolution, administration or for theappointment of a receiver, administrator, administrative receiver, conservator,custodian, trustee or similar officer of it or of any or all of its assets orrevenues save for any solvent winding-up or reorganisation.

 

## **22.10**                 No Default

 

### **(a)****                                 **No Default iscontinuing or might reasonably be expected to result from the making of anyAdvance or the issuing of any Documentary Credit.

###  

### **(b)****                                 **No other event orcircumstance is outstanding or has occurred which constitutes or would (withthe passage of time, the giving of notice, the making of any determination orany combination of the foregoing) constitute a default under any agreement orinstrument which is binding on it or any of its Subsidiaries or to which its(or its Subsidiaries’) assets are subject which is reasonably likely to have aMaterial Adverse Effect.

###  

## **22.11**                 No Material Proceedings

##  

### **(a)****                                 **No litigation,arbitration, action or administrative proceeding of or before any court,arbitral body, or agency which would or is reasonably likely to have a MaterialAdverse Effect has been started or, to the best of its knowledge, is threatenedor is pending against it or any member of the Group, other than litigationaction or administrative proceedings commenced prior to the date of thisAgreement, full details of which have been provided in writing to the Agentprior to the date of this Agreement and which are set out in Part IV ofSchedule 10 (*Existing Proceedings*).

###  

### **(b)****                                 **No labour disputesare current or, to the best of its knowledge, threatened against it or anymember of the Group which would or is reasonably likely to have a MaterialAdverse Effect.

###  

## **22.12**                 Original Financial Statements

##  

Its Original Financial Statements (other than the ProForma Financial Statements) were prepared in accordance with GAAP andconsistently applied (unless and to the extent expressly disclosed to the Agentin writing to the contrary before the date of this Agreement) and in the case of audited financialstatements present a true and fair view of, or (in the case of unauditedfinancial statements) fairly present, the consolidated financial position ofsuch Obligor or, as the case may be, the Group at the date as of which theywere prepared and/or (as appropriate) the results of operations and changes infinancial position during the period for which they were prepared.

 

## **22.13**                 No Material Adverse Effect

##  

Since publication of its Original Financial Statementsthere has been no material adverse change in its business or financialcondition or, in the case of the Parent, of any member of the Group or theGroup (taken as a whole) and no event or series of events has occurred, in eachcase which has or which is reasonably likely to have a Material Adverse Effect.

 

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## **22.14**                 No Undisclosed Liabilities

 

As at the date as ofwhich its Original Financial Statements were prepared, neither it, itsSubsidiaries nor, as the case may be, any member of the Group had any materialliabilities (contingent or otherwise) which were not disclosed thereby (or bythe notes thereto) or reserved against therein and the Group had no materialunrealised or anticipated losses arising from commitments entered into by itwhich were not so disclosed or reserved against.

 

## **22.15**                 Information Memorandum

 

In the case of the Parent only:

 

### **(a)****                                 **to the best of itsknowledge and belief having made all reasonable and proper enquiries, allstatements of fact relating to the assets, financial condition and operationsof the Group contained in the Information Memorandum and the Agreed BusinessPlan are true, complete and accurate in all material respects as at theirrespective dates;

###  

### **(b)****                                 **the opinions andviews expressed in the Information Memorandum and the Agreed Business Planrepresent the honestly held opinions and views of the Parent and were arrivedat after careful consideration and were based on reasonable grounds as at theirrespective dates;

###  

### **(c)****                                 **all projections andforecasts contained in the Information Memorandum and the Agreed Business Planare based upon assumptions (including, without limitation, assumptions as tothe future performance of the business, inflation, price increases andefficiency gains) which the Parent has carefully considered and considers to befair and reasonable as at their respective dates; and

###  

### **(d)****                                 **the InformationMemorandum and the Agreed Business Plan did not omit to disclose or take intoaccount any matter known to the Parent after due and careful enquiry wherefailure 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

 

In the case of the Parentonly:

 

### **(a)****                                 **to the best of itsknowledge and belief having made all reasonable and proper enquiries, allstatements of fact relating to the assets, financial condition and operationsof the Group contained in the current Projections are true, complete andaccurate in all material respects as at their respective dates;

###  

### **(b)****                                 **the opinions andviews expressed in the current Projections represent the honestly held opinionsand views of the Parent and were arrived at after careful consideration andwere based on reasonable grounds as at their respective dates;

###  

### **(c)****                                 **all projections andforecasts contained in the current Projections are based upon assumptions(including, without limitation, assumptions as to the future performance of thebusiness, inflation, price increases and efficiency gains) which the Parent has

 

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### carefully considered and considers to be fairand reasonable as at their respective dates; and

###  

### **(d)****                                 **the currentProjections did not omit to disclose or take into account any matter known tothe Parent after due and careful enquiry where failure to disclose or take intoaccount such matter would result in the current Projections being misleading inany material respect as at the date thereof.

###  

## **22.17**                 Indebtedness and Liens

##  

### **(a)****                                 **Save as permittedunder Clause 26.4 (*Indebtedness*),neither it nor any member of the Group has incurred any Indebtedness.

###  

### **(b)****                                 **Save as permittedunder 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 of Finance Documents

##  

Its execution of theFinance Documents to which it is party and its exercise of its rights andperformance of its obligations thereunder do not and will not conflict:

 

### **(a)****                                 **with any agreement,mortgage, bond or other instrument or treaty which is binding upon it, any ofits Subsidiaries or any of the assets of any of its Subsidiaries or, except asprovided in the Security Documents, result in a requirement for the creation ofany Lien over any such asset, in each case, in any way;

###  

### **(b)****                                 **with its or any of itsSubsidiaries’ constitutional documents; or

###  

### **(c)****                                 **with any applicableLaw or regulation.

###  

## **22.19**                 Power and Authority

##  

It has the power andauthority to enter into, perform and deliver, and has taken all necessaryaction to authorise the entry into, performance and delivery of, the FinanceDocuments to which it is a party and the transactions contemplated by thoseFinance Documents.

 

## **22.20**                 Structure

##  

### **(a)****                                 **The Group StructureChart is a complete and accurate representation of the structure of the Group.

###  

### **(b)****                                 **Each Obligor otherthan the Parent is a wholly-owned Subsidiary of the Parent.

###  

## **22.21**                 Environmental Matters

##  

### **(a)****                                 **It has, to the bestof its knowledge and belief:

###  

#### **(i)****                                   **complied with all Environmental Laws to which it may be subject;

####  

#### **(ii)****                               **obtained all Environmental Licences required or desirable inconnection with its business; and

####  

#### **(iii)****                           **complied with the terms of all such Environmental Licences,

 

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in each case where failure to do so would or would be reasonably likelyto have a Material Adverse Effect.

 

### **(b)****                                 **There is noEnvironmental Claim pending or threatened against it, and to the best of itsknowledge and belief there are no past or present acts, omissions, events orcircumstances which could form the basis of any Environmental Claim against it,which would or would be reasonably likely to have a Material Adverse Effect.

###  

### **(c)****                                 **No:

###  

#### **(i)****                                   **property currently or previously owned, leased, occupied orcontrolled by it is contaminated with any Hazardous Materials; and

####  

#### **(ii)****                               **discharge, release, leaking, migration or escape of any HazardousMaterials into the Environment has occurred or is occurring on, under or fromthat property,

####  

in each case to the best of its knowledge and belief in circumstanceswhere the same would or would be reasonably likely to have a Material AdverseEffect.

 

## **22.22**                 Necessary Authorisations

##  

The NecessaryAuthorisations required by it, are in full force and effect, and it is incompliance with the material provisions of each such Necessary Authorisationrelating to it and, to the best of its knowledge, none of the NecessaryAuthorisations relating to it are the subject of any pending or threatenedproceedings or revocation.

 

## **22.23**                 Intellectual Property

##  

### **(a)****                                 **The IntellectualProperty Rights owned by or licensed to it are all the material IntellectualProperty Rights required by it in order to carry out, maintain and operate itsbusiness, properties and assets, and so far as it is aware, it does notinfringe, in any way any Intellectual Property Rights of any third party save,in each case, where the failure to own or license the relevant IntellectualProperty Rights or any infringement thereof will not have a Material AdverseEffect.

###  

### **(b)****                                 **So far as it isaware, it and each of its Subsidiaries has taken all reasonable formal andprocedural actions (including payment of fees) required to maintain anyregistered Intellectual Property Rights owned by it, which are material in thecontext of the Group Business or which are required by it (or such Subsidiary)in order for it (or such Subsidiary) to carry on its (or such Subsidiary’s)business in all material respects as contemplated in the Agreed Business Plan,in full force and effect.

###  

## **22.24**                 Ownership of Assets

##  

Save to the extentdisposed of without breaching the terms of any of the Finance Documents witheffect from and after the Initial Borrowing Date and save where the contrarywould not have nor would be reasonably likely to have a Material AdverseEffect, it and each of its Subsidiaries has good title to or valid leases orlicences of or is otherwise entitled to use and permit other members of theGroup to use all assets necessary to conduct the Group Business taken as awhole as it is conducted at the Initial Borrowing Date.

 

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## **22.25**                 Payment of Taxes

##  

### **(a)****                                 **There is no tax auditnow pending or threatened in writing by any tax authority that may result in amaterial tax liability.

###  

### **(b)****                                 **It:

###  

#### **(i)****                                   **has paid all material taxes imposed upon it or its assets within thetime period allowed therefor without incurring tax penalties or creating anyLien;

####  

#### **(ii)****                               **is not overdue in the filing of any material tax returns and suchtax returns are accurate and complete in all material respects;

####  

#### **(iii)****                           **has no claims which are being, or are reasonably likely to be,asserted against it with respect to taxes; and

####  

#### **(iv)****                              **has not entered into an agreement or waiver or been requested toenter into an agreement or waiver extending any statute limitations withrespect to any material tax liability,

####  

except to theextent 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. Pension Plans

##  

### **(a)****                                 **Any Non- U.S. PensionPlan operated by it for the benefit of any member of the Group and/or any ofits employees is funded substantially in accordance with the governingprovisions of such scheme and all applicable laws based on the actuarialassumptions used in the most recent valuation of such Non-U.S. Pension Plan andsuch Non-U.S. Pension Plan does not have any material liability in respect ofany such plan and there are no circumstances that would reasonably be likely togive rise to a Material Adverse Effect.

###  

### **(b)****                                 **It is in compliancein all material respects with all applicable laws and contracts relating to anyNon-U.S. Pension Plan operated by it or in which it participates except wheresuch failure to comply would not be reasonably likely to result in a MaterialAdverse Effect.

###  

## **22.27**                 Compliance with ERISA

##  

### **(a)****                                 **Part V of Schedule 10(*Plans*) sets out each Plan.

###  

### **(b)****                                 **Each of the followingstatements is accurate and true except where such statement, aggregated withall other such statements, is not reasonably likely to have a Material AdverseEffect:

###  

#### **(i)****                                   **each Plan (and each related trust, insurance contract or fund, ifany) is in compliance with its terms and with all applicable laws, includingwithout limitation ERISA and the Code;

 

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#### **(ii)****                               **each Plan (and each related trust, if any) which is intended to bequalified under section 401(a) of the Code has received a determinationletter from the Internal Revenue Service to the effect that it meets therequirements of sections 401(a) and 501(a) of the Code;

####  

#### **(iii)****                           **no Reportable Event has occurred in relation to a Plan during thefive-year period immediately preceding each Advance;

####  

#### **(iv)****                              **no Multiemployer Plan (as defined in section 4001(a)(3) ofERISA) is insolvent or in reorganisation;

####  

#### **(v)****                                  **no Plan has an Unfunded Current Liability;

####  

#### **(vi)****                              **no Plan which is subject to section 412 of the Code or section 302of ERISA 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;

####  

#### **(vii)****                          **during the five-year period immediately preceding each Advance, allcontributions required to be made with respect to a Plan or Multiemployer Planhave been timely made or accrued or otherwise properly reserved on its balancesheet within the time limit therefor;

####  

#### **(viii)****                      **neither it nor any other member of the Group nor any ERISA Affiliatehas incurred during the five-year period immediately preceding the InitialBorrowing Date any liability (including any indirect, contingent or secondaryliability) to or on account of a Plan or Multiemployer Plan pursuant to section 409,502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or section 401(a)(29),4971 or 4975 of the Code or is reasonably likely to incur any such liabilityunder any of the foregoing sections with respect to any Plan or MutliemployerPlan;

####  

#### **(ix)****                             **no condition exists which presents a risk to it or any other memberof the Group or any ERISA Affiliate of incurring a liability to or on accountof a Plan or Multiemployer Plan pursuant to the foregoing provisions of ERISAand the Code;

####  

#### **(x)****                                 **no proceedings instituted to terminate, or appoint a trustee toadminister, any Plan which is subject to Title IV of ERISA are pending;

####  

#### **(xi)****                             **no action, suit, proceeding, hearing, audit or investigation withrespect to the administration, operation or the investment of assets of anyPlan (other than routine claims for benefits) is pending, or, to the best ofits knowledge, reasonably expected or threatened;

####  

#### **(xii)****                         **each group health plan (as defined in section 607(1) of ERISAor section 4980B(g)(2) of the Code) which covers or has covered employeesor former employees of any member of the Group or any ERISA Affiliate has atall 

 

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#### times beenoperated in compliance with the provisions of Part 6 of subtitle B of Title Iof ERISA and section 4980B of the Code; and

####  

#### **(xiii)****                     **no lien imposed under the Code or ERISA on its assets or the assetsof any other member of the Group or any ERISA Affiliate exists or is reasonablylikely to arise on account of any Plan or Multiemployer Plan.

####  

### **(c)****                                 **Using actuarialassumptions and computation methods consistent with Part 1 of subtitle E ofTitle IV of ERISA, the aggregate liabilities of any member of the Group and anyERISA Affiliate to all Multiemployer Plans in the event of a completewithdrawal therefrom, as of the close of the most recent fiscal year of eachsuch Multiemployer Plan ended prior to the date of the most recent Advance, wouldnot be reasonably expected to result in a Material Adverse Effect.

###  

### **(d)****                                 **The Parent and itsSubsidiaries do not maintain or contribute to any employee welfare benefit plan(as defined in Section 3(1) of ERISA) which provides benefits to retiredemployees or other former employees (other than as required by Section 601of ERISA) or any Plan the obligations with respect to which is reasonablylikely to result in a Material Adverse Effect.

###  

## **22.28**                 Security

##  

It is the legal andbeneficial owner of all assets and other property which it purports to charge,mortgage, pledge, assign or otherwise secure pursuant to each Security Documentand those Security Documents to which it is a party create and give rise tovalid and effective Security having the ranking expressed in those SecurityDocuments.

 

## **22.29**                 Investment Company Act

##  

In the case of theBorrower only, neither it nor any of its Subsidiaries is an “investment company”or a company “controlled” by an “investment company” within the meaning of theInvestment Company Act of 1940.

 

## **22.30**                 Margin Stock

##  

No Advance will be usedto purchase or carry any Margin Stock (as defined in Regulation U of the Boardof Governors of the Federal Reserve System) or to extend credit for the purposeof purchasing or carrying any Margin Stock. Neither the making of any Advance nor the use of the proceeds of it willviolate or be inconsistent with the provisions of Regulation T, U or X of theBoard of Governors of the Federal Reserve System.

 

## **22.31**                 Public Utility Holding Company Act

##  

Neither the Borrower norany of its Subsidiaries is a “holding company” or a “subsidiary company” of a “holdingcompany” or an “affiliate” of a “holding company” or of a “subsidiary company”of a “holding company” within the meaning of the Public Utility Holding CompanyAct of 1935.

 

## **22.32**                 Insurance

##  

On the Initial BorrowingDate, each member of the Group is adequately insured for the purposes of itsbusiness with reputable underwriters or insurance companies against such 

 

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risks and to such extentas is usual for prudent companies carrying on such a business (including, butnot limited to, loss of earnings, business interruption and directors’ andofficers’ liability).

 

## **22.33**                 Labour Relations

##  

### **(a)****                                 **Neither it nor anyother member of the Group is engaged in any unfair labour practice which might,either individually or in aggregate, have a Material Adverse Effect.

###  

### **(b)****                                 **There is (i) nounfair labour practice complaint pending against it or any other member of theGroup, or to its knowledge, threatened against any of them, before the NationalLabor Relations Board (or any non-U.S. equivalent of it), and no grievance orarbitration proceeding arising out of or under any collective bargainingagreement is pending against it or any other member of the Group or, to itsknowledge, threatened against any of them, (ii) no material strike, labourdispute, slowdown or stoppage pending against it or any other member of theGroup or, to its knowledge, threatened against it or any other member of theGroup, and (iii) no union representation question with respect to itsemployees or the employees of any other member of the Group, except (withrespect to any matter specified in this paragraph (b), either individually orin the aggregate) such as will not have a Material Adverse Effect.

###  

## **22.34**                 Subsidiaries

##  

Part VI of Schedule 10(*Material Subsidiaries*) correctlysets out all the Material Subsidiaries as at the Effective Date.

 

## **22.35**                 Benefits of SubordinationProvisions

##  

### **(a)****                                 **The subordinationprovisions contained in the Senior Subordinated Notes and in the other SeniorSubordinated Note Documents are enforceable against the respective Obligorsparty thereto and the holders of the Senior Subordinated Notes, and all SecuredObligations are within the definition of “Senior Debt” or “Guarantor SeniorDebt”, as the case may be, included in such subordination provisions.

###  

### **(b)****                                 **The subordinationprovisions contained in the Senior Subordinated Convertible Bonds and in theother Senior Subordinated Convertible Bond Documents are enforceable againstthe 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)****                                 **On and after theexecution and delivery thereof, the subordination provisions contained in anyagreement or instrument relating to Permitted Subordinated Indebtedness will beenforceable against the debtor thereunder and the holders of such Indebtedness.

###  

## **22.36**                 Repetition

##  

Each Repeating Representation is deemed to be made by each Obligormaking such Repeating Representation on the date of this Agreement in relationto itself and its 

 

117

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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)****                                 **each Utilisation Dateand on the first day of each Interest Period or, as the case may be, Term; and

###  

### **(b)****                                 **in the case of anyAcceding Guarantor on the day the same becomes (or if earlier, is required tohave become) an Acceding Guarantor.

###  

# **23.**                               INFORMATION UNDERTAKING

#  

Each Obligor hereby covenants and agrees that on and after the InitialBorrowing Date and until the aggregate amount of all the Commitments and allDocumentary Credits have terminated and the Secured Obligations, together withinterest, fees and all other obligations incurred hereunder and thereunder(other than indemnity and other similar obligations that are not then due andpayable), are paid in full:

 

## **23.1**                        Information Covenants

##  

Each Obligor will maintain, for itself and each of its Subsidiaries, asystem of accounting established and administered in accordance with GAAP, andthe Borrower will furnish to the Agent (with a sufficient number of copies foreach of the Agent and Lenders):

 

### **(a)****                                 ****MonthlyReports:**  Within35 days (or 50 days in the case of the last fiscal month of any fiscal quarterof the Parent) after the end of each fiscal month of the Parent, the unauditedaccounts of the Group for that fiscal month (showing line items for revenues,net sales, gross profit, operating profit and depreciation and amortisation),in each case on a consolidated basis for the respective fiscal month and forthe elapsed portion of the fiscal year ended with the last day of such fiscalmonth, in each case setting forth comparative figures for the related month inthe previous fiscal year and the comparable figures for such fiscal month asset forth in the respective Projections delivered pursuant to paragraph (d) (*Projections*) below, all of whichstatements shall be in form reasonably satisfactory to the Agent provided that(i) in the event the Consolidated Leverage Ratio is less than or equal to3.00:1.00, no such accounts need be furnished and (ii) in the event theConsolidated Leverage Ratio is greater than 3.00:1.00, the above accounts shallbe, or continue to be, furnished as abovementioned from the next most recentmonth end falling closest to the date of the relevant Compliance Certificatesetting out such Consolidated Leverage Ratio.

###  

### **(b)****                                 ****QuarterlyFinancial Statements:**  Within 50 days after the close of each of thefirst three quarterly accounting periods in each fiscal year of the Parent:

###  

(i)                     the unauditedconsolidated quarterly financial statements of the Group for that quarterlyaccounting period and for the elapsed portion of the fiscal year ended with thelast day of such quarterly accounting period including data of the Parent andits Consolidated Subsidiaries compiled by segment relating to net sales,operating results, operating result margins, invested capital and return oncapital employed, in each case, setting forth comparative figures for therelated periods in the prior fiscal year and the Projections relating to suchquarterly accounting period; and

 

118

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(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 accounting period,

 

all of which shall becertified by an Authorised Representative of the Parent, subject to normalyear-end audit adjustments.

 

### **(c)****                                 ****AnnualFinancial Statements:**  Within 95 days after the close of each fiscalyear of the Parent:

###  

#### **(i)****                                   **the audited consolidated financial statements of the Parent and itsConsolidated Subsidiaries as at the end of such fiscal year setting forthcomparative figures for the preceding fiscal year and the projected figures forsuch fiscal year as set forth in the respective Projections and certified (withan unqualified audit report) by PricewaterhouseCoopers, Ernst & Young,KPMG, Deloitte & Touche or such other independent certified publicaccountants of recognised national standing reasonably acceptable to the Agent,together with a Compliance Certificate of such accounting firm stating that inthe course of its regular audit of the financial statements of the Parent andits Subsidiaries, which audit was conducted in accordance with generallyaccepted auditing standards, such accounting firm obtained no knowledge insofaras related 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’s discussions and analysis of the important operationaland financial developments during such fiscal year, and in the event the Parentis a Reporting Company under the Securities Exchange Act, the furnishing of theParent’s Form 10-K Report filed with the SEC for such annual accountingperiods,

####  

all of which shall becertified by an Authorised Representative of the Parent, subject to normalyear-end audit adjustments.

 

### **(d)****                                 ****Projections:**  No later than (i) ten days after thecompletion thereof and (ii) 95 days after the close of each fiscal year for theParent and its Subsidiaries, updated projections (from the Projectionscontained in the Information Memorandum) prepared on a quarterly basis for theimmediately succeeding two fiscal years commencing at the close of the fiscalyear referenced above, all prepared in a manner consistent with the Projections(prepared for the purposes of the Information Memorandum) and which in anyevent shall (A) provide consolidated line items consistent with those whichwill be reported in the monthly reports referenced in paragraph (a) (*Monthly Reports*) and (B) containinformation broken down by segment, by quarter, as is provided in theProjections.  All Projections deliveredpursuant to this paragraph (d) shall be in form, scope and substance reasonablysatisfactory to the Agent acting reasonably and with at least the same level ofdetail as 

 

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### 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.

###  

### **(e)****                                 ****Officer’sCertificates:**  At the time of the delivery of the financialstatements provided for in Clauses 23.1(a) (*Monthly Reports*), (b) (*QuarterlyFinancial Statements*) and (c) (*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(b) (*Quarterly FinancialStatements*) and (c) (*AnnualFinancial Statements*), set forth the calculations required toestablish whether the Parent was in compliance with the provisions of Clauses24 (*Financial Condition*), 25.2 (*Conduct of Business)*, 25.7 (*Additional Security and Further Assurances*),26.2 (*Consolidation, Merger, Purchase orSale 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.

###  

### **(f)****                                   ****Notice ofDefault or Litigation:**  After an officer ofany Obligor obtains knowledge thereof, (i) promptly and in any event withinthree Business Days give notice of the occurrence of any event whichconstitutes a Default or an Event of Default and (ii) promptly and in any eventwithin five Business Days give notice of any litigation or governmentalinvestigation or proceeding pending (A) against the Parent or any of itsSubsidiaries which could reasonably be expected to have a Material AdverseEffect, (B) with respect to any Indebtedness which is individually in excess of€15,000,000 (or its equivalent in other currencies) of the Parent or any of itsSubsidiaries or (C) with respect to any Finance Document.

###  

### **(g)****                                ****Other Reportsand Filings:**  Promptly, copies of all other financialinformation, reports, proxy materials and other information, if any, which theParent or any of its Subsidiaries shall file with the SEC or deliver to holdersof its Indebtedness (with an outstanding principal amount in excess of€25,000,000 (or its equivalent in other currencies)) pursuant to the terms ofthe documentation governing such Indebtedness (or any trustee, agent or otherrepresentative therefor).

###  

### **(h)****                                ****New Subsidiaries;Etc:**  As soon as practicable and in any eventwithin 50 days after the close of each of the first three fiscal quarters ofeach fiscal year of the Parent and within 95 days after the close of eachfiscal year of the Parent:

###  

#### **(i)****                                   **a list showing each Subsidiary of the Parent established, created oracquired during the respective fiscal quarter or year, and each Subsidiarywhich has had any Equity Interests transferred during the respective fiscalquarter or year (in each case describing in reasonable detail the respectivetransfer of Equity Interests), in each case naming the direct owner of allEquity Interests in such Subsidiary and describing such Equity Interests inreasonable detail, and certifying that each such Subsidiary, and each Obligorwhich owns any Equity Interests therein, has taken all actions, if any,required pursuant to Clause 25.7 (*AdditionalSecurity and Further Assurance*) and the relevant Security 

 

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#### Documents andcertifying the Parent’s compliance with the provisions of Clause 25.2 (*Conduct of Business*); and

####  

#### **(ii)****                               **a list of Material Subsidiaries stating that the Subsidiaries solisted constitute Material Subsidiaries and certifying that such person hasacceded or will in accordance with Clause 25.7 (*Additional Security and Further Assurances*) accede as aGuarantor.

####  

### **(i)****                                   ****Annual Meetingswith Lenders:**  At the request of the Agent, the Parentshall, within 120 days after the close of each fiscal year (beginning with thefiscal year ending in 2003) of the Parent, hold a meeting, at a time and placeselected by the Parent and acceptable to the Agent, with all of the Lenders(then available) to review the financial results of the previous fiscal yearand the financial condition of the Parent and its Subsidiaries and the budgetspresented for the current fiscal year of the Parent and its Subsidiaries.

###  

### **(j)****                                   ****OtherInformation:**  From time to time, such other information ordocuments (financial or otherwise) with respect to the Parent or its Subsidiariesas the Agent (whether acting on its own or at the request of any Lender) mayreasonably request in writing.

###  

## **23.2**                        Books, Records andInspections

##  

Each Obligor shall (andthe Parent shall procure that each member of the Group will), at reasonabletimes, on reasonable prior notice and to a reasonable extent subject only tothe provision of any confidentiality undertaking required by such Obligor(acting reasonably), afford (a) at any time before a Default or Event ofDefault has occurred, and is continuing, the Agent or any professional adviserto the Agent or representative of the Agent or (b) at any time after a Defaultor Event of Default has occurred or is continuing, any Finance Party, anyprofessional advisor to such Finance Party, or representative of such FinanceParty (an “**Inspecting Party**”)access to, and permit such Inspecting Party to inspect or observe, such part ofthe Group Business as is owned or operated by such Obligor and to have accessto books, records, accounts, documents, computer programmes, data or otherinformation in the possession of or available to such Obligor or member of theGroup and to take such copies as may be considered appropriate by suchInspecting Party.

 

## **23.3**                        Insurance

##  

The Parent shall (if sorequested by the Agent) supply the Agent with copies of all material insurancepolicies or certificates of insurance in respect thereof or (in the absence ofthe same) such other evidence of the existence of such policies as may bereasonably acceptable to the Agent and shall, in any event, notify the Agent ofany material changes to its insurance cover made from time to time.

 

## **23.4**                        ERISA

##  

### **(a)****                                 **As soon as possibleand, in any event, within 15 days after the Parent, any Subsidiary of theParent or any ERISA Affiliate knows or has reason to know of the occurrence ofany of the following, the Parent will deliver to the Agent a certificate of thechief financial officer or treasurer of the Parent setting forth details as tosuch occurrence and the action, if any, that the Parent, such Subsidiary orsuch ERISA Affiliate is 

 

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### required or proposes to take, together withany notices required or proposed to be given to or filed with or by the Parent,such Subsidiary, such ERISA Affiliate, the PBGC, a Plan or Multiemployer Planparticipant or the Plan administrator with respect thereto:

###  

#### **(i)****                                   **that a Reportable Event has occurred;

####  

#### **(ii)****                               **that a contributing sponsor (as defined in section 4001(a)(13)of ERISA) of a Plan subject to Title IV of ERISA is subject to the advancereporting requirement of PBGC Regulation section 4043.61 (without regardto subparagraph (b)(1) thereof), and an event described in subsection .62(unless such reporting requirement is waived), .63, .64, .65, .66, .67 or .68of PBGC Regulation Section 4043 is reasonably expected to occur withrespect to such Plan within the following 30 days;

####  

#### **(iii)****                           **that an accumulated funding deficiency (within the meaning of section 412of the Code or section 302 of ERISA) has been incurred or an applicationis reasonably likely to be or has been made to the Secretary of the Treasuryfor a waiver or modification of the minimum funding standard (including anyrequired instalment payments) or an extension of any amortisation period under section 412of the Code or section 303 or 304 of ERISA with respect to a Plan orMultiemployer Plan;

####  

#### **(iv)****                              **that a contribution required to be made by the Parent or aSubsidiary or an ERISA Affiliate to a Plan or Multiemployer Plan or Non-U.S.Pension Plan has not been timely made except where any such failure to make atimely contribution is not reasonably likely to result in a material liability;

####  

#### **(v)****                                  **that a Plan or Multiemployer Plan has been or is reasonably likelyto be terminated (other than a standard termination pursuant to section 4041(b)of ERISA), reorganised, partitioned or declared insolvent under Title IV ofERISA;

####  

#### **(vi)****                              **that a Plan or Multiemployer Plan has an Unfunded Current Liabilitygiving rise to a lien under ERISA or the Code;

####  

#### **(vii)****                          **that proceedings are reasonably likely to be or have been institutedto terminate or appoint a trustee to administer a Multi Employer Plan;

####  

#### **(viii)****                      **that a proceeding has been instituted pursuant to Section 515of ERISA to collect a delinquent contribution to a Plan;

####  

#### **(ix)****                             **that the Parent, any Subsidiary of the Parent or any ERISA Affiliateis reasonably likely to incur a material liability (including any indirect,contingent, or secondary liability) to or on account of the termination of orwithdrawal from a Plan or Multiemployer Plan or otherwise under section 4062,4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan orotherwise under section 401(a)(29), 4971, 4975 or 4980 of the Code or section 409or 502(i) or 502(l) of ERISA or with respect to a group health plan (as definedin section 607(1) of ERISA or section 4980B(g)(2) of the Code) under section 4980Bof the Code; or

 

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#### **(x)****                                 **that the Parent or any Subsidiary of the Parent is reasonably likelyto incur a liability that, when aggregated with all other such liabilities,will exceed $5,000,000 pursuant to any employee welfare benefit plan (asdefined in Section 3(1) of ERISA) that provides benefits to retiredemployees or other former employees (other than as required by Section 601of ERISA) or pursuant to any Plan or Non-U.S. Pension Plan in addition to anyliability existing on the Effective Date pursuant to any such welfare orpension plan or plans.

####  

### **(b)****                                 **The Parent willdeliver to the Agent copies of any records, documents or other information thatmust be furnished to the PBGC with respect to any Plan pursuant to Section 4010of ERISA.

###  

### **(c)****                                 **The Parent willdeliver to the Agent a complete copy of the annual report (Form 5500) of eachPlan (including, to the extent required, the related financial and actuarialstatements and opinions and other supporting statements, certifications,schedules and information) required to be filed with the Internal RevenueService.

###  

### **(d)****                                 **In addition to anycertificates or notices delivered to the Agent pursuant to paragraph (a) abovecopies 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 Your ClientChecks”

##  

Each Acceding Guarantor or existing Obligor shall promptly upon therequest of the Agent or any Lender (and in any event within 90 days of suchrequest) and each Lender shall promptly upon the request of the Agent supply,or procure the supply of, such documentation and other evidence as is reasonablyrequested by the Agent (for itself or on behalf of any Lender) or any Lender(for itself or on behalf of any prospective new Lender) in order for the Agent,such Lender or any prospective new Lender to carry out and be satisfied withthe results of all necessary “know your client” or other checks in relation tothe identity of any person that it is required to carry out in relation to thetransactions contemplated in the Finance Documents.

 

# **24.**                               FINANCIALCONDITION

#  

## **24.1**                        Capital Expenditures

##  

### **(a)****                                 **The Parent and theBorrower will not permit any of its Subsidiaries (other than a member of theCEAL Group to which the CEAL Exception Conditions apply) to, make any CapitalExpenditures, except that the Parent and its Subsidiaries may make CapitalExpenditures (in each fiscal year of the Parent, a “**Capital Expenditure Allowance**”) in aggregate notexceeding for any fiscal year of the Parent (beginning with its fiscal yearended closest to 31 December 2004) the amount (as adjusted as provided inparagraph (c)) set forth below opposite such fiscal year: 

 

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| **Fiscal Year of Parent  Ended In** | ** ** | **Amount** | ** **  |
|-------------------------------------|------------|------------|-------------|
|                                |       |       |        |
| 2004                                |       | €     | 92,000,000  |   |
|                                |       |       |        |
| 2005                                |       | €     | 96,000,000  |   |
|                                |       |       |        |
| 2006                                |       | €     | 108,000,000 |   |
|                                |       |       |        |
| 2007                                |       | €     | 120,000,000 |   |
|                                |       |       |        |
| 2008                                |       | €     | 124,000,000 |   |
|                                |       |       |        |
| 2009                                |       | €     | 128,000,000 |   |
|                                |       |       |        |
| 2010                                |       | €     | 132,000,000 |   |

 

provided that, in any fiscal year of the Parent, up to 25 per cent. ofthe unutilised amount of the Capital Expenditure Allowance for such fiscal yearmay be carried forward to the following fiscal year and aggregated with theCapital Expenditure Allowance of that following fiscal year, such aggregatedamount being the Capital Expenditure Allowance for that following fiscal year.

 

### **(b)****                                 **In addition to theCapital Expenditures Allowances permitted pursuant to paragraph (a) above, theParent and its Subsidiaries may make additional Capital Expenditures asfollows:

###  

#### **(i)****                                   **the reinvestment of proceeds of Recovery Events that are notrequired to be applied to prepay the Outstandings pursuant to paragraph (d) (*Insurance Claims*) of Clause 13.1 (*Repayment from Net Proceeds*); and

####  

#### **(ii)****                               **the reinvestment of Net Sale Proceeds from asset sales pursuant tothe first proviso to paragraph (b) (*AssetSale*) of Clause 13.1 (*Repaymentfrom Net Proceeds*).

####  

### **(c)****                                 **At the time any €5Million Permitted Acquisition is consummated, the respective CapitalExpenditure Allowances shall be deemed automatically adjusted on a prospectivebasis as follows:

###  

#### **(i)****                                   **for each fiscal year which begins and ends after the date on which a€5 Million Permitted Acquisition has been consummated, the Capital ExpenditureAllowance for 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)****                               **for each fiscal year of the Parent during which a €5 MillionPermitted Acquisition is being consummated, the Capital Expenditure Allowancefor that fiscal year shall be increased by an amount equal to the product of(x) the 

 

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#### 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 numerator ofwhich is the number of days remaining in the fiscal year of the Parent duringwhich the respective €5 Million Permitted Acquisition was consummated and thedenominator of which is 365 or 366, as the case may be.

 

## **24.2**                        Ratios

 

### **(a)****                                 ****ConsolidatedInterest Coverage Ratio.**

 

The Parent and the 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:

 

| **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**

###  

The Parent and the Borrower agree that it will not permit theConsolidated Fixed Charge Coverage Ratio for any Test Period, in each casetaken as one accounting period, ended on the last day of any fiscal quarter ofthe Parent described below to be less than the amount set forth opposite suchfiscal quarter below:

 

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| **Fiscal Quarter Ended  Closest To** | ** ** | **Ratio** | ** ** |
|--------------------------------------|------------|-----------|------------|
|                                 |       |      |       |
| 31  March 2004                  |       | 1.05:1.00 |       |
| 30  June 2004                   |       | 1.05:1.00 |       |
| 30  September 2004              |       | 1.05:1.00 |       |
| 31  December 2004               |       | 1.05:1.00 |       |
|                                 |       |      |       |
| 31  March 2005                  |       | 1.05:1.00 |       |
| 30  June 2005                   |       | 1.05:1.00 |       |
| 30  September 2005              |       | 1.05:1.00 |       |
| 31  December 2005               |       | 1.10:1.00 |       |
|                                 |       |      |       |
| 31  March 2006                  |       | 1.10:1.00 |       |
| 30  June 2006                   |       | 1.10:1.00 |       |
| 30  September 2006              |       | 1.15:1.00 |       |
| 31  December 2006               |       | 1.15:1.00 |       |
|                                 |       |      |       |
| 31  March 2007                  |       | 1.15:1.00 |       |
| 30  June 2007                   |       | 1.15:1.00 |       |
| 30  September 2007              |       | 1.15:1.00 |       |
| 31  December 2007               |       | 1.15:1.00 |       |
|                                 |       |      |       |
| 31  March 2008 and thereafter   |       | 1.15:1.00 |       |

 

### **(c)****                                 ****MaximumConsolidated Leverage Ratio**

###  

The Parent and the Borrower agree that it will not permit theConsolidated Leverage Ratio for any Test Period ended on the last day of anyfiscal quarter of the Parent described below to be greater than the ratio setforth opposite such period below:

 

| **Fiscal Quarter Ended  Closest To** | ** ** | **Ratio**  | ** ** |
|--------------------------------------|------------|------------|------------|
|                                 |       |       |       |
| 31  December 2003               |       | 4.45:1.00  |       |
| 31  March 2004                  |       | 4.45:1.00  |       |
| 30  June 2004                   |       | 4.45:1.00  |       |
| 30  September 2004              |       | 4.45:1.00  |       |
| 31  December 2004               |       | 4.45:1.00  |       |
| ** **                           | ** ** | ** ** | ** ** |
| 31  March 2005                  |       | 4.45:1.00  |       |
| 30  June 2005                   |       | 4.35:1.00  |       |
| 30  September 2005              |       | 4.20:1.00  |       |
| 31  December 2005               |       | 4.10:1.00  |       |
| ** **                           | ** ** | ** ** | ** ** |
| 31  March 2006                  |       | 4.00:1.00  |       |
| 30  June 2006                   |       | 3.90:1.00  |       |
| 30  September 2006              |       | 3.80:1.00  |       |
| 31  December 2006               |       | 3.70:1.00  |       |
| ** **                           | ** ** | ** ** | ** ** |
| 31  March 2007                  |       | 3.55:1.00  |       |
| 30  June 2007                   |       | 3.45:1.00  |       |
| 30  September 2007              |       | 3.35:1.00  |       |
| 31  December 2007               |       | 3.25:1.00  |       |
| ** **                           | ** ** | ** ** | ** ** |
| 31  March 2008 and thereafter   |       | 3.00:1.00  |       |

 

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# **25.**                               POSITIVEUNDERTAKINGS

#  

## **25.1**                        Use of Proceeds

##  

The Borrower will, and will cause each of its Subsidiaries to, use theproceeds of the Utilisations for the purposes specified in Clause 2.2 (*Purpose*).

 

## **25.2**                        Conduct of Business

##  

The Obligors shall, and will procure that their respective Subsidiarieswill from time totime (directly or indirectly) engage in the Group Business and reasonableextensions thereof.

 

## **25.3**                        Taxes

##  

Each Obligor will, and will procure each of its Subsidiaries to, fileall material tax returns on time and pay and discharge all material taxes andgovernmental charges payable by or assessed upon it prior to the date on whichthe same became overdue and without causing any Lien to be created, exceptthose that are being contested in good faith by appropriate proceedings and forwhich adequate reserves have been established on the books and records of the relevantObligor in accordance with GAAP.

 

## **25.4**                        Compliance with Laws

##  

Each Obligor will, and will procure each of its Subsidiaries to, complywith all applicable laws to which it may be subject, if failure to comply withwhich would reasonably be expected to have a Material Adverse Effect.

 

## **25.5**                        End of Fiscal Years;Fiscal Quarters

##  

Each Obligor will ensure that (a) each of its, and each of itsSubsidiaries’, fiscal years (for accounting and SEC disclosure purposes) end on31 December and (b) itself, and each of its Subsidiaries, maintain fiscalquarters consistent therewith.

 

## **25.6**                        Ranking of Claims

##  

Each Obligor shall ensurethat at all times the claims of the Finance Parties against it under theFinance Documents rank at least *pari passu*with the claims of all its unsecured creditors save those whose claims arepreferred by any bankruptcy, insolvency, liquidation or similar laws of generalapplication.

 

## **25.7**                        Additional Securityand Further Assurances

##  

### **(a)****                                 **Each Obligor shall,and the Parent shall procure that each member of the Group shall, at its ownexpense, promptly take all such action as the Agent or the Security Trustee 

 

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### may reasonably require for the purpose ofperfecting or protecting any Finance Party’s rights with respect to theSecurity intended to be created or evidenced by the Security Documents.

###  

### **(b)****                                 **The Parent shallprocure that:

###  

#### **(i)****                                   **any Material Subsidiary (other than a member of the CEAL Group towhich the CEAL Exception Conditions apply) which has not entered into aSecurity Document over all or substantially all of its assets; or

####  

#### **(ii)****                               **any member of the Group (other than a member of the CEAL Group towhich the CEAL Exception Conditions apply) which owns or acquires an asset thefair market value of which exceeds €5,000,000 (or its equivalent in othercurrencies) or which is, in the opinion of the Agent (acting reasonably)material in the context of the Group and which is not subject to a firstpriority security interest in favour of the Security Trustee,

####  

in each case to ensure that Clause 25.2 (*Conduct of Business*) and Clause 26.13 (*Assets and EBITDA Attributable to Qualified Obligors*)are complied with,

 

shall (unless prohibited by Law or unless the Agent, acting reasonably,is satisfied that the costs and time involved in effecting the relevant Lienwould be excessive in comparison with the benefit gained by the Finance Partiesas a result of that security interest being effected), within 30 days afterbeing required to do so by the Agent, accede as a Guarantor (if not already aGuarantor in accordance with Clause 27 (*Accessionof New Guarantors*)) and execute such additional Security Documentsin favour of the Security Trustee (in form and substance satisfactory to theSecurity Trustee, but containing provisions on substantially the same terms asany corresponding Security which is then already in place over the relevanttype of asset under the Security Documents) as the Security Trustee mayrequire.

 

### **(c)****                                 **At any time whilstthere is a continuing Event of Default each Obligor shall execute and deliverto the Security Trustee such additional Security Documents in such form and inrelation to such assets as the Security Trustee may require.

###  

### **(d)****                                 **The Parent shallprocure that, following the irrevocable payment and cancellation in full of thePermitted Receivables Facility in existence as at the Initial Borrowing Date,each of Buhrman Office Products Nederland BV, Buhrmann Silver SA and BuhrmannSilver US LLC shall pledge all its receivables in favour of the SecurityTrustee in form and substance reasonably satisfactory to the Agent within 30days after being required to do so by the Agent.

###  

## **25.8**                        Stock Pledges inNon-U.S. Subsidiaries of the Borrower Which Are Not Guarantors

##  

### **(a)****                                 **If following a change(the “**Deemed Dividend Rule Change**”) in Section 956 of theCode or the regulations, rules, rulings, notices or other officialpronouncements issued or promulgated thereunder, counsel for the Parentreasonably acceptable to the Agent does not within 45 days after a request fromthe Agent or the Instructing Group deliver evidence, in form, scope andsubstance reasonably satisfactory to the Agent, with respect to any Non-U.S.Subsidiary of the Borrower which has share capital 

 

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### owned directly by the Borrower or one or moreU.S. Subsidiaries of the Borrower and which has not already had all of itsstock pledged pursuant to the relevant Pledge Agreements that a pledge of66-2/3 per cent. or more of the total combined voting power of all classes ofshare capital 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 capital nottheretofore pledged pursuant to the relevant Pledge Agreements shall be pledgedto the Security Trustee for the benefit of the Finance Parties pursuant to thePledge Agreement set out in paragraph 2 of Section A of Part III of Schedule 3(*Security Documents*) (or anotherpledge agreement in substantially similar form, if needed), with all documentsdelivered pursuant to this Clause 25.8 to be in form and substance reasonablysatisfactory to the Agent and the Instructing Group.

###  

### **(b)****                                 **Notwithstandinganything to the contrary contained above, in the circumstances otherwisecontemplated above, the pledge specified above (so long as such Non-U.S.Subsidiary does not accede as a Guarantor) shall not be required if, followinga Deemed Dividend Rule Change, the taking of the action otherwise requiredabove would result in other material negative tax consequences to the Parentand/or its Subsidiaries, and so long as the Parent or the Borrower deliversnotification to the Agent to such effect (showing in reasonable detail thematerial negative tax consequences which would result therefrom).  It is understood and agreed that,notwithstanding anything to the contrary contained above, the restrictions onthe percentage of voting stock of Non-U.S. Subsidiaries required to be pledgedshall not apply to (i) any Subsidiaries of the Parent which are not Non-U.S.Subsidiaries of the Borrower and (ii) any Non-U.S. Subsidiaries of the Borrowerwhich are Guarantors or are Subsidiaries of a Non-U.S. Subsidiary of theBorrower which is a Guarantor.

###  

## **25.9**                        NecessaryAuthorisations

##  

Each Obligor shall (andthe Parent shall procure that each member of the Group shall) obtain, complywith and do all that is necessary to maintain in full force and effect allNecessary Authorisations.

 

## **25.10**                 Insurance

##  

Each Obligor shall (andthe Parent shall procure that each member of the Group shall) effect andmaintain insurances on and in relation to its business and assets withreputable underwriters or insurance companies against such risks (including,but not limited to, loss of earnings, business interruption, directors’ andofficers’ liability cover) and to such extent as is usual for prudent companiescarrying on a business such as that carried on by such member of the Group.

 

## **25.11**                 Infringement of IntellectualProperty

##  

Each Obligor shall (andthe Parent shall procure that each member of the Group will):

 

### **(a)****                                 **notify the Agentpromptly of any infringement or suspected infringement or any challenge to thevalidity of any of the present or future Intellectual Property Rights owned,used or exploited by it which may come to its notice if the same would be 

 

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### reasonably likely to have a Material AdverseEffect and take all necessary steps (including, without limitation, theinstitution of legal proceedings) to prevent third parties infringing such IntellectualProperty Rights to the extent that failure to do so would be reasonably likelyto have a Material Adverse Effect;

###  

### **(b)****                                 **take all necessaryaction to safeguard and maintain its rights, present and future, in or relatingto all Intellectual Property Rights owned, used or exploited by it to theextent that failure to do so would be reasonably likely to have a MaterialAdverse Effect (in each case including, without limitation, paying allapplicable renewal fees, licence fees and other outgoings); and

###  

### **(c)****                                 **not enter into anylicence or other agreement or arrangement in respect of Intellectual PropertyRights other than between members of the Group and/or on normal arm’s lengthcommercial terms and will comply with all licences to it of any Intellectual PropertyRights in each case to the extent that failure to do so would be reasonablylikely to have a Material Adverse Effect.

###  

## **25.12**                 Interest Rate Protection

##  

The Borrower shall (orshall procure that a member of the Group shall):

 

### **(a)****                                 **within 2 months of theInitial Borrowing Date enter into and maintain interest rate hedgingarrangements with Hedge Counterparties to limit the Group’s exposure to adversemovements in interest rates and/or currency exchange in relation to the TermFacilities (other than the Incremental Term Facility);

###  

### **(b)****                                 **ensure that sucharrangements are entered into in the form of Hedging Agreements or, as the casemay be, Other Hedging Agreement in accordance with the policy set out in theHedging Letter; and

###  

### **(c)****                                 **promptly provide theAgent with certified true copies of each such Hedging Agreement or, as the casemay be, Other Hedging Agreement entered into which are necessary for the Agentto monitor compliance with this Clause 25.12.

###  

## **25.13**                 Non-U.S. Pension Plans

##  

The Parent shall ensurethat all Non-U.S. Pension plans maintained by or for the benefit of any memberof the Group and/or any of its employees:

 

### **(a)****                                 **are maintained andoperated in all material respects in accordance with all applicable laws fromtime to time except where the failure to do so is not reasonably likely toresult in a Material Adverse Effect; and

###  

### **(b)****                                 **are fundedsubstantially in accordance with the governing provisions of such schemes andall laws applicable thereto with any shortfall in funding advised by actuariesof recognised standing being rectified in accordance with such governingprocedures and applicable laws except where the failure to do so is notreasonably likely to result in a Material Adverse Effect.

 

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## **25.14**                 Regulation U

##  

The Parent shall ensurethat on each Utilisation****Date, lessthan 25 per cent. of the value (as determined by any reasonable method) of theassets of the Group taken as a whole will constitute Margin Stock (as definedin Regulation U referred to below).  TheParent shall ensure that no Advance will be used to purchase or carry anyMargin Stock and neither the making of any Advance nor the use of the proceedsof it will violate or be inconsistent with the provisions of Regulations T, U orX of the Board of Governors of the Federal Reserve System of the United States.

 

## **25.15**                 Ownership of Subsidiaries

##  

### **(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 theBorrower and (ii) the Borrower shall at all times own directly or indirectly(through one or more Wholly-Owned U.S. Subsidiaries) 100 per cent. of the capitalstock of CEXP.

###  

### **(b)****                                 **The Parent and theBorrower shall at all times own, directly or indirectly, 100 per cent. of theshare capital or other Equity Interests of each of their respectiveSubsidiaries except to the extent:

###  

#### **(i)****                                   **with respect to Non-U.S. Subsidiaries, directors’ qualifying sharesand other nominal amounts of shares required by applicable law to be held bypersons (other than directors) are issued from time to time (so long as therespective Subsidiary continues to constitute a Wholly-Owned Subsidiary of theParent);

####  

#### **(ii)****                               **100 per cent. of the share capital of any such Subsidiary is sold,transferred or otherwise disposed of pursuant to a transaction permitted byClause 26.2 (*Consolidation, Merger, Purchaseor Sale of Assets, etc.*);

####  

#### **(iii)****                           **less than 100 per cent. of the share capital or other EquityInterests are acquired in the respective Subsidiary pursuant to a PermittedAcquisition which meets the criteria specified in the definition of PermittedAcquisition and Permitted Acquisition Conditions; or

####  

#### **(iv)****                              **set forth on Part VII of Schedule 10 (*Existing Investments*).

####  

### **(c)****                                 **One or more Obligorsshall at all times directly own 100 per cent. of the outstanding capital ofeach Receivables Subsidiary.

###  

## **25.16**                 Financial Assistance andFraudulent Conveyance

##  

The Parent will ensure that all payments and provision of guarantees,security and other assistance by and between members of the Group have been andwill be made in compliance with applicable local laws and regulationsconcerning fraudulent conveyance, financial assistance by a company for theacquisition of or subscription for its own shares or the shares of its parentor any other company or concerning the protection of shareholders’ capital.

 

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## **25.17**                 Tax Consolidation

##  

The Parent will procure that the Borrower and each of its 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 as practicableif it has not already done so as at the Initial Borrowing Date.

 

# **26.**                               NEGATIVEUNDERTAKINGS

#  

## **26.1**                        Liens

##  

Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group towhich the CEAL Exception Conditions apply) to, create orpermit to exist any Lien upon or with respect to any of its respective propertyor assets, whether now owned or hereafter acquired other than the following(Liens described below are herein referred to as “**Permitted Liens**”):

 

### **(a)****                                 **inchoate Liens fortaxes, assessments or governmental charges or levies on its property if thesame shall not at the time be delinquent or thereafter can be paid withoutpenalty, or are being contested in good faith and by appropriate proceedingsand for which adequate reserves in accordance with GAAP shall have been setaside on its books;

###  

### **(b)****                                 **Liens imposed by lawand other similar Liens arising in the ordinary course of business which (i)secure the payment of obligations not more than 90 days past due, (ii) arebeing contested in good faith by appropriate proceedings and for which adequatereserves in accordance with GAAP shall have been set aside on its books or(iii) in aggregate are immaterial;

###  

### **(c)****                                 **encumbrances orcharges 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)****                                 **Liens existing on thedate hereof which (i) are described in Part I of Schedule 10 (*Existing Liens*) or (ii) secure CapitalisedLease Obligations described in Part I of Schedule 10 (*Existing Liens*), to the extent consistingof lessors’ rights in property subject to Capitalised Leases, which Liens maynot be renewed, extended or granted to secure refunding or refinancingIndebtedness, except (x) for renewals, extensions, refundings or refinancingsof Third Party Existing Indebtedness effected pursuant to Clause 26.4(b) (*Indebtedness*) and (y) so long as theprincipal amount of the Indebtedness secured is not increased as a result ofsuch renewal, extension, refunding, or refinancing and the Liens do not extendto property or assets not originally subject to the Liens securing therespective issue of Third Party Existing Indebtedness as originally permittedpursuant to this paragraph (d);

###  

### **(e)****                                 **Liens createdpursuant to the Finance Documents;

###  

### **(f)****                                   **Liens in or uponReceivables Facility Assets sold or otherwise transferred pursuant to aPermitted 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)****                                **Liens upon assets ofthe Parent and its Subsidiaries subject to Capitalised Lease Obligations to theextent 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)****                                   **Liens placed uponassets used in the ordinary course of business of the Parent or any of itsSubsidiaries (other than any Receivables Subsidiary) (i) at the time ofacquisition thereof by the Parent or any such Subsidiary or within 120 daysthereafter in the case of property other than Real Property and (ii) within 180days after the completion of the construction or substantial improvements inthe case of Real Property, in each case to secure Indebtedness incurredpursuant to Clause 26.4(c) (*Indebtedness*)to pay all or a portion of the purchase price thereof or the cost of thesubstantial 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)****                                   **Liens arising fromprecautionary UCC financing statement filings regarding operating leasesentered into by the Parent or any of its Subsidiaries (other than anyReceivables Subsidiary) in the ordinary course of business;

###  

### **(k)****                               **Liens arising out ofconditional sale, title retention, consignment or similar arrangements for thesale of goods entered into by the Parent or any of its Subsidiaries in theordinary course of business in accordance with the past practices of the Parentand its Subsidiaries prior to the Initial Borrowing Date;

###  

### **(l)****                                   **Liens on assets ofany Subsidiary of the Parent acquired as a result of a Permitted Acquisitionand securing only Permitted Acquired Debt of such Subsidiary;

###  

### **(m)****                             **Liens which may bedeemed to exist as a result of the consummation of one or more sale-leasebacktransactions effected in accordance with the requirements of paragraph (c) ofClause 26.2 (*Consolidation, Merger, Purchaseor Sale of Assets, etc.*);

###  

### **(n)****                                **Liens arising out ofthe existence of judgments or awards not constituting an Event of Default underClause 28.8 (*Execution or Distress*),provided that no cash or property is deposited or delivered to securethe respective judgment or award (or any appeal bond in respect thereof), exceptas permitted by the following paragraph (o);

###  

### **(o)****                                 **Liens (other than anyLien imposed by ERISA) (i) incurred or deposits made in the ordinary course ofbusiness in connection with workers’ compensation, unemployment insurance, oldage pensions and other types of social security, (ii) to secure the performanceof tenders, statutory obligations (other than excise taxes), surety, stay,customs and appeal bonds, statutory bonds, bids, leases, government contracts,trade contracts, utility payments, performance and return of money bonds andother similar obligations (exclusive of obligations for the payment of borrowedmoney) or (iii) arising by virtue of deposits made in the ordinary course ofbusiness 

 

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### and consistent with past practice to securethe performance by the Parent and its Subsidiaries of obligations arising underleases of Real Property, provided that the aggregate amount of depositsat any time pursuant 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 to cashand Cash Equivalents on deposit in one or more of the accounts described below,in each case granted in the ordinary course of business in favour of the bankor banks with which the accounts are maintained, securing amounts owing to suchbank with respect to cash management and operating account arrangements,including those involving pooled accounts and netting arrangements; and

###  

### **(q)****                                 **Liens not otherwisepermitted by the foregoing clauses (a) through (p) to the extent attaching toproperties and assets (but not Equity Interests in any person) with anaggregate fair value not in excess of, and securing liabilities not in excessof, €35,000,000 (or its equivalent other currencies) in the aggregate at anytime outstanding.

###  

In connectionwith the granting of Liens of the type described in paragraphs (d), (f), (h),(i), (k), (l), (m) and (q) of this Clause 26.1 by the Parent or any of itsSubsidiaries, the Agent and the Security Trustee shall be authorised, at therequest of the Parent or the Borrower, to take any actions deemed appropriateby it in connection therewith (including, without limitation, by executingappropriate lien releases or lien subordination agreements in favour of theholder or holders of such Liens, in either case solely with respect to theassets subject to such Liens).

 

## **26.2**                        Consolidation,Merger, Purchase or Sale of Assets, etc.

##  

Each Obligor will not, and will not permit any of its Subsidiaries toenter into any transaction of merger or consolidation, or convey, sell, leaseor otherwise dispose of (or agree to do any of the foregoing at any futuretime) all or any part of its property or assets, or enter into anysale-leaseback transactions, or purchase or otherwise acquire (in one or aseries of related transactions) any part of the property or assets (other thanpurchases or other acquisitions of inventory, materials, equipment andintangible assets in the ordinary course of business) of any person, exceptthat:

 

### **(a)****                                 **save in respect ofany sales, leases or disposals described in paragraph (c)(iii) below, thisClause 26.2 does not apply to a member of the CEAL Group to which the CEALException Conditions apply;

###  

### **(b)****                                 **Capital Expendituresby the Parent and its Subsidiaries (other than any Receivables Subsidiary)shall be permitted to the extent permitted by Clause 24.1 (*Capital Expenditures*);

###  

### **(c)****                                 **each of the Parentand its Subsidiaries (other than any Receivables Subsidiary) may:

###  

#### **(i)****                                   **in the ordinary course of business, sell, lease or otherwise disposeof any equipment which, in the reasonable judgment of such person, is obsolete,worn out or otherwise no longer used or useful in the conduct of such person’sbusiness;

 

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#### **(ii)****                               **so long as no Default or Event of Default then exists or wouldresult therefrom, sell, lease or otherwise dispose of any other assets (otherthan the assets described in sub-paragraph (iii) below), provided that:

####  

### **(A)**                               **Fair MarketValue**:  each such sale, lease or disposition shall bein an arm’s-length transaction and for Fair Market Value;

###  

### **(B)**                               **75% CashPayment**:  excluding asset sales the Fair Market Valueof which, in the aggregate, does not exceed €5,000,000 (or equivalent in othercurrencies) in any fiscal year of the Parent, at least 75 per cent. of theconsideration for all assets sold, leased or otherwise disposed of pursuant tothis sub-paragraph (ii) shall be in the form of cash and paid at the time ofclosing of such sale, lease or other disposition; and

###  

### **(C)**                               **Cap Net SaleProceeds**:  the aggregate Net Sale Proceeds of all assetssubject to sales or other dispositions pursuant to this sub-paragraph (ii) (forpurposes of this proviso only, excluding asset sales or other dispositionswhere the Net Sale Proceeds therefrom are less than €500,000 (or its equivalentin other currencies)) shall not exceed (x) in the event the ConsolidatedLeverage Ratio is greater than 3.75:1.00, €15,000,000 (or its equivalent inother currencies) in aggregate in any fiscal year of the Parent and (y) in theevent the Consolidated Leverage Ratio is less than or equal to 3.75:1.00,€50,000,000 (or its equivalent in other currencies) in aggregate in any fiscalyear of the Parent,

###  

### provided further, that in addition to theabove sales, leases and dispositions, the Parent and its Subsidiaries shall bepermitted to effect one or more additional sales or assets so long as (aa) eachsuch sale shall be on an arm’s-length transaction and for Fair Market Value,(bb) at least 90 per cent. of the consideration for all such additional 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 wouldresult therefrom, sell, lease or otherwise dispose of CEAL or all orsubstantially all of the assets of the CEAL Group, provided that:

####  

### **(A)**                               **Fair MarketValue**:  any such sale, lease or disposition shall bein an arm’s-length transaction and for Fair Market Value;

###  

### **(B)**                               **75% CashPayment**:  at least 75 per cent. of the considerationfor all assets sold, leased or otherwise disposed of pursuant to thissub-paragraph (iii) shall be in the form of cash and paid at the time ofclosing of such sale, lease or other disposition; and

###  

### **(C)****                              ****ConsolidatedLeverage Ratio**: the Consolidated Leverage Ratio as set out inClause 24.2(c) (*Maximum ConsolidatedLeverage Ratio*) shall, at the time of such sale, lease and/ordisposition be complied with on a Pro Forma Basis.

 

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### provided further that no sale-leasebacktransactions shall be permitted to be made pursuant to the foregoing provisionsof this paragraph (c);

###  

### **(d)****                                 **Investments may bemade to the extent permitted by Clause 26.5 (*Advances,Investments and Loans*);

###  

### **(e)****                                 **each of the Parentand its Subsidiaries (other than any Receivables Subsidiary) may lease (aslessee) real or personal property in the ordinary course of business (so longas any such lease does not create a Capitalised Lease Obligation except to theextent permitted by Clause 26.4) (*Indebtedness*);

###  

### **(f)****                                   **each of the Parentand its Subsidiaries (other than any Receivables Subsidiary) may make sales ortransfers of inventory in the ordinary course of business;

###  

### **(g)****                                **each of the Parentand its Subsidiaries (other than any Receivables Subsidiary) may sell ordiscount, in each case without recourse and in the ordinary course of business,overdue accounts receivable arising in the ordinary course of business, butonly in connection with the compromise or collection thereof consistent withcustomary practice (and not as part of any bulk sale or financing ofreceivables);

###  

### **(h)****                                **transfers ofcondemned property to the respective governmental authority or agency that hascondemned 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)****                                   **each of the Parentand its Subsidiaries may license, sublicense or transfer software, trademarksand other intellectual property which (i) do not materially interfere with thebusiness of the Parent and its Subsidiaries taken as a whole and (ii) could notreasonably be expected to have a Material Adverse Effect;

###  

### **(j)****                                   **so long as no Defaultor Event of Default exists at the time of the respective transfer of assets orimmediately after giving effect thereto, (i) the Parent and its Subsidiariesmay transfer assets to the Parent or the Borrower or any Wholly-OwnedSubsidiary of either of them which is a Qualified Obligor at such time, (ii) inthe ordinary course of its business and consistent with past practice, theParent and its Subsidiaries may transfer inventory and equipment toWholly-Owned Subsidiaries of the Parent or the Borrower which are not QualifiedObligors and which are not inactive Non-Material Subsidiaries and (iii) anyWholly-Owned Subsidiary of the Parent or the Borrower which is neither aGuarantor nor an inactive Non-Material Subsidiary may transfer assets to anyother Wholly-Owned Subsidiary of the Parent which is neither a Guarantor nor aninactive Non-Material Subsidiary, in each case so long as (x) if the respectivetransfer is being made to any Obligor, all actions needed to maintain theperfection and priority of the security interests, if any, of the Lenders inthe assets so transferred are taken at the time of the respective transfer and(y) the Parent reasonably determines that the transfer is not reasonably likelyto be adverse to the Lenders in any material respect, provided always that inall cases, no such transfer shall result in the reduction in the value of theSecurity subject to the Security Documents as at the Initial Borrowing Dateand/or would have a Material Adverse Effect;

 

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### **(k)****                               **so long as no Defaultor Event of Default exists at the time of the respective transfer of assets orimmediately after giving effect thereto, (i) any Non-U.S. Subsidiary of theParent which is a Wholly-Owned Subsidiary of the Parent may merge with or intothe Parent or any other Non-U.S. Subsidiary of the Parent which is also aWholly-Owned Subsidiary of the Parent and is a Qualified Guarantor at such time(so long as (A) in the case of any such merger with or into the Parent, theParent is the survivor of such merger and (B) in the case of any other suchmerger, the survivor is a Wholly-Owned Subsidiary of the Parent which is aQualified Guarantor), (ii) any Wholly-Owned U.S. Subsidiary of the Parent maybe merged into the Borrower (as long as the Borrower is the survivingcorporation of such merger as a Wholly-Owned Subsidiary of the Parent) or anyother Wholly-Owned U.S. Subsidiary of the Borrower which is a QualifiedGuarantor at such time (so long as the surviving company of such merger remainsa Wholly-Owned U.S. Subsidiary of the Borrower which is a Qualified Guarantor)and (iii) any Non-Guarantor Subsidiary may merge with or into any otherNon-Guarantor Subsidiary, provided always that in all cases, no such transfershall result in the reduction in the value of the Security subject to theSecurity Documents as at the Initial Borrowing Date and/or would have aMaterial Adverse Effect;

###  

### **(l)****                                   **in addition totransfers permitted above, and so long as no Default or Event of Default existsat the time of the respective transfer or immediately after giving effectthereto, the Obligors shall be permitted to transfer assets (other than cash,Cash Equivalents and Equity Interests in any Obligor) to the Parent or otherSubsidiaries of the Parent so long as cash in an amount at least equal to theFair Market Value of the assets so transferred is received by the respectivetransferor, provided always that in all cases, no such transfer shall result inthe reduction of the value of the Security subject to the Security Documents asat the Initial Borrowing Date and/or would have a Material Adverse Effect;

###  

### **(m)****                             **so long as no Defaultor Event of Default then exists (and would not exist immediately after givingeffect thereto), the Parent shall be permitted to repurchase Equity Interestsin Subsidiaries of the Parent which are not Wholly-Owned Subsidiaries of theParent (before giving effect to the respective purchase) at prices not toexceed the Fair Market Value thereof, provided that, (i) after givingeffect to each purchase pursuant to this paragraph (m), the financial covenantsin Clause 24 (*Financial Condition*)are in compliance on a Pro Forma Basis and (ii) at the date of the declarationof each purchase (and if such purchase is consummated within 30 days of such declaration)pursuant to this paragraph (m), the Borrower shall have Available Liquidity ofat least €50,000,000;

###  

### **(n)****                                **inactive Non-MaterialSubsidiaries of the Borrower or the Parent (excluding in any event theBorrower) may be liquidated from time to time, so long as the Parent or theBorrower, 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 theBorrower;

###  

### **(o)****                                 **sales, contributionsand other transfers by the Receivables Sellers of Receivables Facility Assetsto the respective Receivables Subsidiary and sales and other transfers ofReceivables Facility Assets by a Receivables Subsidiary to one or more purchaserspursuant to the respective Permitted Receivables Facility, and purchases andacquisitions of Receivables Facility Assets by the Receivables Subsidiaries, ineach 

 

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### case pursuant to the terms of the respectivePermitted Receivables Facility, shall be permitted;

###  

### **(p)****                                 **so long as no Defaultor Event of Default then exists, and so long as no Default or Event of Defaultwill exist after giving effect to the respective Permitted Acquisition, the Parentand its Wholly-Owned Subsidiaries (other than any Receivables Subsidiary) mayfrom time to time make Permitted Acquisitions, so long as the requirementscontained in the definitions of “Permitted Acquisition” and “PermittedAcquisition Conditions” are satisfied;

###  

### **(q)****                                 **to the extent theParent or any of its Subsidiaries acquires (but not pursuant to a PermittedAcquisition) or constructs any Real Property or acquires (but not pursuant to aPermitted Acquisition) any equipment, in each case after the Initial BorrowingDate, then (i) in the case of Real Property, within 180 days of the acquisitionthereof (or in the case of Real Property being constructed or upon whichsubstantial improvements are being made, within 180 days after the completionof such construction or substantial improvements) and (ii) in the case ofequipment, within 120 days of the acquisition thereof, the Parent or therespective Subsidiary owning same may sell the respective Real Property orequipment pursuant to a sale-leaseback transaction so long as (A) there shallexist no Default or Event of Default (both before and after giving effectthereto), (B) the sale is on an arm’s-length transaction and for Fair MarketValue, (C) at least 75 per cent. of the aggregate consideration therefor shallbe in the form of cash and is paid at the time of consummation of sale and (D)to the extent Capitalised Lease Obligations result from the respectivesale-leaseback, such Capitalised Lease Obligations shall be permitted pursuantto Clause 26.4 (*Indebtedness*);

###  

### **(r)****                                 **each of the Parentand its Subsidiaries may sell or liquidate, in each case for cash at fairmarket value (as reasonably determined by the Parent or the respectiveSubsidiary), Cash Equivalents;

###  

### **(s)****                                 **so long as no Defaultor Event of Default is then in existence (or shall exist after giving effectthereto), the Parent and its Subsidiaries may effect one or more Sales In Lieuof Liquidation in accordance with the definition thereof contained herein; and

###  

### **(t)****                                   **acquisitions forvalue of Senior Subordinated Notes and Senior Subordinated Convertible Bondsmay be made to the extent permitted by Clause 26.8(a)(iv) (*Limitation on Voluntary Payments and Modifications ofIndebtedness; Modifications of Certificate of Incorporation, By-Laws andCertain 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 inthe Borrower or any Subsidiary of the Parent which owns Equity Interests, inthe Borrower or (y) sell any Equity Interests in any other Subsidiary of theParent unless, in the case of this clause (y), the respective sale ordisposition meets the requirements of one or more of the paragraphs of thisClause 26.2 unless all Equity Interests in the respective Subsidiary owned byParent 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 anyCollateral is sold as 

 

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permitted bythis Clause 26.2, such Collateral (unless sold to the Parent or a Subsidiary ofthe Parent) shall be sold free and clear of the Liens created by the SecurityDocuments, and the Agent and Security Trustee shall be authorised to take anyactions deemed appropriate in order to effect the foregoing.

 

## **26.3**                        Restricted Payments

##  

Each Obligor will not, and will not permit any of its Subsidiaries tomake any Restricted Payment, except that:

 

### **(a)****                                 **any Subsidiary of theBorrower may pay Dividends to its shareholders, in each case so long as theBorrower or any Subsidiary of the Borrower which owns an Equity Interest insuch Subsidiary receives a percentage of any such Dividends which is at leastequal to its percentage Equity Interest in the respective Subsidiary paying theDividend;

###  

### **(b)****                                 **any Subsidiary of theParent (other than the Borrower and its Subsidiaries if any Default or Event ofDefault is then in existence) may declare and pay Dividends or makedistributions to the Parent or a Wholly-Owned Subsidiary of the Parent;

###  

### **(c)****                                 **payments may be madefrom time to time with respect to Affiliate Debt permitted to be incurred andremain outstanding in accordance with the terms of this Agreement, in each caseso long as (x) the respective payment is permitted to be made in accordancewith the terms of the Intercreditor Deed and (y) other than in the case ofpayments made by any Non-U.S. Subsidiary of the Parent (which is not also a Subsidiaryof the Borrower) to the Parent and payments made by any person to the Borrower(or to any person which then transmits such payments to the Borrower or one ormore other persons who immediately transmit such payments to the Borrower), noDefault or Event of Default then exists (both before and after giving effect tothe respective payment);

###  

### **(d)****                                 **the Parent may (i)repurchase the Parent Common Stock and/or options to purchase the Parent CommonStock held by or (ii) make payments pursuant to equity appreciation rightsagreements to, directors, executive officers, members of management oremployees of the Parent or any of its Subsidiaries upon the death, disability,retirement or termination of such director, executive officers, member ofmanagement or employee, so long as (A) no Default or Event of Default thenexists or would exist after giving effect thereto and (B) the aggregate amountof cash expended by the Parent pursuant to this paragraph (d) shall not exceed€10,000,000 in any fiscal year of the Parent plus the net cash proceedsof Parent Common Stock sold to directors, executive officers, members ofmanagement or employees of the Parent and its Subsidiaries in such fiscal year;

###  

### **(e)****                                 **the Parent may payregularly accruing Dividends with respect to Parent Preference Shares C throughthe issuance of additional shares of Parent Preference Shares C in accordancewith the terms of the Preferred Equity Financing Documents governing same orfrom the proceeds (if any) of any Cumulative Excess Cash Flow, provided that atthe date of the declaration of payment of such Dividend (and if such payment ismade within 30 days of such declaration), after giving effect to the payment ofsuch Dividends, the Borrower shall have Available Liquidity of at least €50,000,000.  For the purposes of this paragraph (e), “**CumulativeExcess Cash Flow**”means, at any 

 

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### time, as determined on each Excess Cash FlowPayment Date the aggregate amount of (i) Excess Cash Flow after applying theprovisions of Clause 13.3 (*Application ofMandatory Prepayments*) on such Excess Cash Flow Payment Date and(ii) the aggregate Excess Cash Flow for each previous Excess Cash Flow PaymentDate not utilised during their respective Excess Cash Flow Payment Period;

###  

### **(f)****                                   **if any ParentPreference Shares B are issued after the Initial Borrowing Date in accordancewith the terms of the Parent’s Articles of Association as the terms of theParent Preference Shares B thereunder are in effect on the Initial BorrowingDate or as thereafter amended in a manner no less favorable to the Lenders,then at any time and from time to time thereafter, so long as no Default orEvent of Default then exists, and so long as no Default or Event of Defaultwill exist after giving effect to the respective redemption of ParentPreference Shares B, the Parent may redeem its outstanding Preference Shares B,at their issue price plus any accrued and unpaid dividends thereon, providedthat at the date of the declaration of the respective redemption of the ParentPreference Shares B (and if such redemption is consummated within 30 days ofsuch declaration), after giving effect to the respective redemption, theBorrower shall have Available Liquidity of at least €50,000,000; and

###  

### **(g)****                                **so long as no Defaultor Event of Default then exists, and so long as no Default or Event of Defaultwill exist after giving effect to the respective payment of Dividends, theParent may pay, during the first six months of any fiscal year of the Parentregularly accruing Dividends based on the Parent’s Consolidated Net Income forthe immediately preceding fiscal year:

###  

#### **(i)****                                   **with respect to Parent Preference Shares A (so long as there is noincrease to the number of shares of outstanding Parent Preference Shares Aafter the Initial Borrowing Date), in an aggregate amount not to exceed thatamount determined in accordance with the Articles of Association of the Parent(as in effect on the Initial Borrowing Date or as thereafter amended in amanner no less favorable to the Lenders) and the resolution of the ExecutiveBoard of the Parent providing for the first issuance of Parent PreferenceShares A, it being understood and agreed that the aggregate amount of Dividendspaid in respect of the Parent Preference Shares A in each fiscal year of theParent pursuant to this sub-paragraph (i) shall not exceed €11,200,000 for thefiscal years ending closest to 31 December 2003 through till 2008, andthereafter in such amount as calculated in accordance with the Articles of Associationof the Parent (referred to as the “**ApplicablePreference Share 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 Dividend inany fiscal year of the Parent (beginning with fiscal year 2006), the differencebetween the amount paid in such fiscal year and the Applicable Preference ShareA Dividend, may be carried forward and used to pay Dividends in respect of theParent Preference Shares A in succeeding fiscal years;

####  

#### **(ii)****                               **with respect to Parent Preference Shares B, if any, issued after theInitial Borrowing 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 favorable to the Lenders, in amounts determined in accordance with theArticles of Association of the Parent (as in effect on the Initial Borrowing 

 

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#### Date or asthereafter amended in a manner no less favorable to the Lenders); and

####  

#### **(iii)****                           **with respect to Parent Common Stock, provided that theaggregate amount of all Dividends paid during any fiscal year of the Parent pursuantto this sub-paragraph (iii) shall not exceed 35 per cent. of the ConsolidatedNet Income Available to Common (calculated before deducting any non-cashexceptionals accrued during such period) for the immediately preceding fiscalyear,

####  

providedfurther, that (A) in the case of each offoregoing sub-paragraphs (i), (ii) and (iii) (including the provisos thereto),at the date of the declaration of the payment of such Dividends (and if suchpayment is made within 30 days of such declaration), after giving effect to thepayment of such Dividends, the Borrower shall have Available Liquidity of atleast €50,000,000 and (B) in the case of the foregoing sub-paragraph (iii)(including the provisos thereto), after giving effect to the respective paymentof Dividends, the Consolidated Leverage Ratio shall be less than or equal to3.75:1:00.

 

Notwithstanding anything tothe contrary contained above, in the case of Dividends to be paid at any timepursuant to this paragraph (g), if on the date the payment and amount of therespective Dividends are announced, so long as the respective announcement ismade within 90 days prior to the payment of the respective Dividends, noDefault or Event of Default then exists, and no Default or Event of Defaultwould exist if Dividends in the respective amount announced (when added to anyother amounts of Dividends announced but not yet paid) were paid on such date(including, without limitation, pursuant to Clause 24.2(c) (*Maximum Consolidated Leverage Ratio*) aftergiving effect to the incurrence of any Indebtedness needed to finance same) andso long as the amount of Dividends to be paid complies with the requirements ofthis paragraph (g), 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 long as noDefault or Event of Default then exists or would exist after giving effect tothe payment of such Dividends, notwithstanding the failure to satisfy theAvailable Liquidity requirements on the date the respective Dividends areactually paid.

 

The foregoing provisions of this Clause 26.3 shall in no event restrictor limit the ability of any Obligor to make payments owing by them pursuant tothe terms of any Finance Document.

 

## **26.4**                        Indebtedness

##  

Each Obligor 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 or sufferto exist any Indebtedness, except:

 

### **(a)****                                 **Indebtedness incurredpursuant to this Agreement and the other Finance Documents;

 

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### **(b)****                                 **Existing Indebtednessoutstanding on the Initial Borrowing Date, without giving effect to anysubsequent extension, renewal or refinancing thereof, except that theThird Party Existing Indebtedness as set out in Section A of Part II of Schedule 10(*Existing Indebtedness*) may beRefinanced, or successively Refinanced, through one or more issues of PermittedRefinancing 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 (*Limitation onVoluntary 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 Indebtedness as is incurred pursuant to this paragraph (c))of (i) the Parent, the Borrower and one or more Qualified Guarantors or (ii) inthe case of Permitted Acquired Debt only, the respective Subsidiary orSubsidiaries acquired pursuant to such Permitted Acquisition, provided that:

###  

**(A)**                               no Default or Event of Default shallexist at the time of the incurrence of such Indebtedness and immediately aftergiving effect thereto; and

 

**(B)**                               the aggregate principal amount ofIndebtedness at any time outstanding pursuant to this paragraph (c) does notexceed €160,000,000 (or its equivalent in other currencies), of which no morethan €60,000,000 (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)****                                 **Indebtedness undernon-speculative Other Interest Hedging Agreements;

###  

### **(e)****                                 **Indebtedness of anyGuarantor owed to the Parent or any other Subsidiary of the Parent (not aninactive Material Subsidiary), provided that (i) any such Indebtedness(unless owed to the Borrower) shall be subordinated as, and to the extent,required by the last sentence of this Clause 26.4 and (ii) at the first time thatany person other than the Parent or any Subsidiary of the Parent (not aninactive Material Subsidiary) owns or holds any such Indebtedness or any personother than the Borrower or (other than in the case of Indebtedness owed by theBorrower) any Qualified Obligor holds a Lien in respect of such Indebtedness,the debtor of such Indebtedness shall be deemed to have incurred at such timeIndebtedness not permitted by this paragraph (e);

###  

### **(f)****                                   **Indebtedness of anySubsidiary of the Parent which is not a Guarantor owed to the Parent or anyother Subsidiary of the Parent, provided that (i) any suchIndebtedness owed to any Qualified Obligor shall (except as otherwise providedin the Intercreditor Deed) be unsubordinated and (ii) at the first timethat any person other than the Parent or any Subsidiary thereof owns or holdsany such Indebtedness or any person (other than the Borrower or any QualifiedObligor) holds a Lien in respect of such Indebtedness, the respective debtorshall be deemed to have incurred at such time Indebtedness not permitted bythis paragraph (f);

###  

### **(g)****                                **in addition to anyIndebtedness permitted by paragraph (f) above, Indebtedness of the Parent orany Wholly-Owned Subsidiary of the Parent to the Parent or another Wholly-OwnedSubsidiary of the Parent constituting the purchase price in respect of

 

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### 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)****                                   **Indebtedness of theParent 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, providedthat any obligations arising in connection with such bank overdraftIndebtedness is extinguished within five Business Days;

###  

### **(j)****                                   **Indebtedness incurredby the Parent or any of its Subsidiaries arising from agreements providing forindemnification related to sales of goods or adjustment of purchase price orsimilar obligations in any case incurred in connection with the disposition ofany business, assets or Subsidiary of the Parent;

###  

### **(k)****                               **accounts payable tovendors for goods and services obtained in the normal course of business andunder customary terms and conditions;

###  

### **(l)****                                   **Indebtedness of theBorrower, and subordinated guarantees thereof by the Parent and the Guarantors,under the Senior Subordinated Notes, the other Senior Subordinated NoteDocuments, the Senior Subordinated Convertible Bonds and the other SeniorSubordinated Convertible Bond Documents in an aggregate principal amount not toexceed $350,000,000 and €114,819,000 (as (x) increased, as a result of theissuance of any additional Senior Subordinated Notes to pay-in-kind anyregularly accruing interest on any outstanding Senior Subordinated Notes (orany Permitted Refinancing Indebtedness, other than the Senior SubordinatedNotes, issued to refinance same) in accordance with the terms applicable to theSenior Subordinated Notes and (y) reduced by any repayments of principalthereof except for any such repayments to the extent made as a result of theissuance of refinancing Senior Subordinated Notes in accordance with thedefinition of Senior Subordinated Notes contained herein);

###  

### **(m)****                             **Indebtedness whichmay be deemed to exist pursuant to one or more Permitted ReceivablesTransactions;

###  

### **(n)****                                **obligations incurredin the ordinary course of business in respect of bank overdrafts and withrespect to cash management and operating account arrangements, provided thatsuch arrangements are not the functional equivalent of extensions ofIndebtedness for borrowed money;

###  

### **(o)****                                 **additional unsecuredIndebtedness of the Parent or the Borrower consisting of (x) unsecuredguarantees by the Parent or the Borrower of obligations (which guaranteedobligations do not themselves constitute Indebtedness) of one or moreWholly-Owned Subsidiaries of the respective guarantor that are themselvesQualified Obligors, and (y) unsecured guarantees by the Parent or the Borrowerof leases pursuant to which one or more Wholly-Owned Subsidiaries of the respectiveguarantors that are themselves Qualified Obligors are the respective lessee;

###  

### **(p)****                                 **unsecuredIndebtedness of Subsidiaries of the Parent (which are not Subsidiaries of theBorrower) incurred from local banks which are supported by one or more 

 

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### Documentary Credit, provided thatIndebtedness shall be permitted to be incurred, and remain outstanding,pursuant to this paragraph (p) only to the extent that the aggregateoutstanding principal amount thereof is at all times supported by a DocumentaryCredit issued pursuant to this Agreement with a face amount equal to or greaterthan the principal amount of the Indebtedness outstanding pursuant to thisparagraph (p); and

###  

### **(q)****                                 **Indebtedness incurredby the members of the CEAL Group for the purposes of the day-to-day running ofits business provided that:

###  

#### **(i)****                                   **no Default or Event of Default shall exist at the time of theincurrence of each Indebtedness and immediately after giving effect thereto;

####  

#### **(ii)****                               **the Parent and its Subsidiaries will be in compliance with Clause 24(*Financial Condition*) on a ProForma Basis after giving effect to each incurrence of such Indebtedness; and

####  

#### **(iii)****                           **the ratio of consolidated total net debt to consolidated EBITDA ofthe CEAL Group shall not be equal to or greater than 2.00:1.00, both before andafter the incurrence of such Indebtedness.

####  

Notwithstanding anything to the contrary contained above or elsewhere inthis Agreement, (y) in no event shall the Parent or the Borrower permit anySubsidiary of the Parent other than the Borrower or any Qualified Guarantor toincur any Indebtedness or any other obligation having any element of recourseto any Obligor or to any of its assets or property and (z) Affiliate Debt(excluding only Affiliate Debt where each obligee and obligor (including anyguarantors) thereof are Subsidiaries of the Parent none of which are Obligors)shall only be permitted to be incurred and to remain outstanding if eachobligee and each obligor (including any guarantors) with respect to suchAffiliate Debt shall have become parties to the Intercreditor Deed inaccordance with the terms thereof.

 

## **26.5**                        Advances, Investmentsand Loans

##  

Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group towhich the CEAL Exception Conditions apply) to, directly orindirectly, lend money or credit or make advances to any person, or purchase oracquire any stock, obligations or securities of, or any other interest in, ormake any capital contribution to, any other person (all of the foregoing, “**Investments**”), except that the followingshall be permitted:

 

### **(a)****                                 **the Parent and itsSubsidiaries may acquire and hold accounts receivables arising in the ordinarycourse of business and owing to any of them;

###  

### **(b)****                                 **the Parent and itsSubsidiaries may acquire and hold Cash Equivalents, provided that at anytime there are Revolving Facility Outstandings and/or Swingline FacilityOutstandings, the aggregate amount of Cash Equivalents permitted to be held byParent and its Subsidiaries shall not exceed €50,000,000 (or its equivalent inother currencies) for any period of five (5) consecutive Business Days;

###  

### **(c)****                                 **the Parent and itsSubsidiaries may make loans and advances in the ordinary course of business totheir respective employees so long as the aggregate principal amount 

 

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### thereof at any time outstanding (determinedwithout regard to any write-downs or write-offs of such loans and advances)shall not exceed €10,000,000 (or its equivalent in other currencies);

###  

### **(d)****                                 **the Parent and itsSubsidiaries may enter into Other Interest Hedging Agreements to the extentpermitted in Clause 26.4(d) (*Indebtedness*);

###  

### **(e)****                                 **the Parent and itsSubsidiaries may enter into and perform their obligations under OtherCurrency/Commodity Hedging Agreements entered into in the ordinary course ofbusiness so long as any such Other Currency/Commodity Hedging Agreement is notspeculative in nature and is (i) related to income derived from foreign salesor operations of the Parent or any Subsidiary or otherwise related to purchasespermitted hereunder from foreign suppliers, (ii) entered into to protect theParent and/or its Subsidiaries against fluctuations in the prices of raw materialsused in their businesses or (iii) entered into to protect the Group’s exposureto adverse movements in foreign exchange in relation to the Facilities and anyPermitted Subordinated Indebtedness;

###  

### **(f)****                                   **loans may be made asexpressly permitted by paragraphs (e) and (f) of Clause 26.4 (*Indebtedness*);

###  

### **(g)****                                **the Parent and itsSubsidiaries may (i) sell or transfer assets to the extent permitted by Clause26.2 (*Consolidation, Merger, Purchase orSale of Assets, etc.*), and may acquire non-cash consideration in respectthereof to the extent permitted by Clause 26.2 (*Consolidation, Merger, Purchase or Sale of Assets, etc.*) and(ii) repurchase Equity Interests in certain of its Subsidiaries to the extentexpressly permitted pursuant to Clause 26.2(m) (*Consolidation, Merger, Purchase or Sale of Assets, etc.*);

###  

### **(h)****                                **the Parent may effectPermitted Acquisitions in accordance with the requirements of Clause 26.2(p) (*Consolidation, Merger, Purchase or Sale of Assets,etc.*) and an amount equal to the cash consideration therefor may becontributed, loaned or advanced to, or invested in, the respective person(which must be the Parent or a Wholly-Owned Subsidiary thereof) making suchPermitted Acquisition by the Parent or any of its Wholly-Owned Subsidiaries solong as all amounts so invested are in fact used within ten days of therespective payment to pay such consideration owing in connection with therespective Permitted Acquisition (or if not so used, are returned to the Parentor its respective Wholly-Owned Subsidiary at the 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 to Clause26.4 (*Indebtedness*);

###  

### **(j)****                                   **the Parent and itsSubsidiaries may, in the ordinary course of business, acquire and owninvestments (including debt obligations) received in connection with thebankruptcy or reorganisation of, or in settlement of delinquent obligations of,their suppliers and customers;

###  

### **(k)****                               **in addition toInvestments otherwise permitted above, the Parent and its Subsidiaries may hold(i) their interests in their respective Subsidiaries and (ii) Investments asare in effect on the Initial Borrowing Date which are set out in Part VII of Schedule 10(*Existing Investments*);

 

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### **(l)****                                   **(i) the Parent andthe Qualified Obligors may make cash common equity contributions to the capitalof Wholly-Owned Subsidiaries of the Parent which are also Qualified Obligors, providedthat in the event that any Qualified Obligor in which an investment is madepursuant to this paragraph (l) ceases to constitute a Wholly-Owned Subsidiaryof the Parent which is a Qualified Obligor, any remaining Investment therein bythe Parent or any of its Subsidiaries will be required to be independentlyjustified under another clause of this Clause 26.5 and (ii) Wholly-OwnedSubsidiaries may make cash equity investments (including, for this purpose,preferred equity investments) in Non-Guarantor Subsidiaries (A) to the extentall proceeds of such equity investment are immediately thereafter used by suchNon-Guarantor Subsidiary to repay in cash outstanding Intercompany Loans in alike amount previously made by a Qualified Obligor (and otherwise permittedhereunder) to such Non-Guarantor Subsidiary and (B) so long as any EquityInterest issued as consideration for such equity investment is promptly pledgedto the Security Trustee for the benefit of the Finance Parties to the extentrequired by Clause 25.7 (*Additional Securityand Further Assurances*)**orany Security Document;

###  

### **(m)****                             **Non-GuarantorSubsidiaries may make cash common equity contributions to the capital of otherNon-Guarantor Subsidiaries, provided that in the event that anyNon-Guarantor Subsidiary which has received a common equity contributionpursuant to this paragraph (m) ceases to constitute a Subsidiary of the Parent,any remaining Investment therein by the Parent or any of its Subsidiaries willbe required to be independently justified under another clause of this Clause26.5; and

###  

### **(n)****                                **so long as no Defaultor Event of Default then exists or would exist after giving effect thereto, theParent and its Subsidiaries may make additional Investments (which remainoutstanding on any date of determination) (i) in the event that theConsolidated Leverage Ratio is greater than 3.75:1.00, not exceeding inaggregate €15,000,000 (or its equivalent in other currencies) and (ii) in theevent the Consolidated Leverage Ratio is less than or equal to 3.75:1.00, notexceeding in aggregate €40,000,000 (or its equivalent in other currencies),(and will remain so after the making of each Investment made pursuant to thisproviso), it being understood and agreed that, at any time (ii) above is notapplicable, Investments made pursuant thereto shall be permitted to remain outstanding,but shall be taken into account in determining whether additional Investmentsmay be made pursuant to this paragraph (n) (without the benefits of (ii)above)).

###  

## **26.6**                        Transactions withAffiliates

##  

Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group towhich the CEAL Exception Conditions apply) to, enter into anytransaction or series of related transactions, with any Affiliate of the Parentor any of its Subsidiaries, other than in the ordinary course of business andon terms and conditions substantially as favorable to the Parent or suchSubsidiary as would reasonably be obtained by the Parent or such Subsidiary atthat time in a comparable arm’s-length transaction with a person other than anAffiliate, except that:

 

(a)                                  Restricted Payments may be paid to theextent provided in Clause 26.3 (*RestrictedPayments*);

 

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(b)                                 loans may be made and other transactionsmay be entered into between the Parent and its Subsidiaries to the extentexpressly permitted by Clauses 26.2 (*Consolidation,Merger, Purchase or Sale of Assets, etc.*), 26.4 (*Indebtedness*) and 26.5 (*Advances, Investments and Loans*);

 

(c)                                  customary fees may be paid to directorsof the Parent and its Subsidiaries;

 

(d)                                 the Parent and its Subsidiaries may enterinto employment arrangements with respect to the procurement of services oftheir respective officers and employees in the ordinary course of business,including executive compensation arrangements;

 

(e)                                  the Transaction shall be permitted;

 

(f)                                    the Parent and its Subsidiaries may enterinto the transactions contemplated by the Permitted Receivables FacilityDocumentation;

 

(g)                                 the Parent and its Subsidiaries may enterinto Tax Sharing Agreements; and

 

(h)                                 the Parent may issue Parent PreferenceShares B to the Permitted Holder thereof in accordance with the terms of theParent’s Articles of Association as the terms of the Parent Preference Shares Bthereunder are in effect on the Initial Borrowing Date or as thereafter amendedin a manner no less favorable to the Lenders.

 

In addition to the applicable requirements provided above, anytransaction or series of related transactions (other than as described insub-paragraphs (a) through (h) above and excluding transactions between theParent and/or one or more Wholly-Owned Subsidiaries of the Parent) between oramong the Parent and/or any of its Subsidiaries (other than the members of theCEAL Group to which the CEAL Exception Conditions apply), on the one hand, andany of their respective Affiliates, on the other hand, with a value in excessof (A) €5,000,000 shall only be permitted if a majority of the disinteresteddirectors of the Parent approve the transaction as meeting the standard setforth above in this Clause 26.6 and (B) €25,000,000 shall only be permitted ifthe parties thereto provide a fairness opinion from a person, and in form,scope and substance, reasonably satisfactory to the Agent.

 

## **26.7**                        Business

 

### **(a)****                                 **The Obligors willnot, and will not permit any of their Subsidiaries to, engage (directly orindirectly) in any business other than the Group Business and reasonableextensions thereof, provided that, for a period not extending beyond the datewhich occurs one year after the date the respective Permitted Acquisition isconsummated, any Subsidiary of the Parent which was acquired by the Parent orany of its Wholly-Owned Subsidiaries (other than the Receivables Subsidiary)pursuant to a Permitted Acquisition shall be permitted to engage in a businessother than the Group Business and reasonable extensions thereof to the extentso engaged by it immediately prior to such Permitted Acquisition (so long assuch other business was not undertaken in contemplation of the respectivePermitted Acquisition).

###  

### **(b)****                                 **The Parent will causeeach Receivables Subsidiary to comply with the requirements of Clause 26.11 (*Receivables Subsidiary and Permitted ReceivablesFacility*).

 

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## **26.8**                        Limitation onVoluntary Payments and Modifications of Indebtedness; Modifications ofCertificate of Incorporation, By-Laws and Certain Other Agreements; etc.

##  

### **(a)****                                 **Each Obligor willnot, and will not permit any of its Subsidiaries (other than a member of theCEAL Group to which the CEAL Exception Conditions apply) to:

###  

#### **(i)****                                   **amend or modify, or permit the amendment or modification of, anyprovision of any Preferred Equity Financing Documents or, after the incurrenceor issuance 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 Preferred EquityFinancing Documents, any Permitted Subordinated Indebtedness or any QualifiedPreferred Stock or of any agreement relating thereto which do not in any wayadversely affect the interests of the Lenders;

####  

#### **(ii)****                               **after entering into any Senior Subordinated Note Document or SeniorSubordinated Convertible Bond Document, amend or modify, or permit theamendment or modification of, any provision of such Senior Subordinated NoteDocument or Senior Subordinated Convertible Bond Document (except forimmaterial modifications to the Senior Subordinated Note Documents or SeniorSubordinated Convertible Bond Documents, which could not be adverse to theinterests of the Lenders in any respect, and which do not modify thesubordination provisions applicable thereto);

####  

#### **(iii)****                           **after entering into any Permitted Receivables Transaction, amend ormodify, or permit the amendment or modification of, any provision of thedocumentation relating thereto, except for amendments or modifications whichare not in any way adverse to the interests of the Lenders or that aredetermined to be immaterial by the Agent;

####  

#### **(iv)****                              **make (or give any notice in respect of) any voluntary or optionalpayment or prepayment on or redemption or acquisition for value of (including,without limitation, by way of depositing with the trustee with respect theretoor any person, money or securities before due for the purpose of paying whendue), exchange or purchase, redeem or acquire for value (whether as a result ofa change of control, the consummation of asset sales or otherwise) the SeniorSubordinated Notes (including, for the avoidance of doubt, any SeniorSubordinated Notes constituting Permitted Refinancing Indebtedness) and SeniorSubordinated Convertible Bonds (except for repayments, prepayments, redemptionsor acquisitions for value to the extent resulting from (1) the issuance ofreplacement Senior Subordinated Notes and Senior Subordinated Convertible Bondsand/or (2) the proceeds from the Incremental Term Facility) or, after theincurrence or issuance thereof, any Permitted Subordinated Indebtedness;

####  

#### **(v)****                                  **amend, modify or change its certificate of incorporation (including,without limitation, by the filing or modification of any certificate ofdesignation) articles of association or by-laws (or analogous organisationaldocuments), or any agreement entered into by it, with respect to its sharecapital (including 

 

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#### anyShareholders’ Agreement), or enter into any new agreement with respect to itsshare capital, other than any amendments, modifications or changes pursuant tothis 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)****                              **amend or modify, or permit the amendment or modification of, theIntercreditor Deed (except for the addition of parties thereto as contemplatedby this Agreement and the Intercreditor Deed).

####  

### **(b)****                                 **Neither the Parentnor any of its Subsidiaries shall designate any Indebtedness, other than theFacilities Obligations, as “Designated Senior Debt” for purposes of the SeniorSubordinated Notes, the other Senior Subordinated Note Documents, the SeniorSubordinated Convertible Bonds or the other Senior Subordinated ConvertibleBond Documents or, on and after the execution and delivery thereof, in anyagreement relating to Permitted Subordinated Indebtedness and PermittedRefinancing Indebtedness.

###  

## **26.9**                        Limitation onIssuance of Share Capital

##  

### **(a)****                                 **The Parent shall notissue (i) any preferred stock (other than (x) Qualified Preferred Stock,(y) Parent Preference Shares B in accordance with the applicableprovisions set forth in the Articles of Association of the Parent to StichtingPreferente Aandelen Buhrmann N.V. and (z) Parent Preference Shares Cissued in accordance with the requirements of the Preferred Equity FinancingDocuments and the issuance of additional shares of Parent Preference Shares Cin payment of regularly accruing dividends on theretofore outstanding shares ofParent Preference Shares C) or any options, warrants or rights to purchasepreferred stock or (ii) any redeemable (except at the option of theParent) ordinary share capital unless, in either case, all terms thereof aresatisfactory to the Instructing Group in their sole discretion.

###  

### **(b)****                                 **The Borrower will notissue, and the Parent and the Borrower shall not permit any of theirSubsidiaries (other than a member of the CEAL Group to which the CEAL ExceptionConditions apply) to issue, any share capital (including by way of sales oftreasury 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 Borrower 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.

 

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## **26.10**                 ERISA Compliance

##  

With respect to any Plan, the Parent shall not, nor shall it permit anyof its Subsidiaries (otherthan a member of the CEAL Group to which the CEAL Exception Conditions apply) orERISA Affiliates to:

 

### **(a)****                                 **engage in any “prohibitedtransaction” (as such term is defined in Section 406 of ERISA or Section 4975of the Code) for which a civil penalty pursuant to Section 502(i) of ERISAor a tax pursuant to Section 4975 of the Code may arise;

###  

### **(b)****                                 **incur an “accumulatedfunding deficiency” (as such term is defined in Section 302 of ERISA),whether or not waived, or permit any Unfunded Current Liability;

###  

### **(c)****                                 **permit the occurrenceof any Termination Event;

###  

### **(d)****                                 **except as discussedin Part V of Schedule 10 (*Plans*),be an “employer” (as such term is defined in Section 3(5) of ERISA)required to contribute to any Multiemployer Plan or a “substantial employer”(as such term is defined in Section 4001(a)(2) of ERISA) required to contributeto any Multiemployer Plan; or

###  

### **(e)****                                 **permit theestablishment or amendment of any plan or fail to comply with the applicableprovisions of ERISA and the Code with respect to any Plan which could result inliability to the Parent, any Subsidiary of the Parent or any ERISA Affiliate,

###  

in each case which,individually or in the aggregate, is reasonably likely to result in a MaterialAdverse Effect.

 

## **26.11**                 Receivables Subsidiary andPermitted Receivables Facility

##  

### **(a)****                                 **After theestablishment thereof, each Receivables Subsidiary shall engage in no businessactivities other than the purchase, acquisition, sale and pledge of receivables(or interest therein) and related Receivables Facility Assets pursuant toPermitted Receivables Facility and borrowings thereunder and any businessactivities reasonably incidental thereto, all in accordance with the terms ofthe Permitted Receivables Facility, and shall have no assets or liabilitiesother than Receivables Facility Assets, cash collections therefrom, any investmentsof such cash collections and other assets and liabilities reasonably incidentalto the foregoing activities.

###  

### **(b)****                                 **The Parent and itsSubsidiaries shall not cause, permit or suffer to exist (including as a resultof actions taken by the respective receivables purchasers) any termination of aPermitted Receivables Facility on any date prior to the Final Maturity Daterelating to the C Facility, except in the event the Permitted ReceivablesFacility is repaid, refinanced or otherwise replaced in accordance with theterms hereof by a replacement Permitted Receivables Facility.

###  

## **26.12**                 Limitation on Creation ofSubsidiaries

##  

### **(a)****                                 **Except as otherwisespecifically provided in paragraph (b) below, the Parent will not, and will notpermit any of its Subsidiaries (other than a member of the CEAL Group to whichthe CEAL Exception Conditions apply) to, establish, create or acquire after theInitial Borrowing Date any Subsidiary, provided that the Parent and itsWholly-Owned Subsidiaries shall be permitted to establish or createWholly-Owned

 

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### Subsidiaries so long as (i) subject toClauses 25.7 (*Additional Security andFurther Assurances*) and 25.8 (*StockPledges in Non-U.S. Subsidiaries of the Borrower Which Are Not Guarantors*),the Equity Interests of each such new Wholly-Owned Subsidiary is pledgedpursuant to, and to the extent required by, the applicable Security Documentsand, if such 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 newWholly-Owned Subsidiary, to the extent requested by an Agent or the InstructingGroup, takes all other actions required pursuant to Claus 25.7 (*Additional Security and Further Assurances*)  (including, without limitation, to, at itsown expense, execute, acknowledge and deliver, or cause the execution,acknowledgment and delivery of, and thereafter register, file or record in anyappropriate governmental office, any document or instrument reasonably deemedby the Security Trustee to be necessary or desirable for the creation andperfection of the Liens on its assets intended to be created pursuant to theapplicable Security Documents).

###  

### **(b)****                                 **In addition toSubsidiaries of the Parent created pursuant to preceding clause (a), the Parentand its Subsidiaries may establish, acquire or create, and make Investments in,Non-Wholly Owned Subsidiaries after the Initial Borrowing Date as a result ofany Permitted Acquisition (subject to the limitations contained in thedefinition thereof) and Investments expressly permitted to be made pursuant toClause 26.5 (*Advances, Investments and Loans*),provided that, and other than in relation to a member of the CEAL Groupto which the CEAL Exception Conditions apply, (i) each such Non-WhollyOwned Subsidiary shall not have been wholly-owned, directly or indirectly,immediately prior to the consummation of the respective Permitted Acquisition,(ii) all Equity Interests in each such Non-Wholly Owned Subsidiary shall bepledged by the Obligors which own same to the extent required by the relevantSecurity Document and (iii) any actions required to be taken pursuant to Clause25.7 (*Additional Security and FurtherAssurances*) in connection with the establishment, acquisition orcreation of, or Investments in, the respective Subsidiaries are taken inaccordance with the requirements of said Clause 25.7 (*Additional Security and Further Assurances*).

###  

## **26.13**                 Assets and EBITDA Attributableto Qualified Obligors

##  

### **(a)****                                 **Each Obligor agreesthat it shall not permit, for any Test Period ended after the Initial BorrowingDate, that portion of Consolidated EBITDA for such Test Period directlyattributable to the Qualified Obligors (determined on a Pro Forma Basis to includeany Qualified Obligors which became such, or were acquired, established orcreated, after the first day of the respective Test Period) to be less than66-2/3 per cent. of Adjusted Consolidated EBITDA for such Test Period.  For purposes of all

 

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### determinations pursuant to the immediatelypreceding sentence, the Consolidated EBITDA directly attributable to theQualified Obligors shall be that portion of Consolidated EBITDA directlyattributable to, and generated by, the Qualified Obligors, calculated byexcluding all amounts (including without limitation all amounts representingearnings on investments or intercompany loans made to the persons hereinafterdescribed, as well as any Consolidated EBITDA directly attributable to suchpersons) attributable to any person which is not a Qualified Obligor.

###  

### **(b)****                                 **Each Obligor agreesthat it shall not at any time permit that portion of Consolidated TangibleAssets directly owned by the Qualified Obligors (and not by their Subsidiariesor any other person who is not a Qualified Obligor) to be less than 66-2/3 percent. of Adjusted Consolidated Tangible Assets at such time.

###  

## **26.14**                 Accounting Policy

 

The Parent agrees that itwill not adopt any accounting policy or change the consistency of applicationof its accounting principles from GAAP (a) unless the revised policy andpractice adopted from time to time is generally accepted in The Netherlandsand/or in accordance with International Accounting Standards and (b) providedthat prior to any revised policy and practice being adopted the Parent willnotify the Agent thereof and, if required by the Agent, will either (i)negotiate in good faith with the Agent in order that the provisions of Clause24 (*Financial Condition*) may beamended as may be necessary to grant to the Lenders protection comparable tothat granted on the Effective Date or (ii) provide either financial statementson the same basis as before or provide financial statements containing astatement reconciling the previous and the then current accounting policy inorder that the Agent may determine the financial condition of the Group havingregard to the terms of this Agreement.

 

# **27.**                               ACCESSION OF NEW GUARANTORS

#  

### **(a)****                                 **The Parent willprocure that from time to time, there is delivered to the Agent in accordancewith Clause 25.7 (*Additional Security andFurther Assurances*) in respect of a Subsidiary of the Parent afterthe Effective Date, an Accession Notice duly executed by itself and therelevant Subsidiary together with the documents set out in Part II of Schedule 7(*Accession Documents*), as required byClause 25.7 (*Additional Security and FurtherAssurances*) and such other documents (including any new SecurityDocuments) as the Agent may reasonably require, in relation to such Subsidiaryall in form and substance satisfactory to the Agent.

###  

### **(b)****                                 **Upon delivery of aduly executed Accession Notice to the Agent, the Subsidiary party to it, theother Obligors and the Finance Parties, will assume such obligations towardsone another and/or acquire such rights against each other as they would eachhave assumed or acquired had such Subsidiary been an original party to thisAgreement as an Original Guarantor, and such Subsidiary shall become a party tothis Agreement as an Acceding Guarantor.

###  

# **28.**                               EVENTSOF DEFAULT

#  

Each of Clause 28.1 (*Non-**Payment*) to Clause 28.15 (*ReceivablesFacility*) describes the circumstances which constitute an Event ofDefault for the purposes of this Agreement.

 

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## **28.1**                        Non-Payment

##  

An Obligor fails to payany sum due from it under any Finance Document at the time, in the currency andin the manner specified in this Agreement (a) in the case of any principalamount of any Utilisation, in such time, currency and manner as so specifiedand (b) in any other case, in such time, currency and manner as so specifiedunless failure to pay was due solely to technical or administrative error inthe transmission of funds and the relevant sum is paid in full within 3Business Days of the due date.

 

## **28.2**                        Covenants

##  

### **(a)****                                 **An Obligor fails dulyto perform or comply with any provision of Clause 26 *(Negative Undertakings)* (other than Clause 26.10 (*ERISA Compliance*));

###  

### **(b)****                                 **The financialcondition of the Group fails to comply with any provision of Clause 24 (*Financial Condition*) or any other requirement of Clause 24 (*Financial Condition*) is not satisfied.

###  

## **28.3**                        Other Obligations

##  

An Obligor fails duly 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 Clauses28.1 (*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

##  

Any representation orstatement made or deemed to have been made by an Obligor in any FinanceDocument or in any notice or other document, certificate or statement deliveredby it, pursuant to it or in connection therewith is or proves to have beenincorrect or misleading in any material respect when made or deemed to havebeen made.

 

## **28.5**                        Cross Default

##  

### **(a)****                                 **Any PrimaryIndebtedness of any member of the Group is not paid when due or within anyoriginally applicable grace period;

###  

### **(b)****                                 **Any PrimaryIndebtedness of any member of the Group is declared (or is capable of beingdeclared) to be or otherwise becomes due and payable prior to its specifiedmaturity as a result of an event of default (however described); or

###  

### **(c)****                                 **Any commitment forany Primary Indebtedness of any member of the Group is cancelled or suspendedby a creditor of any member of the Group as a result of an event of default(however described).

###  

Provided that no Event ofDefault will occur under this Clause 28.5 if the aggregate amount of PrimaryIndebtedness and/or commitment for Primary Indebtedness falling withinparagraphs (a) to (c) above is less than €15,000,000 (or its equivalent in other currencies).

 

Forthe purposes of this Clause 28.5 only, “**Primary Indebtedness**” shall mean each of theitems as set out in paragraphs (a), (b), (c), (d), (f) and (g) of thedefinition of “**Indebtedness**”.

 

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## **28.6**                        Insolvency

 

Any member of the Groupis unable to pay its debts as they fall due, ceases or suspends generallypayment of its debts or announces an intention to do so, or commencesnegotiations with, or makes a proposal to do so, any one or more of itscreditors (other than any of the Finance Parties) with a view to the generalreadjustment or rescheduling of its Indebtedness or makes a general assignmentfor the benefit of or a composition with its creditors or a moratorium isdeclared in respect of the Indebtedness of any member of the Group.

 

## **28.7**                        Winding-up

 

Any member of the Grouptakes any corporate action or other steps are taken or legal proceedings arestarted (other than legal proceedings of a frivolous or vexatious nature whichare being contested in good faith and are stayed or discharged within 21 days)for its winding-up, dissolution, administration or re-organisation or for theappointment of a liquidator, receiver, administrator, administrative receiver,conservator, custodian, trustee or similar officer of it or of any or all ofits revenues and assets other than in connection with an amalgamation orre-organisation on a solvent basis.

 

## **28.8**                        Execution or Distress

##  

Any execution,expropriation, attachment, sequestration or distress is levied against, or anencumbrancer takes possession of, the whole or any part of, the property,undertaking or assets of any member of the Group having an aggregate value ofmore than €15,000,000 (or itsequivalent in other currencies) and the same is not discharged within 60 days.

 

## **28.9**                        Similar Events

##  

Any event occurs which,under the laws of any jurisdiction, has a similar or analogous effect to any ofthose events mentioned in Clause 28.6 (*Insolvency*),28.7 (*Winding-up*) or Clause 28.8 (*Execution or Distress*).

 

## **28.10**                 Change of Control

##  

### **(a)****                                 **After the InitialBorrowing Date, the Borrower ceases to be a Wholly-Owned Subsidiary of Parent.

###  

### **(b)****                                 **There is a Change ofControl.

###  

## **28.11**                 Repudiation

##  

Any Obligor repudiatesany of the Finance Documents to which it is party or does or causes to be doneany act or thing evidencing an intention to repudiate any of the FinanceDocuments to which it is party.

 

## **28.12**                 Illegality

##  

At any time it is orbecomes unlawful for an Obligor to perform or comply with any or all of itsobligations under any of the Finance Documents to which it is party or any ofthe obligations of an Obligor under any of the Finance Documents to which it isparty are not or cease to be legal, valid and binding.

 

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## **28.13**                 Qualifications of FinancialStatements

##  

The auditors qualifytheir report on any audited consolidated financial statements of the Group inany regard which, in the opinion of the Agent acting on the instructions of anInstructing Group, is material in the context of the Finance Documents and thetransactions contemplated thereby.

 

## **28.14**                 Guarantee

##  

The Guarantee or anyprovision thereof shall cease to be in full force or effect as to the relevantGuarantor (unless such Guarantor (other than the Parent) is no longer aSubsidiary by virtue of a liquidation, sale, merger or consolidation permittedby Clause 26.2 (*Consolidation, Merger,Purchase or Sale of Assets, etc.*)), or any Guarantor or personacting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor’sobligations under the Guarantee, or any Guarantor shall default in the dueperformance or observance of any term, covenant or agreement on its part to beperformed or observed pursuant to the Guarantee.

 

## **28.15**                 Receivables Facility

##  

Any default resulting inan early amortisation event or event permitting any receivables purchaser orreceivables purchasers to effect an early termination of any PermittedReceivables Facility (or a portion thereof) shall have occurred and becontinuing (after giving effect to any legally valid written waivers of such eventsadopted by the relevant receivables purchasers).

 

## **28.16**                 Acceleration

##  

Upon the occurrence of an Event of Default and while the same iscontinuing at any time thereafter, the Agent may (and, if so instructed by anInstructing Group, shall) by written notice to the Borrower:

 

### **(a)****                                 **declare all or anypart of the Outstandings to be immediately due and payable (whereupon the sameshall become so payable together with accrued interest thereon and any othersums then owed by any Obligor under the Finance Documents) or declare all orany part of the Outstandings to be due and payable on demand of the Agent;and/or

###  

### **(b)****                                 **require the Borrowerto procure that the Outstanding L/C Amount are promptly reduced to zero and/orprovide cash collateral therefore by deposit in such interest bearing accountas the Agent may specify, in an amount specified by the Agent and in thecurrency of such Outstanding L/C Amount (whereupon the Parent shall do so);and/or

###  

### **(c)****                                 **declare that anyunutilised portion of the Facilities shall be cancelled, whereupon the sameshall be cancelled and the corresponding Commitments of each Lender shall bereduced to zero; and/or

###  

### **(d)****                                 **exercise or directthe Security Trustee to exercise any rights and remedies (including any rightto demand cash collateral by deposit in such interest-bearing account as theAgent may specify).

 

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## **28.17**                 Repayment on Demand

##  

If, pursuant to paragraph (a) of Clause 28.16 (*Acceleration*), the Agent declares all orany part of the Outstandings to be due and payable on demand of the Agent,then, and at any time thereafter, the Agent may (and, if so instructed by anInstructing Group, shall) by written notice to the Parent:

 

### **(a)****                                 **require repayment ofall or the relevant part of the Advances on such date as it may specify in suchnotice (whereupon the same shall become due and payable on such date togetherwith accrued interest thereon and any other sums then owed by any Obligor underthe Finance Documents) or withdraw its declaration with effect from such dateas it may specify in such notice; and/or

###  

### **(b)****                                 **select as theduration of any Interest Period or Term which begins whilst such declarationremains in effect a period of 3 months or less.

###  

## **28.18**                 Sharing Events: Special Sharingand Conversion Provisions Applicable to Revolving Facility Lenders

##  

### **(a)****                                 **On the date of theoccurrence of a Sharing Event, automatically (and without the taking of anyaction):

###  

#### **(i)****                                   **all then Revolving Facility Outstandings then maintained in, and allOutstanding L/C Amounts owed in, one or more currencies other than euros shallbe automatically converted into Outstandings maintained in, or owing in, euros(in an 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 Borrower and shall beimmediately due and payable on the date such Sharing Event has occurred); and

####  

#### **(ii)****                               **all principal, accrued and unpaid interest and other amounts owingwith respect to such Outstandings or Documentary Credit (except in respect ofUtilisations which have not yet occurred) shall be immediately due and payablein euros, taking the Euro Amount of such principal, accrued and unpaid interestand other amounts.

####  

The occurrence of any conversion of Revolving Facility Advances asprovided above in this Clause 28.18 shall be deemed to constitute, for purposesof Clause 33.2 (*Break Costs*), aprepayment of the respective Revolving Facility Outstandings before the lastday of any Term relating thereto.

 

### **(b)****                                 **Upon the occurrenceof a Sharing Event, automatically (and without the taking of any action):

###  

#### **(i)****                                   **all then Swingline Facility Outstandings then maintained in one ormore currencies other than euros shall be automatically converted intoSwingline Facility Outstandings maintained in euros (in an amount equal to theEuro Amount of the aggregate principal amount of the respective SwinglineFacility Outstandings on the date such Sharing Event first occurred, which suchOutstandings shall continue to be owed by the Borrower and shall be

 

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#### immediatelydue and payable on the date such Sharing Event has occurred); and

 

#### **(ii)****                               **all accrued and unpaid interest and other amounts owing with respectto such Outstandings shall be immediately due and payable in euros, taking theEuro Amount of such accrued and unpaid interest and other amounts.

####  

### **(c)****                                 **Upon the occurrenceof a Sharing Event, each Revolving Facility Lender shall (and herebyunconditionally and irrevocably agrees to) purchase and sell (in each case ineuro) undivided participating interests in the Revolving Facility Outstandingsand Outstanding L/C Amounts, in such amounts so that each Revolving Facility Lendershall have a share of each such Outstandings equal to its Proportion of theRevolving Facility prior to the incurrence of such Outstandings.

###  

### Upon any such occurrence the Agent shallnotify each Revolving Facility Lender and shall specify the amount of eurosrequired from such Revolving Facility Lender in order to effect such purchasesand sales in the amounts required above (together with accrued interest withrespect to the period for the last interest payment date through the date ofthe Sharing Event plus any additional amounts payable by the Borrowerpursuant to Clause 18 (*Taxes*) inrespect of such accrued but unpaid interest), provided that, in theevent that a Sharing Event shall have occurred, each such Revolving FacilityLender shall be deemed to have purchased, automatically and without request,such participating interests (and, as a result thereof, shall be entitled toreceive from, or shall owe to, the other Revolving Facility Lenders therespective 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, theoccurrence of a Sharing Event:

###  

#### **(i)****                                   **no further Utilisations shall be made or occur;

####  

#### **(ii)****                               **all amounts from time to time accruing with respect to, and allamounts from time to time payable on account of, the Revolving FacilityAdvances and Swingline Facility Outstandings (including, without limitation,any interest and other amounts which were accrued but unpaid on the date ofsuch purchase) shall be payable in euros as if each such Outstandings hadoriginally been made in euros and shall be distributed by the relevantRevolving Facility Lenders (or their Affiliates) to the Agent for the accountof the Revolving

 

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#### FacilityLenders which made available such Facilities or are participating therein; and

####  

#### **(iii)****                           **the Revolving Facility Commitments shall be automaticallyterminated.

####  

#### Notwithstandinganything to the contrary contained above, the failure of any Revolving FacilityLender to purchase its participating interest as required above in anyextensions of credit upon the occurrence of a Sharing Event shall not relieveany other Revolving Facility Lender of its obligation hereunder to purchase itsparticipating interests in a timely manner, but no Revolving Facility Lendershall be responsible for the failure of any other Revolving Facility Lender topurchase the participating interest to be purchased by such other RevolvingFacility Lender on any date.

####  

### **(e)****                                 **If any amountrequired to be paid by any Revolving Facility Lender pursuant to paragraph (c)above is not paid to the Agent on the date upon which such Revolving FacilityLender receives notice from the Agent of the amount of its participationsrequired to be purchased pursuant to paragraph (c) above, such RevolvingFacility Lender shall also pay to the Agent on demand an amount equal to theproduct of (i) the amount so required to be paid by such Revolving FacilityLender for the purchase of its participations, (ii) the daily average ratewhich the Agent is offering overnight deposits in euro, during the period fromand including the date of request for payment to the date on which such paymentis immediately available to the Agent and (iii) a fraction the numerator ofwhich is the number of days that elapsed during such period and the denominatorof which is 360.  If any such amountrequired to be paid by any Revolving Facility Lender pursuant to paragraph (c)is not in fact made available to the Agent within two Business Days followingthe date upon which such Revolving Facility Lender receives notice from theAgent as to the amount of participations required to be purchased by it, theAgent shall be entitled to recover from such Revolving Facility Lender ondemand, such amount with interest thereon calculated from such request date atthe rate perannum 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 Agent forthe account of the relevant Revolving Facility Lenders, provided that,if the Agent (in its sole discretion) has elected to fund on behalf of suchRevolving Facility Lender the amounts owing to such Revolving Facility Lenders,then the amounts shall be paid to the Agent for its own account.

###  

### **(f)****                                   **Whenever, at any timeafter the relevant Revolving Facility Lenders have received from any RevolvingFacility Lenders purchases of participations pursuant to this Clause 28.18, thevarious Revolving Facility Lenders receive any payment on account thereof, suchRevolving Facility Lenders will distribute to the Agent, for the account of thevarious Revolving Facility Lenders participating therein, such RevolvingFacility Lenders’ participating interests in such amounts (appropriatelyadjusted, in the case of interest payments, to reflect the period of timeduring which such participations were outstanding) in like funds as received, provided,however, that in the event that such payment received by any RevolvingFacility Lenders is required to be returned, the Revolving Facility Lenders whoreceived previous distributions in respect of their participating intereststherein will return to the respective Revolving

 

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### Facility Lenders any portion thereofpreviously so distributed to them in like funds as such payment is required tobe returned by the respective Revolving Facility Lenders.

###  

### **(g)****                                **Each RevolvingFacility Lender’s obligation to purchase participating interests pursuant tothis Clause 28.18 shall be absolute and unconditional and shall not be affectedby any circumstance including, without limitation, (i) any set-off,counterclaim, recoupment, defense or other right which such Revolving FacilityLender may have against any other Revolving Facility Lender, the Parent, theBorrower or any other person for any reason whatsoever, (ii) the occurrence orcontinuance of an Event of Default, (iii) any adverse change in the condition(financial or otherwise) of the Parent, the Borrower or any other person, (iv)any breach of this Agreement by the Parent, the Borrower or any Lender or any otherperson, or (v) any other circumstance, happening or event whatsoever, whetheror not similar to any of the foregoing.

###  

### **(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 theBorrower any increased costs and indemnities (including, without limitation,pursuant to Clauses 33 (*Borrower’sIndemnities*), 19 (*Increased Costs*)and 18 (*Taxes*)) directly from theBorrower to the same extent as if it were the direct Lender as opposed to aparticipant therein.  The Borroweracknowledges and agrees that, upon the occurrence of a Sharing Event and aftergiving effect to the requirements of this Clause 28.18, increased taxes may beowing by it pursuant to Clause 18 (*Taxes*),which taxes shall be paid (to the extent provided in Clause 18 (*Taxes*)) by the Borrower, without any claimthat the increased taxes are not payable because same resulted from theparticipations effected as otherwise required by this Clause 28.18.

###  

# **29.**                               DEFAULTINTEREST

#  

## **29.1**                        Consequences ofNon-Payment

##  

If any sum due and payable by an Obligor under this Agreement is notpaid on the due date therefor in accordance with the provisions of Clause 35 (*Payments*) or if any sum due and payable by an Obligorpursuant to a judgment of any court in connection with this Agreement is notpaid on the date of such judgment, the period beginning on such due date or, asthe case may be, the date of such judgment and ending on the Business Day whichthe obligation of such Obligor to pay the Unpaid Sum is discharged shall bedivided into successive periods, each of which (other than the first) shallstart on the last day of the preceding such period (which shall be a BusinessDay) and the duration of each of which shall (except as otherwise provided inthis Clause 29) be selected by the Agent.

 

## **29.2**                        Default Rate

##  

During each such period relating thereto as is mentioned in Clause 29.1(*Consequences of Non-Payment*) anUnpaid Sum shall bear interest at the rate per annum which is the sum from timeto time of 2 per cent., the Applicable Margin (provided that if any Unpaid Sumis not directly referable to a particular Facility the Applicable Margin shallbe the B Facilities Margin), theAssociated Costs Rate at such time and the Relevant Interbank Rate, on the QuotationDate therefor, provided that:

 

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### **(a)****                                 **if, for any suchperiod, the Relevant Interbank Rate, cannot be determined, the rate of interestapplicable to each Lender’s portion of such Unpaid Sum shall be the rate perannum which is the sum of 2 per cent., the Applicable Margin, and theAssociated Costs Rate at such time and the rate per annum shall be thatnotified to the Agent by such Lender as soon as practicable after the beginningof such period as being that which expresses as a percentage rate per annum thecost to such Lender of funding from whatever sources it may select its portionof such Unpaid Sum during such period; and

###  

### **(b)****                                 **if such Unpaid Sum isall or part of an Advance which became due and payable on a day other than thelast day of an Interest Period or Term relating thereto, the first InterestPeriod applicable to it shall be of a duration equal to the unexpired portionof that Interest Period or Term and the rate of interest applicable theretofrom time to time during such Interest Period shall be that which exceeds by 2per cent. the rate which would have been applicable to it had it not so fallendue.

###  

## **29.3**                        Maturity of DefaultInterest

##  

Any interest 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**                        Construction ofUnpaid Sum

##  

Any Unpaid Sum shall (for the purposes of this Clause 29 (*Default Interest*), Clause 19 (*IncreasedCosts*), Clause 33 (*Borrower’s Indemnities*)and Schedule 6 (*Associated Costs Rate*))be treated as an advance and accordingly in those provisions the term “Advance”includes any Unpaid Sum and the term “Interest Period” and “Term”, in relationto an Unpaid Sum, includes each such period relating thereto as is mentioned inClause 29.1 (*Consequences of Non-Payment*).

 

# **30.**                               GUARANTEE AND INDEMNITY

#  

## **30.1**                        Guarantee

##  

Each Guarantor irrevocably and unconditionally guarantees, jointly andseverally, to each of the Finance Parties the due and punctual payment by theBorrower of all sums payable under each of the Finance Documents and agreesthat promptly on demand it will pay to the Agent each and every sum of moneywhich the Borrower is at any time liable to pay to any Finance Party under orpursuant to any Finance Document which is due but unpaid.

 

## **30.2**                        Indemnity

##  

Each Guarantor irrevocably and unconditionally agrees, jointly andseverally, as primary obligor and not only as surety, to indemnify and hold harmlesseach Finance Party on demand by the Agent from and against any loss incurred bysuch Finance Party as a result of any of the obligations of the Borrower underor pursuant to any Finance Document being or becoming void, voidable, unenforceable orineffective as against the Borrower for any reason whatsoever (whether or notknown to that Finance Party or any other person) the amount of 

 

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such loss being the amount which the Finance Party suffering it wouldotherwise have been entitled to recover from the Borrower.

 

## **30.3**                        Continuing andIndependent Obligations

##  

The obligations of each Guarantor under this Agreement shall constituteand be continuing obligations which shall not be released or discharged by anyintermediate payment or settlement of all or any of the obligations of theBorrower 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 Borrower 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.

 

## **30.4**                        New Accounts

##  

If the Agent makes demand of the Guarantors or any of them pursuant tothis Clause 30:

 

### **(a)****                                 **the Agent may open anew account or accounts in respect of the liabilities of the Borrower to whichthis guarantee relates or any of them (and if it does not do so it shall betreated as if it had done so at the time it made such demand); and

###  

### **(b)****                                 **thereafter anyamounts paid by the Borrower (or any other person) to the Agent in respect ofthe liabilities of the Borrower 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**                        Avoidance of Payments

##  

Where any release, discharge or other arrangement in respect of anyobligation of the Borrower, or any Security any Finance Party may holdtherefor, is given or made in reliance on any payment or other disposition whichis avoided or must be repaid (whether in whole or in part) in an insolvency,liquidation or otherwise and whether or not any Finance Party has conceded orcompromised any claim that any such payment or other disposition will or shouldbe avoided or repaid (in whole or in part), the provisions of this Clause 30shall continue as if such release, discharge or other arrangement had not beengiven or made.

 

## **30.6**                        Immediate Recourse

##  

None of the Finance Parties shall be obliged, before exercising orenforcing any of the rights conferred upon them in respect of the Guarantors bythis Agreement or by Law, to seek to recover amounts due from the Borrower orto exercise or enforce any other rights or Security any of them may have orhold in respect of any of the obligations of the Borrower under any of theFinance Documents.

 

## **30.7**                        Waiver of Defences

##  

Neither the obligations of the Guarantors contained in this Agreementnor the rights, powers and remedies conferred on the Finance Parties in respectof the Guarantors by this Agreement or by Law shall be discharged, impaired orotherwise affected by:

 

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### **(a)****                                 **the winding-up,dissolution, administration or re-organisation of the Borrower or any otherperson or any change in the status, function, control or ownership of theBorrower or any such person;

###  

### **(b)****                                 **any of theobligations of the Borrower or any other person under any Finance Document orany security held by any Finance Party therefor being or becoming illegal, invalid,unenforceable or ineffective in any respect;

###  

### **(c)****                                 **any time or otherindulgence being granted to or agreed (i) to or with the Borrower or any otherperson in respect of its obligations or (ii) in respect of any security grantedunder any Finance Documents;

###  

### **(d)****                                 **any amendment to, orany variation, waiver or release of, any obligation of, or any security grantedby, the Borrower or any other person under any Finance Document;

###  

### **(e)****                                 **any total or partialfailure to take, or perfect, any security proposed to be taken in respect ofthe obligations of the Borrower or any other person under the FinanceDocuments;

###  

### **(f)****                                   **any total or partialfailure to realise the value of, or any release, discharge, exchange orsubstitution of, any security held by any Finance Party in respect of theBorrower’s obligations under any Finance Document; or

###  

### **(g)****                                **any other act, eventor omission which might operate to discharge, impair or otherwise affect any ofthe obligations of any of the Guarantors under this Agreement or any of therights, powers or remedies conferred upon the Finance Parties or any of them bythis Agreement or by Law.

###  

## **30.8**                        No Competition

##  

Any rights which any Guarantor may at any time have by way ofcontribution or indemnity in relation to any of the obligations of the Borrowerunder any of the Finance Documents or to claim or prove as a creditor of theBorrower or any other person or its estate in competition with the FinanceParties or any of them, shall be exercised by such Guarantor only if and to theextent that the Agent so requires and in such manner and upon such terms as theAgent may specify and each Guarantor shall hold any moneys, rights or Securityheld or received by it as a result of the exercise of any such rights on trustfor the Agent for application in or towards payment of any sums at any timeowed by the Borrower under any of the Finance Documents as if such moneys,rights or Security were held or received by the Agent under this Agreement.

 

## **30.9**                        Appropriation

##  

No Finance Party shall be obliged to apply any sums held or received byit in respect of the obligations of the Borrower under any of the FinanceDocuments in or towards payment of amounts owing under any of the FinanceDocuments, and any such sum may, in the relevant Finance Party’s discretion, becredited to a suspense or impersonal account and held in such account pendingthe application from time to time (as the relevant Finance Party may think fit)of such sums in or towards the discharge of such liabilities owed to it underthe Finance Documents as such Finance Party may select.

 

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## **30.10**                 Limitation of Liabilities

 

Notwithstanding that the guarantees of the Guarantors contained in thisClause 30 are guarantees of the whole of each and every sum payable by theBorrower under each of the Finance Documents, it is agreed and acknowledgedthat the maximum amount recoverable from each Guarantor under Clauses 30.1 (*Guarantee*) and 30.2 (*Indemnity*)shall be limited to the extent set out in this Clause 30 or otherwise, 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.

 

## **30.11**                 Matters relating to U.S. law

 

Each U.S. Guarantor hereby confirms that the Guarantee shall notconstitute a fraudulent transfer or conveyance for purposes of the UnitedStates Bankruptcy Code, the United States Uniform Fraudulent Conveyance Act orany similar federal or state law.  Toeffectuate the foregoing intention, each U.S. Guarantor hereby irrevocablyagrees that the obligations guaranteed by each such Guarantor shall be limitedto such amount as will, after giving effect to such maximum amount and allother (contingent or otherwise) liabilities of such Guarantor that are relevantunder such laws, result in the obligations of such Guarantor in respect of suchmaximum amount not constituting a fraudulent transfer or conveyance.

 

## **30.12**                 Matters relating to Dutch law

 

Each Dutch Guarantor hereby confirms that the Guarantee and any otheracts constituted by any of the Finance Documents to which it is a party willnot or is not intended to constitute unlawful financial assistance within themeaning of Section 2.207c or 2.98c of the Dutch Civil Code which could beinvoked by such Dutch Guarantor.  Suchacts are deemed to be restricted or not entered into, as appropriate, if and tothe extent required not to cause such unlawful financial assistance and thisAgreement and the relevant Finance Documents shall be construed accordingly.

 

## **30.13**                 Matters relating to Belgian law

 

Anything herein or in the Finance Documents to the contrarynotwithstanding, the maximum liability of the Belgian Guarantor hereunder shallbe limited to the highest of (a) the Net Assets of the Belgian Guarantor at thedate hereof, (b) the Net Assets of the Belgian Guarantor at the date of theenforcement of such liability and (c) the total of all amounts borrowed under theFinance Documents which have been on-lent to the Belgian Guarantor. For thesepurposes, “Net Assets” shall have the meaning given to such term (“l’actifnet/netto-actief”) in Article 617 of the Belgian Company Code.

 

## **30.14**                 Matters relating to Luxembourglaw

##  

Notwithstanding anythingto the contrary in the Guarantee, the payment undertaking of the LuxembourgGuarantor shall be limited at any time to an aggregate amount not exceeding 85per cent. of the greater of the Luxembourg Guarantor’s own funds (“capitauxpropres”) as mentioned in its then most recently approved financial statements,or as mentioned in its last filed financial statements.

 

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## **30.15**                 Matters relating to Australianlaw

 

Notwithstanding anythingto the contrary contained elsewhere in this Agreement (including withoutlimitation in this Clause 30) or any Finance Document, it is acknowledged andagreed that, in the case of the pledge of Equity Interests in CEAL only, theaggregate 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, if at anytime, or from time to time, the Instructing Group specify, by written notice tothe Parent, Buhrmann International B.V. and the Security Trustee, that the amountsecured by the Equity Interests in CEAL be increased to a specified amount,such increase shall automatically occur in accordance with the share mortgageof CEAL between Buhrmann International BV and the Security Trustee.  In connection with any notice given inaccordance with the immediately preceding sentence, the Lenders hereby agreethat they shall not specify that the amount secured by the Equity Interests inCEAL be increased above an amount which is equal to 120 per cent. of thereasonable estimate (by the Instructing Group) of the maximum fair market valueof Equity Interest so pledged, in each case as reasonably determined by theInstructing Group; provided that the Parent and its Subsidiaries shall be boundby any determination of such maximum fair market value by the Instructing Groupand shall have no rights against any Finance Party whatsoever for any error bythe Instructing Group in arriving at such amount.  In connection with such increase, the Parentshall, and shall cause its respective Subsidiaries to, execute and deliver suchmodifications or supplements to the Security Documents as may be requested bythe Security Trustee to evidence the increase of the amount so secured andshall pay all stamp tax (and any other amounts) owing in connection with theincrease in the amount secured.  Allactions required in accordance with this Clause 30.15 shall be taken within 20days after the Parent’s receipt of any such specification.  It is understood that all stamp tax and othercharges, expenses or duties payable in connection with any of the actions takenas described above shall be for the joint and several account of theObligors.  If for any reason the Parentdoes not cause the actions required to be taken as described above to be takenin accordance with any request from the Instructing Group, the InstructingGroup (or the Security Trustee at their direction) may (but shall not berequired to) take any such actions (and pay any stamp duties, taxes or chargesowing in connection therewith) and shall be entitled to immediate reimbursementfrom the Obligors for any such amounts expended by them.

 

# **31.**                               AGENT AND OBLIGORS’ AGENT

 

## **31.1**                        Appointment of theAgent

 

Each of the other Finance Parties appoints the Agent to act as its agentunder and in connection with the Finance Documents and authorises the Agent toexercise the rights, powers, authorities and discretions specifically delegatedto it under or in connection with the Finance Documents together with any otherincidental rights, powers, authorities and discretions.

 

## **31.2**                        Duties of the Agent

 

### **(a)****                                 **The Agent shallpromptly inform each Lender of the contents of any notice or document receivedby it in its capacity as Agent from any of the Obligors under this Agreement.

 

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### **(b)****                                 **The Agent shallpromptly notify the Lenders of the occurrence of any Event of Default or anydefault by an Obligor in the due performance of or compliance with itsobligations under any Finance Document upon becoming aware of the same.

 

### **(c)****                                 **If so instructed byan Instructing Group, the Agent shall refrain from exercising any power ordiscretion vested in it as agent under any Finance Document.

 

### **(d)****                                 **The duties of theAgent under the Finance Documents are, save to the extent otherwise expresslyprovided, solely mechanical and administrative in nature.

 

## **31.3**                        Role of the Arrangers

 

Except as specifically provided in the Finance Documents, the Arrangersshall have no obligations of any kind to any other party under or in connectionwith any Finance Document.

 

## **31.4**                        No Fiduciary Duties

 

### **(a)****                                 **Nothing in theFinance Documents constitutes the Agent or any of the Arrangers as a trustee orfiduciary of any other person.

###  

### **(b)****                                 **Neither the Agent norany of the Arrangers shall be bound to account to any Lender for any sum or theprofit element of any sum received by it for its own account.

###  

## **31.5**                        Business with theGroup

##  

The Agent and the Arrangers may accept deposits from, lend money to andgenerally engage in any kind of banking or other business with any member ofthe Group.

 

## **31.6**                        Discretion of theAgent

##  

### **(a)****                                 **The Agent may relyon:

###  

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

####  

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

####  

### **(b)****                                 **The Agent may assume,unless it has received notice to the contrary in its capacity as agent for theLenders, that:

###  

#### **(i)****                                   **no Default has occurred;

####  

#### **(ii)****                               **any right, power, authority or discretion vested in this Agreementupon any party, the Lenders or an Instructing Group has not been exercised; and

####  

#### **(iii)****                           **any notice or request made by the Parent is made on behalf of andwith the consent and knowledge of all the Obligors.

 

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

###  

### **(d)****                                 **The Agent may act inrelation to the Finance Documents through its personnel and agents.

###  

### **(e)****                                 **The Agent may executeon behalf of any L/C Bank any Documentary Credit issued under this Agreement.

###  

## **31.7**                        Instructing Group’sInstructions

##  

### **(a)****                                 **Unless a contraryindication appears in a Finance Document, the Agent shall (i) act inaccordance with any instructions given to it by an Instructing Group (or, if soinstructed by an Instructing Group, refrain from acting or exercising anyright, power, authority or discretion vested in it as Agent) and (ii)shall not be liable for any act (or omission) if it acts (or refrains fromtaking any action) in accordance with such an instruction of an InstructingGroup.

###  

### **(b)****                                 **Unless a contraryindication appears in a Finance Document, any instructions given by anInstructing Group will be binding on all the Finance Parties.

###  

### **(c)****                                 **The Agent may refrainfrom acting in accordance with the instructions of an Instructing Group (or, ifappropriate, the Lenders) until it has or received such security or collateralas it may require for any cost, loss or liability which it may incur incomplying with such instructions.

###  

### **(d)****                                 **In the absence ofinstructions from an Instructing Group (or, if appropriate, the Lenders), theAgent may act (or refrain from taking action) as it considers to be in the bestinterest of the Lenders.

###  

### **(e)****                                 **The Agent is notauthorised to act on behalf of a Lender in any legal or arbitration proceedingsrelating to any Finance Document without first obtaining the Lender’s consentto do so.

###  

## **31.8**                        No Responsibility

##  

The Agent and the Arrangers are not:

 

### **(a)****                                 **responsible for theadequacy, accuracy and/or completeness of any information (whether oral orwritten) supplied by any Finance Party or an Obligor or any other person in orin connection with any Finance Document, including the Information Memorandumand the Agreed Business Plan; or

###  

### **(b)****                                 **responsible for 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.

###  

## **31.9**                        Exclusion ofLiability

##  

### **(a)****                                 **Without limitingparagraph (b) of this Clause, the Agent will not be liable for any action takenby it under or in connection with any Finance Document, unless directly causedby its gross negligence or wilful misconduct.

 

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### **(b)****                                 **Each of the Lendersagrees that it will not take any proceedings, or assert or seek to assert any claim,against any officer, employee or agent of the Agent in respect of any claim itmight have against the Agent or in respect of any act or omission of any kindby that officer, employee or agent in relation to any Finance Document andagrees that any officer, employee or agent of the Agent may enforce thisprovision.

###  

### **(c)****                                 **The Agent will not beliable for any delay (or any related consequences) in crediting an account withan amount required under the Finance Documents to be paid by it if it has takenall necessary steps as soon as reasonably practicable to comply with theregulations or operating procedures of any recognised clearing or settlementsystem used by it for that purpose.

###  

## **31.10**                 Lender’s Indemnity

##  

Each Lender shall (in its relevant Proportion (as determined at alltimes for these purposes in accordance with paragraph (c) of the definition of “Proportion”),indemnify the Agent from time to time on demand by the Agent against any cost,loss or liability incurred by the Agent (otherwise than by reason of its 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)****                                 **The Agent may resignand appoint one of its Affiliates acting through an office in the UnitedKingdom as successor Agent by giving notice to the Lenders and the Parent.

###  

### **(b)****                                 **Alternatively theAgent may resign without having designated a successor as agent under paragraph(a) above (and shall do so if so required by an Instructing Group) by givingnotice to the Lenders and the Parent, in which case an Instructing Group (afterconsultation with the Parent) may appoint a successor Agent.

###  

### **(c)****                                 **If an InstructingGroup has not appointed a successor Agent in accordance with paragraph (b)above within 30 days after notice of resignation was given, the Agent (afterconsultation with the Parent) may appoint a successor Agent (acting through anoffice in the United Kingdom).

###  

### **(d)****                                 **The retiring Agent shall,at the Parent’s cost, make available to its successor such documents andrecords and provide such assistance as its successor may reasonably request forthe purposes of performing its functions as Agent under the Finance Documents.

###  

### **(e)****                                 **The resignationnotice of the Agent shall only take effect upon the appointment of a successorAgent.

###  

### **(f)****                                   **Upon the appointmentof a successor, the retiring Agent shall be discharged from any furtherobligation in respect of the Finance Documents but shall remain entitled to thebenefit of this Clause 31.  The Agent’ssuccessor and each of the other parties to this Agreement shall have the samerights and obligations amongst themselves as they would have had if suchsuccessor Agent had been an original party as Agent.

 

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## **31.12**                 Confidentiality

##  

### **(a)****                                 **The Agent (in actingas agent for the Finance Parties) shall be regarded as acting through itsrespective agency division which in each case shall be treated as a separateentity from any other of its divisions or departments.

###  

### **(b)****                                 **If information isreceived by another division or department of the Agent, it may be treated asconfidential to that division or department and the Agent shall not be deemedto have notice of it.

###  

### **(c)****                                 **Notwithstanding anyother provision of any Finance Document to the contrary, the Finance Partiesare 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

##  

The Agent may treat each Lender as a Lender, entitled to payments underthis Agreement and acting through its Facility Office unless it has receivednot less than 5 Business Days’ prior notice from that Lender to the contrary inaccordance with the terms of this Agreement.

 

## **31.14**                 Lenders’ Associated CostsDetails

##  

Each Lender shall supply the Agent with any information required by theAgent in order to calculate the Associated Costs Rate in accordance with Schedule 6(*Associated Costs Rate*).

 

## **31.15**                 Credit Appraisal by the Lenders

##  

Without affecting the responsibility of any Obligor for informationsupplied by it or on its behalf in connection with any Finance Document, eachLender confirms to the Agent and the Arrangers that it has been, and willcontinue to be, solely responsible for making its own independent appraisal andinvestigation of all risks arising under or in connection with any FinanceDocument including but not limited to:

 

### **(a)****                                 **the financialcondition, status and nature of each member of the Group;

###  

### **(b)****                                 **the legality,validity, effectiveness, adequacy or enforceability of any Finance Document andany other agreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document;

###  

### **(c)****                                 **whether that Lenderhas recourse, and the nature and extent of that recourse, against any party orany of its respective assets under or in connection with any Finance Document,the transactions contemplated by the Finance Documents or any other agreement,arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document; and

###  

### **(d)****                                 **the adequacy,accuracy and/or completeness of the Information Memorandum and the AgreedBusiness Plan and any other information provided by the Agent, the Arrangers orby any other person under or in connection with any Finance Document, thetransactions contemplated by the Finance Documents or any other agreement,arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document.

 

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## **31.16**                 Deduction from Amounts Payableby the Agent

##  

If any party owes an amount to the Agent under any Finance Document theAgent may, after giving notice to that party, deduct an amount not exceedingthat amount from any payment to that party which the Agent would otherwise beobliged to make under the Finance Documents and apply the amount deducted in ortowards satisfaction of the amount owed. For the purposes of the Finance Documents that party shall be regardedas having received such payment without any such deduction.

 

## **31.17**                 Obligors’ Agent

##  

### **(a)****                                 **Each Obligor (other thanthe Parent) irrevocably authorises the Parent to act on its behalf as its agentin relation to the Finance Documents and irrevocably authorises:

###  

#### **(i)****                                   **the Parent on its behalf to supply all information concerningitself, its financial condition and otherwise to the relevant personscontemplated under this Agreement and to give all notices and instructions toexecute on its behalf any Finance Document and to enter into any agreement inconnection with the Finance Documents notwithstanding that the same may affectsuch Obligor, without further reference to or the consent of such Obligor; and

####  

#### **(ii)****                               **each Finance Party to give any notice, demand or other communicationto be given to or served on such Obligor pursuant to the Finance Documents tothe Parent on its behalf,

####  

and in each such case suchObligor will be bound thereby as though such Obligor itself had supplied suchinformation, given such notice and instructions, executed such Finance Documentand agreement or received any such notice, demand or other communication.

 

### **(b)****                                 **Every act, omission,agreement, undertaking, settlement, waiver, notice or other communication givenor made by the Obligors’ Agent under any Finance Document, or in connectionwith this Agreement (whether or not known to any other Obligor and whetheroccurring before or after such Obligor became an Obligor under this Agreement),shall be binding for all purposes on all other Obligors as if the otherObligors 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 with the Agent

##  

Each Lender and each Obligor will co-operate with the Agent to completeany legal requirements imposed on the Agent in connection with the performanceof its duties under this Agreement and shall supply any information requestedby the Agent in connection with the proper performance of those duties.

 

# **32.**                               SECURITYTRUSTEE

#  

## **32.1**                        Declaration of Trust

##  

To the extent the Security Trustee does not hold the Trust Property ontrust pursuant to the terms of the Security Documents, and subject to theprovisions of Clause 32.6 (*Non-Trust*

 

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*Jurisdictions*), the SecurityTrustee hereby declares itself trustee of the Trust Property for the purpose ofsecuring the Secured Obligations on the terms and conditions set out in thisAgreement.

 

## **32.2**                        Rights, Duties,Powers, Discretions and Remuneration of the Security Trustee

##  

### **(a)****                                 **The Security Trusteeshall have such rights, powers, authorities and discretions as are conferred onit by this Agreement (including those set out in Part I of Schedule 5 (*Supplementary Security Trustee Provisions*) to this Agreement)and the Security Documents together with such rights, powers and discretions asare reasonably incidental thereto.

###  

### **(b)****                                 ****(i)****                                   **The Security Trusteemay, in its absolute discretion refrain from taking any (or any further) actionor exercising any right, power, authority or discretion under or in respect ofthis Agreement or any Security Document until it has received instructions fromthe Agent as to whether (and/or the way in which) such action, right, power,authority or discretion is to be taken or exercised.

###  

**(ii)**                                TheSecurity Trustee shall act in accordance with any instructions from the Agentin respect of this Agreement or any of the Security Documents provided that ithas been indemnified and/or provided with security to its satisfaction againstall actions, proceedings, claims and demands to which it may render itselfliable and all costs, charges, damages, expenses and liabilities which it mayincur by so doing.

 

### **(c)****                                 **The Security Trusteeshall be entitled to such remuneration as it may from time to time agree withthe Parent and have approved by the Agent. The Security Trustee shall not by virtue of receiving any suchremuneration or other payment be deprived of any rights, powers, privileges orimmunities which a gratuitous trustee would have had in relation to thisAgreement or any of the Security Documents.

###  

## **32.3**                        Indemnity to SecurityTrustee

##  

Each Finance Party hereby severally agrees to indemnify the SecurityTrustee on demand against any action, charge, claim, cost, damage, demand,expense (including legal fees), liability, loss or proceeding which may bebrought, made or preferred against or suffered, sustained or incurred by theSecurity Trustee 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**                        Appointment andRetirement of the Security Trustee

##  

The appointment and retirement of the Security Trustee shall be governedby the provisions set out in Part II of Schedule 5 (*Appointmentand Retirement of Security Trustee*).

 

## **32.5**                        Release of Guarantees

##  

The Security Trustee shall and is hereby authorised by each of theFinance Parties (and to the extent it may have any interest therein, everyother party hereto) to execute on behalf of itself

 

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and each Finance Party and other party hereto where relevant, withoutthe need for any further referral to, or authority from, any Finance Party orother person, all necessary releases of any guarantees or security given by anyObligor under any Finance Document in relation to the disposal of any assetwhich is permitted under or consented to in accordance with the relevantFinance Documents, including without limitation any release of any guarantee orsecurity given under any Finance Document or any other document referred totherein where all the shares in the capital of the party giving such guaranteeor security are so disposed of in accordance with the terms of and without anybreach of the Finance Documents.

 

## **32.6**                        Non-TrustJurisdictions

##  

It is hereby agreed that, in relation to any jurisdiction the courts ofwhich would not recognise or give effect to the trusts expressed to be createdby this Agreement, the relationship of the Finance Parties to the SecurityTrustee shall be construed as one of principal and agent but, to the extentpermissible under the Laws of such jurisdiction, all the other provisions ofthis Agreement shall have full force and effect between the parties hereto.

 

## **32.7**                        Parallel Debt

##  

### **(a)****                                 **Each Obligor (in thisClause, each a “**Security Party**” and together the “**Security Parties**”) agrees, as primaryobligor and not as a surety, that promptly on demand of the Security Trustee itwill pay to the Security Trustee any Secured Obligation which is due and unpaidfrom time to time in accordance with the Finance Documents (the “**Parallel Debt**”) provided that:

###  

#### **(i)****                                   **any payment by a Security Party to the Security Trustee pursuant tothis Clause 32.7 shall satisfy *pro tanto*the amounts due and payable to the Finance Parties;

####  

#### **(ii)****                               **any payment by a Security Party to the Finance Parties shall satisfy*pro tanto* the amounts due andpayable to the Security Trustee pursuant to this Clause 32.7; and

####  

#### **(iii)****                           **any payment by a Security Party to the Security Trustee or theFinance Parties, as the case may be, shall satisfy such Obligor’s obligationunder this Clause 32.7 unless such payment is subsequently avoided or reducedby virtue of any bankruptcy, insolvency, liquidation or similar laws.

####  

### **(b)****                                 **Each Security Party,the Security Trustee and each Finance Party acknowledges that the Parallel Debtis enforceable by the Security Trustee on its own behalf.  For the avoidance of doubt, each of theparties 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)****                                 **Neither theobligations of the Security Parties contained in this Agreement nor the rights,powers and remedies conferred on the Security Trustee and/or the FinanceParties in respect of the Security Parties by this Agreement or by Law shall bedischarged, impaired or otherwise affected by:

 

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#### **(i)****                                   **the winding-up, dissolution, administration or re-organisation ofany Security Party or any other person or any change in the status, function,control or ownership of any Security Party or any such person;

####  

#### **(ii)****                               **any of the obligations of any Security Party or any other personunder any of the Finance Documents or any security held by the Security Trusteeand/or any Finance Party therefor being or becoming illegal, invalid,unenforceable or ineffective in any respect;

####  

#### **(iii)****                           **any time or other indulgence being granted to or agreed (i) to orwith any Security Party or any other person in respect of its obligations or(ii) in respect of any security granted under any of the Finance Documents;

####  

#### **(iv)****                              **any amendment to, or any variation, waiver or release of, anyobligation of, or any security granted by, any Security Party or any otherperson under any of the Finance Documents;

####  

#### **(v)****                                  **any total or partial failure to take, or perfect, any securityproposed to be taken in respect of the obligations of any Security Party or anyother person under any of the Finance Documents;

####  

#### **(vi)****                              **any total or partial failure to realise the value of, or anyrelease, discharge, exchange or substitution of, any security held by theSecurity Trustee and/or any Finance Party in respect of any Security Party’sobligations under any of the Finance Documents; or

####  

#### **(vii)****                          **any other act, event or omission which might operate to discharge,impair or otherwise affect any of the obligations of any of the SecurityParties under this Agreement or any of the rights, powers or remedies conferredupon the Security Trustee and/or any Finance Party or any of them by thisAgreement, any of the Finance Documents or by Law.

####  

### **(d)****                                 **For the avoidance ofdoubt, the Parallel Debt of each Security Party shall be deemed to constitute asingle obligation of such Security Party.

###  

# **33.**                               BORROWER’SINDEMNITIES

#  

## **33.1**                        General Indemnities

##  

The Borrower undertakes to indemnify:

 

### **(a)****                                 **each of the FinanceParties against any cost, claim, loss, expense (including legal fees) or liability,which any of them may sustain or incur as a consequence of the occurrence ofany Default; and

###  

### **(b)****                                 **each Lender againstany loss it may suffer or incur as a result of (i) its funding or makingarrangements to fund its portion of an Advance or (ii) its issuing or makingarrangements to issue a Documentary Credit, in each case requested by theBorrower under this Agreement but not made by reason of the operation of anyone or more of the provisions of this Agreement (save as a result of its owngross negligence, breach of a Finance Document or wilful default).

 

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## **33.2**                        Break Costs

##  

### **(a)****                                 **The Borrower shall,upon demand by a Finance Party, pay to that Finance Party its Break Costsattributable to all or any part of any Advance or Unpaid Sum being paid by theBorrower on a day other than the last day of an Interest Period or Term forthat Advance or Unpaid Sum.

###  

### **(b)****                                 **Each Lender shall, assoon as reasonably practicable after a demand by the Agent, provide a certificateconfirming the amount of its Break Costs for any Interest Period or Term inwhich they accrue.

###  

# **34.**                               CURRENCYOF ACCOUNT

#  

## **34.1**                        Currency

##  

Euro is the currency of account and payment for each and every sum atany time due from any Obligor under this Agreement provided that:

 

### **(a)****                                 **each repayment of anyOutstandings or Unpaid Sum (or part of it) shall be made in the currency inwhich those Outstandings or Unpaid Sum are denominated on their due date;

###  

### **(b)****                                 **interest shall bepayable in the currency in which the sum in respect of which such interest ispayable was denominated when that interest accrued;

###  

### **(c)****                                 **each payment inrespect of costs and expenses shall be made in the currency in which the samewere incurred; and

###  

### **(d)****                                 **each payment pursuantto Clause 18.2 (*Tax Indemnity*) or Clause 19.1 (*Increased Costs*) shall be made in the currency specified bythe Finance Party claiming under it.

###  

## **34.2**                        Currency Indemnity

 

If any sum due from an Obligor under this Agreement or any order orjudgment given or made in relation to this Agreement has to be converted fromthe currency (the “**first currency**”)in which the same is payable under this Agreement or under such order orjudgment into another currency (the “**secondcurrency**”) for the purpose of (a) making or filing a claim orproof against such Obligor, (b) obtaining an order or judgment in anycourt or other tribunal or (c) enforcing any order or judgment given ormade in relation to this Agreement, the Parent shall indemnify and holdharmless each of the persons to whom such sum is due from and against any losssuffered or incurred as a result of any discrepancy between (x) the rateof exchange used for such purpose to convert the sum in question from the firstcurrency into the second currency and (y) the rate or rates of exchange atwhich such person may in the ordinary course of business purchase the firstcurrency with the second currency upon receipt of a sum paid to it insatisfaction, in whole or in part, of any such order, judgment, claim or proof.

 

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# **35.**                               PAYMENTS

#  

## **35.1**                        Payment to the Agent

##  

On each date on which this Agreement requires an amount to be paid by anObligor or any of the Lenders under this Agreement, such Obligor or, as thecase may be, such Lender shall make the same available to the Agent by paymentin same 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*).

 

## **35.2**                        Same Day Funds

##  

Save as otherwise provided in this Agreement, each payment received bythe Agent for the account of another person shall be made available by theAgent to such other person (in the case of a Lender, for the account of itsFacility Office) for value the same day by transfer to such account of suchperson with such bank in a Participating Member State or London (or forpayments in Optional Currencies, in the applicable financial centre) as suchperson shall have previously notified to the Agent for this purpose.

 

## **35.3**                        Clear Payments

##  

Any payment required to be made by an Obligor under this Agreement shallbe calculated without reference to any set-off or counterclaim and shall bemade free and clear of, and without any deduction for or on account of, any set-offor counterclaim.

 

## **35.4**                        Partial Payments

##  

If the Agent receives a payment that is insufficient to discharge allthe amounts then due and payable by an Obligor under the Finance Documents, theAgent shall, unless otherwise instructed by an Instructing Group, apply thatpayment towards the obligations of that Obligor under the Finance Documents inthe following order:

 

### **(a)****                                 **first, in payment inor 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 ortowards payment *pro rata* of any accrued interestor commission due but unpaid under any Finance Document;

###  

### **(c)****                                 **thirdly, in ortowards payment *pro rata*of any principal due butunpaid under any Finance Document; and

###  

### **(d)****                                 **fourthly, in ortowards payment *pro rata* of any other sum due butunpaid under the Finance Documents,

###  

and such application shall override any appropriation made by anObligor.

 

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## **35.5**                        Indemnity

##  

Where a sum is to be paid under this Agreement to the Agent for theaccount of another person, the Agent shall not be obliged to make the sameavailable to that other person (or to enter into or perform any exchangecontract in connection therewith) until it has been able to establish to itssatisfaction that it has actually received such sum, but if it does so and itproves to be the case that it had not actually received such sum, then theperson to whom such sum (or the proceeds of such exchange contract) was (orwere) so made available shall on request refund the same to the Agent togetherwith an amount sufficient to indemnify and hold harmless the Agent from andagainst any cost or loss it may have suffered or incurred by reason of itshaving paid out such sum (or the proceeds of such exchange contract) prior toits having received such sum.

 

# **36.**                               SET-OFF

#  

## **36.1**                        Right to Set-off

##  

Each of the Obligors authorises each Lender to apply any credit balanceto which such Obligor is entitled on any account of such Obligor with thatLender in satisfaction of any sum due and payable from such Obligor to suchLender under this Agreement but unpaid; for this purpose, each Lender isauthorised to purchase with the moneys standing to the credit of any suchaccount such other currencies as may be necessary to effect such application,provided that any Finance Party may not apply any sums owed by such FinanceParty to an Obligor in connection with any supply of graphical systems, officeproducts or services directly relating to either of them to such Finance Partytowards satisfaction of any debt owed by such Obligor to that Finance Party orany other Finance Party under the Finance Documents.  Each Finance Party and each Obligor undertakesnot to enter into any arrangements between each other in contravention of thisClause 36.1.

 

## **36.2**                        No Obligation

##  

No Lender shall be obliged to exercise any right given to it by Clause36.1 (*Right to Set-Off*).

 

# **37.**                               SHARING AMONG THE FINANCE PARTIES

#  

## **37.1**                        Payments to FinanceParties

##  

If a Finance Party (a “**RecoveringFinance Party**”) receives or recovers any amount from an Obligorother than in accordance with Clause 35 (*Payments*) andapplies that amount to a payment due under the Finance Documents then:

 

### **(a)****                                 **the RecoveringFinance Party shall, within 3 Business Days, notify details of the receipt orrecovery to the Agent;

###  

### **(b)****                                 **the Agent shalldetermine whether the receipt or recovery is in excess of the amount theRecovering Finance Party would have been paid had the receipt or recovery been receivedor made by the Agent and distributed in accordance with Clause 35.4 (*Partial Payments*), without taking account of any tax whichwould be imposed on the Agent in relation to the receipt, recovery ordistribution; and

###  

### **(c)****                                 **the RecoveringFinance Party shall, within 3 Business Days of demand by the Agent, pay to theAgent an amount (the “**Sharing Payment**”) equal to such receipt or 

 

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### recovery less any amount which the Agentdetermines may be retained by the Recovering Finance Party as its share of anypayment to be made, in accordance with Clause 35.4 (*PartialPayments*).

###  

## **37.2**                        Redistribution ofPayments

##  

The Agent shall treat the Sharing Payment as if it had been paid by therelevant Obligor and distribute it between the Finance Parties (other than theRecovering Finance Party) in accordance with Clause 35.4 (*PartialPayments*).

 

## **37.3**                        Recovering FinanceParty’s Rights

##  

### **(a)****                                 **On a distribution bythe Agent under Clause 37.2 (*Redistribution of Payments*),the Recovering Finance Party will be subrogated to the rights of the FinanceParties which have shared in the redistribution.

###  

### **(b)****                                 **If and to the extentthat the Recovering Finance Party is not able to rely on its rights underparagraph (a) above, the relevant Obligor shall be liable to the RecoveringFinance Party for a debt equal to the Sharing Payment which is immediately dueand payable.

###  

## **37.4**                        Reversal ofRedistribution

##  

If any part of the Sharing Payment received or recovered by a RecoveringFinance Party becomes repayable and is repaid by that Recovering Finance Party,then:

 

### **(a)****                                 **each Finance Partywhich has received a share of the relevant Sharing Payment pursuant to Clause37.2 (*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 of theSharing Payment (together with an amount as is necessary to reimburse thatRecovering Finance Party for its share of any interest on the Sharing Paymentwhich that Recovering Finance Party is required to pay); and

###  

### **(b)****                                 **that RecoveringFinance Party’s rights of subrogation in respect of any reimbursement shall becancelled and the relevant Obligor will be liable to the reimbursing FinanceParty for the amount so reimbursed.

###  

## **37.5**                        Exceptions

##  

### **(a)****                                 **This Clause 37 shallnot apply to the extent that the Recovering Finance Party would not, aftermaking any payment pursuant to this Clause, have a valid and enforceable claimagainst the relevant Obligor.

###  

### **(b)****                                 **A Recovering Finance Partyis not obliged to share with any other Finance Party under any amount which theRecovering Finance Party has received or recovered as a result of taking legalor arbitration proceedings, if:

###  

#### **(i)****                                   **it notified such other Finance Party of the legal or arbitrationproceedings; and

####  

#### **(ii)****                               **such other Finance Party had an opportunity to participate in thoselegal or arbitration proceedings but did not do so as soon as reasonablypracticable 

 

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#### having receivednotice of it or did not take separate legal or arbitration proceedings.

 

# **38.**                               CALCULATIONS AND ACCOUNTS

#  

## **38.1**                        Day Count Convention

##  

Interest and commitment commission shall accrue from day to day andshall be calculated on the basis of a year of 365 days (in the case of amountsdenominated in sterling) or 360 days (in the case of amounts denominated inother Optional Currencies or euro) (as appropriate or, in any case where marketpractice differs, in accordance with market practice) and the actual number ofdays elapsed.

 

## **38.2**                        Reductions

##  

Any repayment of any Advance denominated in an Optional Currency shallreduce the amount of such Advance by the amount of such Optional Currencyrepaid and shall reduce the Euro Amount of such Advance proportionately.

 

## **38.3**                        Reference Banks

##  

Save as otherwise provided in this Agreement, on any occasion aReference Bank or Lender fails to supply the Agent with an interest ratequotation required of it under the foregoing provisions of this Agreement, therate for which such quotation was required shall be determined from thosequotations which are supplied to the Agent.

 

## **38.4**                        Maintain Accounts

##  

Each Lender shall maintain in accordance with its usual practiceaccounts evidencing the amounts from time to time lent by and owing to it underthis Agreement.

 

## **38.5**                        Control Accounts

##  

The Agent shall maintain on its books a control account or accounts inwhich shall be recorded:

 

### **(a)****                                 **the amount and theEuro Amount of any Advance or Unpaid Sum and the face amount and the EuroAmount of any Documentary Credit, and each Lender’s share in it;

###  

### **(b)****                                 **the amount of allprincipal, interest and other sums due or to become due from each of theObligors to any of the Lenders under the Finance Documents and each Lender’sshare in it; and

###  

### **(c)****                                 **the amount of any sumreceived or recovered by the Agent under this Agreement and each Lender’s sharein it.

###  

## **38.6**                        Prima Facie Evidence

##  

In any legal action or proceeding arising out of or in connection withthis Agreement, the entries made in the accounts maintained pursuant toClause 38.4 (*Maintain Accounts*) and 

 

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Clause 38.5 (*Control Accounts*)shall be *prima**facie*evidence of the existence and amounts of the specified obligations of theObligors.

 

## **38.7**                        Certificate ofFinance Party

##  

A certificate of a Finance Party as to the amount for the time beingrequired to indemnify 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**                        Certificate of theAgent

##  

A certificate of the Agent as to the amount at any time due from theBorrower under this Agreement (or the amount which, but for any of theobligations of the Borrower under this Agreement being or becoming void,unenforceable or ineffective, at any time, would have been due from theBorrower under this Agreement) shall, in the absence of manifest error, be *prima facie*evidence for the purposes of Clause 30 (*Guarantee and Indemnity*).

 

## **38.9**                        Certificate of L/CBank

##  

A certificate of an L/C Bank as to the amount paid out or at any timedue in respect 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 in accordance withDutch GAAP

##  

All calculations 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 EBITDA Attributable to Qualified Obligors*) and calculations ofApplicable Margin and Excess Cash Flow, shall be made in accordance with DutchGAAP, it being understood that, consistent therewith, all amounts used inmaking such calculations shall be determined in euros, converting all amountsin other currencies into euros in a manner consistent with Dutch GAAP, exceptthat, for the purposes of calculating the numerator only of the ConsolidatedLeverage Ratio (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 respective determinationof the Consolidated Leverage Ratio.

 

# **39.**                               ASSIGNMENTS AND TRANSFERS

#  

## **39.1**                        Successors andAssignees

##  

This Agreement shall be binding upon and enure to the benefit of eachparty to this Agreement and its or any subsequent successors, permittedassignees and Transferees.

 

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## **39.2**                        Assignment orTransfers by Obligors

##  

None of the rights, benefits and obligations of an Obligor under thisAgreement shall be capable of being assigned or transferred and each Obligorundertakes not to seek to assign or transfer any of its rights, benefits andobligations under this Agreement without the consent of all the Lenders.

 

## **39.3**                        Assignments orTransfers by Lenders

##  

Any Lender may, at any time, assign all or any of its rights andbenefits under the Finance Documents in accordance with Clause 39.4 (*Assignments*) or transfer all or any of its rights, benefitsand obligations under the Finance Documents in accordance with Clause 39.5(*Transfer Certificate*) without theconsent of any other party provided that notwithstanding any other provision ofthis 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 by an Affiliate ofsuch investment advisor or (y) all, or if less than all, a portion equal to atleast €1,000,000 in the aggregate for the assigning or transferring Lender(s),of such Commitments (and related outstanding Obligations hereunder) and/or itsTerm Facility Outstandings hereunder to one or more Eligible Institutions(treating any fund that invests in bank loans and any other fund that investsin bank loans and is managed or advised by the same investment advisor of suchfund or by an Affiliate of such investment advisor as a single EligibleInstitution), provided that, (i) at such time Part I of Schedule 1 (*Lenders and Commitments*) shall be deemedmodified to reflect the Commitments (and/or Term Facility Outstandings, as thecase may be) of such new Lender and of the existing Lenders, (ii) the consentof each L/C Bank and each Swingline Facility Lender shall be required inconnection with any assignment or transfer of all or any portion of RevolvingFacility Commitments (which consents shall not be unreasonably withheld ordelayed), (iii) in the case of assignments or transfers pursuant to clause (y)above, the consent of the Agent shall be required (which consent shall not beunreasonably withheld or delayed) and, so long as no Default or Event ofDefault then exists, the prior written consent of the Borrower shall berequired (which consent shall not be unreasonably withheld or delayed).

 

(b)                                 At thetime of each assignment pursuant to this Clause 39.3 to a person which is notalready a Lender hereunder and which is not a U.S. Person (as such term isdefined in Section 7701(a)(30) of the Code) for U.S. federal income taxpurposes, the respective assignee or transferee Lender shall provide to theBorrower and the Agent the appropriate Internal Revenue Service Forms (and, ifappropriate, the form specified in paragraph (e) of Clause 18.1 (*Tax Gross-up*)).

 

(c)                                  To theextent that an assignment pursuant to Clause 21.1 (*Replacement of Lenders*) and this Clause 39 would, at thetime of such assignment or transfer, result in increased costs under Clauses 18(*Taxes*), 19.1 (*Increased Costs*) or 20 (*Illegality*) from those being charged bythe respective assigning or transferring Lender prior to 

 

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such assignment or transfer,then the Borrower shall not be obligated to pay such increased costs (althoughthe Borrower shall be obligated to pay any other increased costs of the typedescribed above resulting from changes after the date of the respectiveassignment or transfer).  At the time ofany such assignment or transfer pursuant to this Clause 39.3, the assigning ortransferring Lender shall furnish notice thereof to the Agent.

 

(d)                                 Nothingin this Agreement shall prevent or prohibit any Lender from pledging orassigning by way of security its Outstandings hereunder to a Federal ReserveLender in support of borrowings made by such Lender from such Federal ReserveLender and, with the consent of the Agent, any Lender which is a fund maypledge or assign by way of security all or any portion of its Outstandings to atrustee for the benefit of investors and in support of its obligation to suchinvestors.  No pledge or assignment byway of security pursuant to this paragraph (d) shall release the transferorLender from any of its obligations hereunder. For the avoidance of doubt, a pledge shall not include a charge by wayof security.

 

## **39.4**                        Assignments

##  

If any Lender wishes to assign all or any of its rights and benefitsunder the Finance Documents, unless and until the relevant assignee has agreedwith the other Finance Parties that it shall be under the same obligationstowards each of them as it would have been under if it had been an originalparty to the Finance Documents as a Lender, such assignment shall not becomeeffective and the other Finance Parties shall not be obliged to recognise suchassignee as having the rights against each of them which it would have had ifit had been such a party to this Agreement.

 

## **39.5**                        Transfer Certificate

##  

If any Lender wishes to transfer all or any of its rights, benefitsand/or obligations under the Finance Documents, such transfer may be effectedby novation through the delivery to the Agent of a duly completed and dulyexecuted Transfer 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)****                                 **to the extent that insuch Transfer Certificate the Lender party to it seeks to transfer its rights,benefits and obligations under the Finance Documents, each of the Obligors andsuch Lender shall be released from further obligations towards one anotherunder the Finance Documents and their respective rights against one anothershall be cancelled (such rights and obligations being referred to in thisClause 39.5 as “**discharged rights and obligations**”);

###  

### **(b)****                                 **each of the Obligorsand the Transferee party to it shall assume obligations towards one anotherand/or acquire rights against one another which differ from the dischargedrights and obligations only insofar as such Obligor and such Transferee haveassumed and/or acquired the same in place of such Obligor and such Lender;

###  

### **(c)****                                 **subject to Clause21.1 (*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 

 

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### 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)****                                 **such Transferee shallbecome a party to this Agreement as a Lender.

###  

## **39.6**                        Transfer Fee

##  

On the date upon which a transfer takes effect pursuant toClause 39.5 (*Transfer Certificate*)the Transferee in respect of such transfer shall pay to the Agent for its ownaccount a transfer fee of €1,500 provided that this fee shall not be payable byany Lender party to this Agreement on the date of this Agreement in respect oftransfers made by such Lender prior to the Syndication Date.

 

## **39.7**                        Sub-participations

##  

Subject to Clause 46 (*Third PartyRights*) any Lender may grant participations in its rights hereunder,such Lender shall remain a “Lender” for all purposes hereunder (and may nototherwise transfer or assign all or any portion of its Commitments hereunderexcept as provided in Clause 39.3 (*Assignmentsor Transfers by Lenders*)) and the participant shall not constitute a“Lender” hereunder and provided that no Lender shall grant any participationunder which the participant shall have rights to approve any amendment to orwaiver of this Agreement or any other Finance Document except to the extentsuch amendment or waiver would:

 

### **(a)****                                 **extend the finalscheduled 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 extend the time of payment of interest or fees thereon (except inconnection with a waiver of applicability of any post-default increase ininterest rates) or reduce the principal amount thereof, or increase the amountof the participant’s participation over the amount thereof then in effect (itbeing understood that a waiver of any Default or Event of Default or of amandatory repayment of Term Facility Outstandings or a mandatory reduction inthe Available Revolving Facility shall not constitute a change in the terms ofsuch participation, and that an increase in any Commitment or Outstandingsshall be permitted without the consent of any participant if the participant’sparticipation is not increased as a result thereof);

###  

### **(b)****                                 **consent to theassignment or transfer by any Obligor of any of its rights and obligationsunder this Agreement;

###  

### **(c)****                                 **release all orsubstantially all of the Collateral under all of the Security Documents (exceptas expressly provided in the Finance Documents) supporting the Facilities Obligationshereunder in which such participant is participating.

###  

### In the case of any such participation, theparticipant shall not have any rights under this Agreement or any of the otherFinance Documents (the participant’s rights against such Lender in respect ofsuch participation to be those set forth in the agreement executed by suchLender in favour of the participant relating thereto) and all amounts payableby the Borrower hereunder shall be determined as if such Lender had not soldsuch participation, except that to the extent that the participant may berequired to be recognised as the owner (or beneficial 

 

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### owner) for tax purposes, such participantshall be considered as the Lender in applying any of the provisions of theFinance Documents that involve such tax.

###  

## **39.8**                        Disclosure ofInformation

##  

**(a)**                                  Subject to the provisions of paragraph(b) below, each Lender agrees that it will treat as confidential (in accordancewith normal banking procedures) any information with respect to the Parent orany of its Subsidiaries which is now or in the future furnished pursuant tothis Agreement or any other Finance Document, provided that any Lendermay disclose any such information:

 

(i)                                     as has become generally available to thepublic other than by virtue of a breach of this paragraph (a) by the respectiveLender;

 

(ii)                                  as may be required or is reasonablyappropriate in any report, statement or testimony submitted to any municipal,state, Federal or foreign regulatory body having or claiming to havejurisdiction over such Lender or to the Federal Reserve Board or the FederalDeposit Insurance Corporation, the NAIC or similar organizations (whether inthe United States or elsewhere) or their successors;

 

(iii)                               as may be required or reasonablyappropriate in respect to any summons or subpoena or in connection with anylitigation;

 

(iv)                              in order to comply with any law, order,regulation or ruling applicable to such Lender;

 

(v)                                 to the Agent or the Security Trustee;

 

(vi)                              to such Lender’s Affiliates, employees,auditors, advisors or counsel or to another Lender if the Lender or such Lender’sholding or parent company in its sole discretion determines that any such partyshould have access to such information, provided such persons shall besubject to the provisions of this Clause 39.8 to the same extent as suchLender; and

 

(vii)                           to any prospective or actual transfereeor participant or their respective investment advisors in connection with anycontemplated transfer, participation, securitisation or hedge of any of theCommitments, any interest therein by such Lender or any other transaction underwhich payments are to be made by reference to any Finance Document or Obligor, providedthat such prospective 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 that such Persons shall besubject to the provisions of this Clause 39.8 to the same extent as suchLender.

 

**(c)****                                 **Notwithstanding anything in thisAgreement, any amendments to this Agreement, or any other document, agreementor understanding relating to the transactions 

 

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contemplated by this Agreement, each party to this Agreement and itsaffiliates (and each employee, representative, or other agent of such party orits affiliates) are authorised to disclose to any and all persons, beginningimmediately upon commencement of discussions regarding the transactionscontemplated by this Agreement and without limitation of any kind, the U.S.federal, state or local tax treatment and tax structure of such transactions,and all materials of any kind (including opinions or other tax analyses) thatare provided to such party or its affiliates relating to such tax treatment andtax structure, except to the extent that such disclosure is subject torestrictions reasonably necessary to comply with securities laws.  For purposes of this authorisation, the “taxtreatment” of a transaction means the purported or claimed tax treatment of thetransaction, and the “tax structure” of a transaction means any fact that maybe relevant to understanding the purported or claimed tax treatment of thetransaction.  This paragraph is intendedto reflect the understanding of the parties that the transactions contemplatedby this Agreement have not been offered under “conditions of confidentiality”,as that phrase is used in U.S. Treasury Regulations sections 1.601-4(b)(3) and301.6111-2(c), and in any state or local law or regulation incorporating all orpart of such sections, and shall be interpreted in a manner consistenttherewith.  Nothing herein is intended toimply that any party or its affiliates (or any employee, representative, orother agent of such party or its affiliates) has made or provided to, or forthe benefit of, any other party or its affiliates any oral or written statementas to any potential U.S. federal, state or local tax consequences that arerelated to, or may result from, the transactions contemplated by thisAgreement.  None of the parties providesaccounting, tax or legal advice, and each has consulted, or will consult, itsown advisers regarding its participation in such transactions.

 

## **39.9**                        Register

##  

The Borrower hereby designates the Agent to serve as the Borrower’sagent, solely for 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 theBorrower’s 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 Borrower agrees to indemnify the Agentfrom and against any and all losses, claims, damages and liabilities ofwhatsoever nature which may be imposed on, asserted against or incurred by theAgent in performing 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).

 

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# **40.**                               COSTSAND EXPENSES

#  

## **40.1**                        Transaction Costs

##  

The Parent shall, from time to time on demand of the Agent, reimbursethe Agent, the Security Trustee and each of the Arrangers for all reasonablecosts and expenses (including legal fees) incurred by them in connection withthe negotiation, preparation and execution of the Finance Documents and thecompletion of the transactions therein contemplated and primary syndication ofthe Facilities (including publicity expenses).

 

## **40.2**                        Preservation andEnforcement Costs

##  

The Parent shall, from time to time on demand of the Agent, reimburseeach Finance Party for all costs and expenses (including legal fees) incurredin or in connection with the preservation and/or enforcement of any of therights of such Finance Party under the Finance Documents.

 

## **40.3**                        Stamp Taxes

##  

The Parent shall pay (or cause the Borrower to pay) all stamp,registration, documentary and other taxes (including any penalties, additions,fines, surcharges or interest relating thereto) to which any of the 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.

 

## **40.4**                        Compensation

##  

The Parent shall, from time to time on demand of the Agent (and withoutprejudice to the provisions of Clause 40.2 (*Preservationand Enforcement 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)****                                 **the granting orproposed granting of any waiver or consent requested under any of the FinanceDocuments by the Obligors or any of them;

###  

### **(b)****                                 **any actual, potentialor suspected breach by an Obligor of any of its obligations under any of theFinance Documents;

###  

### **(c)****                                 **the occurrence of anyDefault; or

###  

### **(d)****                                 **any amendment orproposed amendment of any of the Finance Documents requested by the Obligors orany of them.

 

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## **40.5**                        Amendments andWaivers

##  

If an Obligor requests any amendment or waiver in accordance with Clause45 (*Amendments*), the relevant Obligor shall,on demand of the Agent, reimburse the Finance Parties for all reasonable costsand expenses (including legal fees) incurred by any of the Finance Parties inresponding to or complying with such request.

 

## **40.6**                        Management Time ofthe Agent

##  

Any amount payable to the Agent under this Clause 40 shall include thecost of utilising its management time or other resources and will be calculatedon the basis of such reasonable daily or hourly rates as it may notify to theParent and the Lenders, and is in addition to any fee paid or payable to itunder Clause 17 (*Commissions and Fees*).

 

## **40.7**                        Lenders’ Indemnity

##  

If any Obligor fails to perform any of its obligations under this Clause40, each Lender shall indemnify and hold harmless each of the Agent, theArrangers and/or the Security Trustee from and against its Proportion (asdetermined at all times for these purposes in accordance with paragraph (c) ofthe definition of “Proportion”) of any loss incurred by any of them as a resultof such failure and the relevant Obligor shall forthwith reimburse each Lenderfor any payment made by it pursuant to this Clause.

 

## **40.8**                        Value Added Tax

##  

### **(a)****                                 **All amounts expressedto be payable under any Finance Document by any Obligor to a Finance Partyshall be exclusive of any VAT.  If VAT ischargeable on any supply made by a Finance Party to any Obligor under anyFinance Document (whether that supply is taxable pursuant to the exercise of anoption or otherwise), that Obligor shall pay to that Finance Party (in additionto and at the same time as paying that consideration) an amount equal to theamount of the VAT as further consideration.

###  

### **(b)****                                 **No payment or otherconsideration to be made or furnished to any Obligor pursuant to or inconnection with any Finance Document may be increased or added to by referenceto (or as a result of any increase in the rate of) any VAT which shall be ormay become chargeable in respect of any taxable supply.

###  

### **(c)****                                 **Where a FinanceDocument requires any party to reimburse a Finance Party for any costs orexpenses, that party shall also pay any amount of those costs or expensesincurred referable to VAT chargeable thereon.

###  

## **40.9**                        Indemnity Payments

##  

Where under any Finance Document an Obligor has an obligation toindemnify or reimburse any Protected Party in respect of any loss or payment,the calculation of the amount payable by way of indemnity or reimbursementshall take account of the likely tax treatment in the hands of that ProtectedParty (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.

 

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# **41.**                               REMEDIESAND WAIVERS

#  

No failure to exercise, nor any delay in exercising, on the part of theFinance Parties or any of them, any right or remedy under this Agreement shalloperate as a waiver thereof, nor shall any single or partial exercise of anyright or remedy prevent any further or other exercise thereof or the exerciseof any other right or remedy.  The rightsand remedies provided in this Agreement are cumulative and not exclusive of anyrights or remedies provided by Law.

 

# **42.**                               NOTICES AND DELIVERY OF INFORMATION

#  

## **42.1**                        Writing

##  

Each communication to be made under any Finance Document shall be madein writing and, unless otherwise stated, shall be made by fax, telex or letter.

 

## **42.2**                        Giving of Notice

##  

Any communication or document to be made or delivered by one person toanother pursuant to any Finance Document shall in the case of any person otherthan a Lender (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 theTransfer Certificate to which it is a party as Transferee) and shall be deemedto have been made or delivered when despatched (in the case of anycommunication made by fax or telex) or (in the case of any communication madeby letter) when left at the address or (as the case may be) 5 Business Daysafter being deposited in the post postage prepaid in an envelope addressed toit at that address provided that any communication or document to be made ordelivered to the Agent shall be effective only when received by the Agent andthen only if the same is expressly marked for the attention of the departmentor officer identified with the Agent’s signature below (or such otherdepartment or officer as the Agent shall from time to time specify for thispurpose).

 

## **42.3**                        Use of Websites

##  

### **(a)****                                 **An Obligor maysatisfy its obligation under any Finance Document to which it is a party todeliver any information in relation to those Lenders (the “**Website Lenders**”) who accept thismethod of communication by posting this information onto an electronic websitedesignated by the Parent and the Agent (the “**Designated Website**”) if:

###  

#### **(i)****                                   **the Agent expressly agrees (after consultation with each of theLenders) that it will accept communication of the information by this method;

####  

#### **(ii)****                               **both the Parent and the Agent are aware of the address of, and anyrelevant password specifications for, the Designated Website; and

####  

#### **(iii)****                           **the information is in a format previously agreed between the Parentand the Agent.

####  

If any 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 

 

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the information to the Agent (in sufficient copies for each Paper FormLender) in paper form.  In any event, theParent shall supply the Agent with at least one copy in paper form of anyinformation required to be provided by it.

 

### **(b)****                                 **The Agent shallsupply each Website Lender with the address of, and any relevant passwordspecifications for, the Designated Website following designation of thatwebsite by the Parent and the Agent.

###  

### **(c)****                                 **The Parent shallpromptly upon becoming aware of its occurrence notify the Agent if:

###  

#### **(i)****                                   **the Designated Website cannot be accessed due to technical failure;

####  

#### **(ii)****                               **the password specifications for the Designated Website change;

####  

#### **(iii)****                           **any new information which is required to be provided under thisAgreement is posted onto the Designated Website;

####  

#### **(iv)****                              **any existing information which has been provided under thisAgreement and posted onto the Designated Website is amended; or

####  

#### **(v)****                                  **the Parent becomes aware that the Designated Website or anyinformation posted onto the Designated Website is or has been infected by anyelectronic virus or similar software.

####  

If the Parent notifies theAgent under paragraph (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)****                                 **Any Website Lendermay request, through the Agent, one paper copy of any information required tobe provided under this Agreement which is posted onto the DesignatedWebsite.  The Parent shall comply withany such request within 10 Business Days.

###  

## **42.4**                        ElectronicCommunication

##  

### **(a)****                                 **Any communication tobe made between the Agent and a Lender under or in connection with the FinanceDocuments may be made by electronic mail or other electronic means, if theAgent and the relevant Lender:

###  

#### **(i)****                                   **agree that, unless and until notified to the contrary, this is to bean accepted form of communication;

####  

#### **(ii)****                               **notify each other in writing of their electronic mail address and/orany other information required to enable the sending and receipt of informationby that means; and

####  

#### **(iii)****                           **notify each other of any change to their address or any other suchinformation supplied by them.

 

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### **(b)****                                 **Any electroniccommunication made between the Agent and a Lender will be effective only whenactually 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

#  

Each communication and document made or delivered by one party toanother pursuant to any of the Finance Documents shall be in the Englishlanguage or accompanied by a translation of it into English certified (by anofficer of the person making or delivering the same) as being a true andaccurate translation of it.

 

# **44.**                               PARTIALINVALIDITY

#  

If, at any time, any provision of this Agreement is or becomes illegal,invalid or unenforceable in any respect under the Law of any jurisdiction, suchillegality, invalidity or unenforceability shall not affect:

 

### **(a)****                                 **the legality,validity or enforceability of the remaining provisions of this Agreement; or

###  

### **(b)****                                 **the legality,validity or enforceability of such provision under the Law of any otherjurisdiction.

###  

# **45.**                               AMENDMENTS

#  

## **45.1**                        Amendments

##  

Except as provided in Clauses 45.2 (*Consent*), 45.3(*Technical Amendments*) and 45.4 (*Guarantees and Security*), the Agent, if it has the 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 Agreement andany amendments or waivers so agreed shall be binding on all the Finance Partiesand the Obligors.

 

## **45.2**                        Consent

##  

### **(a)****                                 **An amendment orwaiver relating to the following matters shall not be made without the priorwritten consent of all the Lenders:

###  

#### **(i)****                                   **a reduction in the proportion of any amount received or recovered(whether by way of set-off, combination of accounts or otherwise) in respect ofany amount due from an Obligor under this Agreement to which any Lender isentitled;

####  

#### **(ii)****                               **a decrease in any Applicable Margin for, or the principal amount of,any Advance, any Documentary Credit or any interest payment, fees or otheramounts due under this Agreement to any Lender from an Obligor or any otherparty to this Agreement (other than the result of any amendment or modificationto Clause 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);

 

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#### **(iii)****                           **any change in the currency of account;

####  

#### **(iv)****                              **the deferral of the date for payment of any principal, interest, feeor any other amount due under this Agreement to any Lender from an Obligor orany other party to this Agreement;

####  

#### **(v)****                                  **the deferral of any Final Maturity Date, any Termination Date or anyExpiry Date;

####  

#### **(vi)****                              **any reduction to the percentage set forth in the definition ofInstructing Group as included on the date of this Agreement (it beingunderstood that, with the consent of the Instructing Group, additionalextensions of credit pursuant to this Agreement may be included in thedetermination of Instructing Group on substantially the same basis on theextensions of the Term Facilities and the Revolving Facilities as at theEffective Date);

####  

#### **(vii)****                          **any amendments, modifications or waiver of any provision to thisClause;

####  

#### **(viii)****                      **consent to the assignment or transfer by the Parent or any otherObligor (other than to another Obligor or another Wholly-Owned Subsidiary ofthe Parent which acceded as an Acceding Guarantor) of any of its rights andobligations under this Agreement; and

####  

#### **(ix)****                             **a change to any provision which contemplates the need for theconsent or approval of all the Lenders.

####  

### **(b)****                                 **Notwithstandingparagraph (a) above, an amendment or waiver relating to the following mattersshall not be made without the prior written consent of each Lender affectedthereby:

###  

#### **(i)****                                   **any increase in the Commitment of such Lender (it being understoodthat waivers or modifications of conditions precedent, covenants, Defaults orEvents of Default or of a mandatory reduction in the Available Facility shallnot constitute an increase of the Commitment of any Lender, and that anincrease in the available portion of any Commitment of any Lender shall notconstitute an increase in the Commitment of such Lender);

####  

#### **(ii)****                               **in relation to any Swingline Facility Lender every provision ofClause 6 (*Swingline Facilities*)or alter its rights or obligations with respect to Swingline Facility Advances;and

####  

#### **(iii)****                           **in relation to the L/C Bank every provision of Clause 5 (*Documentary Credits*) or alter its rightsor obligations with respect to any Documentary Credits issued by it.

####  

### **(c)****                                 **Notwithstandingparagraph (a) above, an amendment or waiver relating to the following mattersshall not be made without the prior written consent of the Majority Lenders ofthe respective Facility:

###  

#### **(i)****                                   **any amendment or waiver which would result in a Lender of suchFacility being allocated a lesser prepayment, repayment (or commitmentreduction) as a result of any alteration of the required application of anyprepayments or 

 

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#### repayments (orcommitment reductions), as between the various Facilities, pursuant to Clauses9 (*Repayment of Revolving and SwinglineFacility Outstandings*), 10 (*Repaymentof Term Facility Outstandings*), 12 (*VoluntaryPrepayment*) or 13 (*MandatoryPrepayment*) (although the Instructing Group may (1) waive, in wholeor in part, any such prepayment, repayment or commitment reduction, so long asthe application, as amongst the various Facilities, of any such prepayment,repayment or commitment reduction which is still required to be made is notaltered and (2) agree to the inclusion of additional extensions of credit madeafter the Initial Borrowing Date (and not pursuant to Commitments as in effecton the Initial Borrowing Date) on substantially the same basis as the otherextensions of credit, pursuant to Clauses 11.1 (*Voluntary Cancellation*) and/or 12.1 (*Voluntary Prepayment*); and

####  

#### **(ii)****                               **any amendment to the definition of “Majority Lenders”; and

####  

### **(d)****                                 **Notwithstandingparagraph (a) above, an amendment or waiver which would amend, modify or waiveany Scheduled Repayment applicable to the respective Facility shall not be madewithout 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)).

###  

## **45.3**                        Technical Amendments

##  

Notwithstanding Clause 45.1 (*Amendments*),the Agent may determine administrative matters and make technical amendmentsarising out of manifest errors on the face of this Agreement, where suchamendments would not prejudice or otherwise be adverse to the position of anyLender under this Agreement, without reference to the Lenders.

 

## **45.4**                        Guarantees andSecurity

##  

A waiver of issuance or the release of any Guarantor from any of itsobligations under 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**                        Amendments affectingthe Agent

##  

Notwithstanding any other provision of this Agreement, the Agent shallnot be obliged to agree to any amendment or waiver if the same would:

 

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

 

**(ii)**                                otherwiseamend or waive any of the Agent’s rights under this Agreement or subject theAgent to any additional obligations under this Agreement.

 

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## **45.6**                        Amendments affectingthe Security Trustee

##  

Notwithstanding any other provision of this Agreement, the SecurityTrustee shall not be obliged to agree to any amendment or waiver if the samewould:

 

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

 

**(ii)**                                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**                        Replacement ofnon-Instructing Group Lender

##  

If, in connection with any proposed change, waiver, discharge ortermination to any of the provisions of this Agreement as contemplated byparagraph (a) of Clause 45.2 (*Consent*),the consent of the Instructing Group is obtained but the consent of one or moreof such other Lenders whose consent is required is not obtained, then theBorrower 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)****                                 **replace each suchnon-consenting Lender or Lenders (or, at the option of the Borrower if therespective Lender’s consent is required with respect to less than allOutstandings (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 thetime of such replacement, each such member of the Instructing Group consents tothe proposed change, waiver, discharge or termination; or

###  

### **(b)****                                 **terminate eachRevolving Facility Commitment and/or Incremental Revolving Facility Commitmentof such non-consenting Lender’s Revolving Facility Commitment (if such Lender’sconsent is required as a result of its Revolving Facility Commitment and/orIncremental Revolving Facility Commitment) and/or repay each Term FacilityOutstandings of such Lender which gave rise to the need to obtain such Lender’sconsent, in accordance with Clauses 11.1 (*VoluntaryCancellation*) and/or 12.1 (*VoluntaryPrepayment*), provided that, unless the Commitmentsterminated, and Outstandings repaid, pursuant to this paragraph (b) areimmediately replaced in full at such time through the addition of new Lendersor the increase of the Commitments and/or Outstandings of remaining lenders (whoin each 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,

###  

for the avoidance of doubt, the 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 to paragraph(b) of Clause 45.2 (*Consent*).

 

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# **46.**                               THIRDPARTY RIGHTS

#  

### **(a)****                                 **A person which is nota party to this Agreement (a “**third party**”) shall have no right toenforce any of its provisions except that:

###  

#### **(i)****                                   **this shall not affect any right or remedy of a third party which itwould have had if the Contracts (Rights of Third Parties) Act 1999 had not comeinto effect; and

####  

#### **(ii)****                               **each of Clause 5.9 (*Exclusion ofLiability*), Clause 18.2 (*TaxIndemnity*), Clause 19 (*IncreasedCosts*) and Clause 31.9(b) (*Exclusionof Liability*) shall be enforceable by any third party referred to insuch clause as if such third party were a party to this Agreement.

####  

### **(b)****                                 **The parties to thisAgreement may without the consent of any third party vary or rescind thisAgreement.

###  

# **47.**                               COUNTERPARTS

#  

This Agreement may be executed in any number of counterparts and all ofsuch counterparts taken together shall be deemed to constitute one and the sameinstrument.

 

# **48.**                               GOVERNINGLAW

#  

This Agreement shall be governed by, and construed in accordance with,English Law.

 

# **49.**                               JURISDICTION

#  

## **49.1**                        Courts of England

##  

Each of the parties to this Agreement irrevocably agrees for the benefitof each of the 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

##  

Each of the Obligors irrevocably waives any objection which it might nowor hereafter have to Proceedings being brought or Disputes settled in thecourts of England and agrees not to claim that any such court is aninconvenient or inappropriate forum.

 

## **49.3**                        Service of Process

##  

Each of the Obligors which is not incorporated in England agrees thatthe process by which any Proceedings are begun may be served on it by beingdelivered in connection with any Proceedings in England, to Buhrmann UK Limited at Tameside Drive,Holford, Birmingham, West Midlands B6 7AY or its registered office for the timebeing.  If the appointment of the personmentioned in this Clause 49.3 ceases to be effective in respect of any of theObligors the relevant Obligor shall immediately appoint a further person inEngland to accept 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 

 

192

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in this Agreement shall affect the right to serve process in any othermanner permitted by Law.

 

## **49.4**                        Proceedings in OtherJurisdictions

##  

Nothing in 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**                        General Consent

##  

Each of the Obligors consents generally in respect of any Proceedings tothe giving of any relief or the issue of any process in connection with suchProceedings including the making, enforcement or execution against any propertywhatsoever (irrespective of its use or intended use) of any order or judgmentwhich may be made or given in such Proceedings.

 

## **49.6**                        Waiver of Immunity

##  

To the extent that any Obligor may in any jurisdiction claim for itselfor its assets or revenues immunity from suit, execution, attachment (whether inaid of execution, before judgment or otherwise) or other legal process and tothe extent 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.

 

## **49.7**                        Waiver of Jury Trial

##  

EACH OBLIGOR HEREBY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANYLEGAL PROCEEDINGS ANYWHER ARISING OUT OR RELATING TO THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY.

 

**This Agreement has been entered into on the date statedat the beginning of this Agreement.**

 

193

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##### **SCHEDULE 1**

 

###### **PART I - LENDERS AND COMMITMENTS**

**SECTION A**

 
| **Lender**                                                     | ** ** | **Revolving Facility Commitment** | ** ** | **A Facility Commitment** | ** ** | **B1 Facility Commitment** | ** ** | **B2 Facility Commitment** | ** ** | **Additional C1 Facility Commitment** | ** ** | **Additional C2 Facility Commitment** | ** ** |
|----------------------------------------------------------------|------------|-----------------------------------|------------|---------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------------------|------------|---------------------------------------|------------|
| ** **                                                     | ** ** | **(€)**                      | ** ** | **(€)**              | ** ** | **($)**                    | ** ** | **(€)**               | ** ** | **($)**                               | ** ** | **(€)**                          | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Deutsche  Bank AG London**                                   | ** ** | **37,925,000**                    | ** ** | **14,575,000**            | ** ** | **380,000,000**            | ** ** | **50,000,000**             | ** ** | **6,982,500**                         | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **ABN  AMRO Bank N.V.**                                        | ** ** | **37,925,000**                    | ** ** | **14,575,000**            | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **ING Bank N.V.**                                              | ** ** | **33,250,000**                    | ** ** | **16,500,000**            | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Fortis Capital Corp.**                                       | ** ** | **33,250,000**                    | ** ** | **16,500,000**            | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.**  | ** ** | **26,750,000**                    | ** ** | **13,250,000**            | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **U.S.  Bank, N.A.**                                           | ** ** | **10,000,000**                    | ** ** | **5,000,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **The  Bank of New York**                                      | ** ** | **10,000,000**                    | ** ** | **5,000,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Scotiabank Europe plc**                                      | ** ** | **10,000,000**                    | ** ** | **5,000,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Credit Industriel et Commercial**                            | ** ** | **10,000,000**                    | ** ** | **5,000,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Natexis Banques Populaires**                                 | ** ** | **6,000,000**                     | ** ** | **3,000,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **National  City Bank**                                        | ** ** | **6,250,000**                     | ** ** | **6,250,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Raiffeisen  Zentralbank Österreich Aktiengesellschaft** | ** ** | **7,000,000**                     | ** ** | **7,000,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Banque LBLux S.A.**                                          | ** ** | **6,650,000**                     | ** ** | **3,350,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **National  Bank of Egypt International Limited**              | ** ** | **10,000,000**                    | ** ** | **5,000,000**             | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| **Bank of Montreal**                                           | ** ** | **10,000,000**                    | ** ** | **—**                | ** ** | **—**                 | ** ** | **—**                 | ** ** | **—**                            | ** ** | **—**                            | ** ** |
| ** **                                                     | ** ** | ** **                        | ** ** | ** **                | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                            | ** ** | ** **                            | ** ** |
| ** **                                                     | ** ** | **255,000,000**                   | ** ** | **120,000,000**           | ** ** | **380,000,000**            | ** ** | **50,000,000**             | ** ** | **6,982,500**                         | ** ** | **0**                                 | ** ** |

 

194

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**SECTION B**

 

| **Lender**                   | ** ** | **Swingline Facility Commitment** | ** ** |
|------------------------------|------------|-----------------------------------|------------|
| ** **                   | ** ** | **(€)**                      | ** ** |
| ** **                   | ** ** | ** **                        | ** ** |
| **Deutsche  Bank AG London** | ** ** | **85,000,000**                    | ** ** |
| ** **                   | ** ** | **85,000,000**                    | ** ** |

 

195

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###### **PART II - ORIGINAL GUARANTORS**

 

**U.S. Guarantors**

 

1.                                       ASAP SoftwareExpress, Inc.

 

2.                                       BTOP USACorp.

 

3.                                       BTOPI Holding(U.S.)

 

4.                                       Buhrmann Swaps,Inc.

 

5.                                       Corporate ExpressDocument & Print Management, Inc.

 

6.                                       Corporate ExpressOffice Products, Inc.

 

7.                                       CE PhiladelphiaReal Estate, Inc.

 

8.                                       Corporate ExpressPromotional Marketing, Inc.

 

9.                                       Corporate ExpressReal Estate,****Inc.

 

10.                                 Corporate Expressof Texas, Inc.

 

11.                                 Corporate Express,Inc.

 

12.                                 LicenseTechnologies Group, Inc.

 

13.                                 Moore Labels, Inc.

 

**Dutch Guarantors**

 

1.                                       BuhrmannFinancieringen B.V.

 

2.                                       Buhrmann Fined B.V.

 

3.                                       BuhrmannN.V.

 

4.                                       Buhrmann IIB.V.

 

5.                                       BuhrmannInternational B.V.

 

6.                                       Buhrmann NederlandB.V.

 

7.                                       BuhrmannNederland Holding B.V.

 

196

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8.                                       Tetterode-NederlandB.V.

 

9.                                       Veenman B.V.(formerly known as Corporate Express Document Automatisering B.V.)

 

10.                                 Buhrmann OfficeProducts Nederland B.V.

 

**Belgian Guarantors**

 

Buhrmann Europcenter N.V.

 

**Luxembourg Guarantors**

 

Buhrmann Luxembourg S.A.R.L.

 

197

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##### **SCHEDULE 2**FORM OF TRANSFER CERTIFICATE

 

To:                              DeutscheBank AG London as Agent

 

**DEED OF TRANSFER AND ACCESSION**

 

This Deed of Transfer and Accession (being the “**Transfer Certificate**” referred to in theFacilities Agreement referred to below) relates to:

 

**(a)**                                  thesenior facilities agreement (as from time to time amended, varied, novated orsupplemented, the “**Facilities Agreement**”)dated 23 December 2003 whereby certain facilities in a maximum aggregateamount of €730,000,000** **were madeavailable to Buhrmann US Inc. as Borrower under the guarantee of theGuarantors, by a group of banks and other financial institutions on whosebehalf Deutsche Bank AG London acted as Agent in connection therewith; and

 

**(b)****                                 **theintercreditor deed (as from time to time, amended, varied, novated orsupplemented, the “**Intercreditor Deed**”)dated 23 December 2003 between, *interalios*, the Parent, the Borrower, the Agent, the Security Trustee,the Lenders as senior lenders, the Original Obligors as original obligors, theIntergroup Creditors named therein as intergroup creditors and the IntergroupDebtors named therein as intergroup debtors.

 

**1.**                                      Termsdefined in the Facilities Agreement and/or, as the case may be, IntercreditorDeed shall, subject to any contrary indication, have the same meanings in thisDeed of Transfer and Accession.  Theterms “Lender”, “Transferee”, “Lender’s Participation” and “Portion Transferred”are defined in the Schedule to this Deed of Transfer and Accession.

 

**2.**                                      The Lender:

 

**(a)**                                  confirmsthat the details in the Schedule to this Deed of Transfer and Accessionare an accurate summary of the Lender’s participation in the FacilitiesAgreement (and, if relevant, the relevant Incremental Facility CommitmentAgreement) and the Interest Periods or Terms (as the case may be) for existingAdvances or, as the case may be, Tranches as at the Effective Date; and

 

**(b)**                                  requeststhe Transferee to accept and procure the transfer to the Transferee of thePortion Transferred by countersigning and delivering this Deed of Transfer andAccession to the Agent at its address for the service of notices designated tothe Agent in accordance with the Facilities Agreement.

 

**3.**                                      TheTransferee hereby requests the Agent to accept this Deed of Transfer andAccession as being delivered to the Agent pursuant to and for the purposes ofClause 39.5 (*Transfer Certificate*) of theFacilities Agreement so as to take effect in accordance with the terms of it onthe Transfer Date or on such later date as may be determined in accordance withthe terms of it.

 

**4.**                                      TheTransferee confirms that it has received a copy of the Facilities Agreement(and, if relevant, the relevant Incremental Facility Commitment Agreement(s)identified in 

 

198

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the Schedule to thisAgreement) and the Intercreditor Deed together with such other information asit has required in connection with this transaction and that it has not reliedand will not rely on the Lender to check or enquire on its behalf into thelegality, validity, effectiveness, adequacy, accuracy or completeness of anysuch information and further agrees that it has not relied and will not rely onthe Lender to assess or keep under review on its behalf the financialcondition, creditworthiness, condition, affairs, status or nature of anyObligor.

 

**5.**                                      TheTransferee undertakes with the Lender and each of the other parties to theFacilities Agreement that it will perform in accordance with their terms allthose obligations which by the terms of the Facilities Agreement (and, ifrelevant, the Incremental Facility Commitment Agreement(s) identified in the Schedule tothis Deed of Transfer and Accession) will be assumed by it after delivery ofthis Deed of Transfer and Accession to the Agent and satisfaction of theconditions (if any) subject to which this Deed of Transfer and Accession isexpressed to take effect.

 

**6.**                                      The Lendermakes no representation or warranty and assumes no responsibility with respectto the legality, validity, effectiveness, adequacy or enforceability of theFacilities Agreement (and, if relevant, the Incremental Facility CommitmentAgreement(s) identified in the Schedule to this Deed of Transfer andAccession), the Intercreditor Deed, any other Finance Document or otherdocument relating to it and assumes no responsibility for the financialcondition of any Obligor or for the performance and observance by any Obligorof any of its obligations under the Facilities Agreement (and, if relevant, theIncremental Facility Commitment Agreement(s) identified in the Schedule tothis Deed of Transfer and Accession), the Intercreditor Deed, any other FinanceDocument or any other document relating to it and any and all such conditionsand warranties, whether express or implied by Law or otherwise, are excluded.

 

**7.**                                      TheLender gives notice that nothing in this Deed of Transfer and Accession, in theFacilities Agreement (and, if relevant, the Incremental Facility CommitmentAgreement(s) identified in the Schedule to this Deed of Transfer andAccession), the Intercreditor Deed or any other Finance Document (or otherdocument relating to it) shall oblige the Lender (a) to accept a re-transferfrom the Transferee of the whole or any part of its rights, benefits and/orobligations under the Facilities Agreement (and, if relevant, the IncrementalFacility Commitment Agreement(s) identified in the Schedule to thisAgreement) or the Intercreditor Deed transferred pursuant to this Deed ofTransfer and Accession or (b) to support any losses directly or indirectlysustained or incurred by the Transferee for any reason whatsoever (includingthe failure by any Obligor or any other party to the Facilities Agreement (and,if relevant, the Incremental Facility Commitment Agreement(s) identified in theSchedule to this Deed of Transfer and Accession), the Intercreditor Deedor any other Finance Document (or other document relating to it) to perform itsobligations under any such document) and the Transferee acknowledges theabsence of any such obligation as is referred to in (a) and (b) above.

 

**8.****                                     **This Deedof Transfer and Accession may be executed in any number of counterparts and bythe different parties on separate counterparts, each of which when executedshall be an original, but all counterparts shall together constitute one andthe same instrument.

 

199

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**9.**                                      ThisDeed of Transfer and Accession and the rights, benefits and obligations of theparties under this Deed of Transfer and Accession shall be governed by andconstrued in accordance with English Law.

 

**10.**                               [*Name of Transferee*] of [*address of transferee*] hereby agrees witheach person who is or who becomes a party to the Intercreditor Deed inaccordance with the terms thereof that with effect on and from the date hereofit will be bound by the Intercreditor Deed as a Senior Lender as if it had beenparty to the Intercreditor Deed in such capacity.

 

**IN WITNESS** whereof, this Deedhas been executed as a deed by the parties hereto, and is delivered on the datewritten above.

 

200

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**TheSchedule**

 
| **1.**     | **Lender:**                                                   | ** **                                                          |
|------------|---------------------------------------------------------------|---------------------------------------------------------------------|
| ** ** | ** **                                                    | ** **                                                          |
| **2.**     | **Transferee:**                                               | ** **                                                          |
| ** ** | ** **                                                    | ** **                                                          |
| **3.**     | **Transfer Date:**                                            | ** **                                                          |
| ** ** | ** **                                                    | ** **                                                          |
| **4.**     | **Lender’s Participation in Term Facilities**            | **Portion Transferred**                                             |
| ** ** | ** **                                                    | ** **                                                          |
| **(a)**    | Lender’s Available A Facility Commitment*                | **(a)**                                                             |
| ** ** |                                                          | ** **                                                          |
| **(b)**    | Lender’s Available Additional C1 Facility Commitment*    | **(b)**                                                             |
| ** ** |                                                          | ** **                                                          |
| **(c)**    | Lender’s Available Additional C2 Facility Commitment*    | **(c)**                                                             |
| ** ** |                                                          | ** **                                                          |
| **(d)**    | Lender’s Available Incremental Term Facility Commitment* | **(d)**                                                             |
| ** ** |                                                          | ** **                                                          |
| **5.**     | **Lender’s Participation in Term Facility Outstandings** | **Interest Period**                                                 | **Portion Transferred** |
| ** ** | ** **                                                    | ** **                                                          | ** ** |
| **(a)**    | A Facility Advances                                           | **(a)**                                                             | **(a)** |
| ** ** |                                                          | ** **                                                          | ** ** |
| **(b)**    | C1 Facility Advances                                          | **(b)**                                                             | **(b)** |
| ** ** |                                                          | ** **                                                          | ** ** |
| **(c)**    | C2 Facility Advances                                          | **(c)**                                                             | **(c)** |
| ** ** |                                                          | ** **                                                          | ** ** |
| **(d)**    | Incremental Term Facility Advances                            | **(d)**                                                             | **(d)** |
| ** ** |                                                          | ** **                                                          | ** ** |
| **6.**     | **[(a)]**                                                     | **Lender’s Revolving Facility Commitment**                     | **Portion Transferred** |
| ** ** | ** **                                                    | ** **                                                          | ** ** |
| ** ** | **[(b)**                                                      | **Lender’s Swingline Facility Commitment**                     | **Portion Transferred 100per cent.]** |
| ** ** | ** **                                                    | ** **                                                          | ** ** |
| **7.**     | **[(a)]**                                                     | **Lender’s Participation in  Revolving Facility Outstandings** | **Term** | **Portion Transferred** |
| ** ** | ** **                                                    | ** **                                                          | ** ** | ** ** |
| ** ** | **[(b)**                                                      | **Lender’s Participation in  Swingline Facility Outstandings** | ** ** | **Portion Transferred** |
|            |                                                               |                                                                     |  |  |  |  |  |  |  |

 

----

(*)                                 Details of the Lender’s Available Commitment should not be completedafter the applicable Termination Date.

 

 

201

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| **[8.** | **Documentary Credits Issued** | **Term and Expiry  Date** | **Portion Transferred]** |
|---------|--------------------------------|---------------------------|--------------------------|

 

 
| **[*****Lender*****]** | **[*****Transferee*****]** |
|------------------------|----------------------------|
|                   |                       |
|                   |                       |
| By:                    | By:                        |
|                   |                       |
|                   |                       |
| Date:                  | Date:                      |

 

 

**Administrative Details of Transferee and its FacilityOffice**

 

Facility Office Address:

 

Contact Name:

 

Account for Payments:

 

Fax:

 

**[**Telex:**]**

 

Telephone:

 

202

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##### **SCHEDULE 3**

#####  

###### **PART I - CONDITIONS PRECEDENT TO FIRSTUTILISATION**

######  

**1.****                                     ****Corporate Documents**

 

In relation to each Original Obligor:

 

**(a)**                                  a copyof its up to date constitutional documents and, if applicable, a good standingcertificate;

 

**(b)**                                  a copyof a board resolution of such Original Obligor approving the execution,delivery and performance of the Finance Documents to which it is party and theterms and conditions of it and authorising a named person or persons to signthe Finance Documents to which it is party and any documents to be delivered bysuch Original Obligor pursuant to it;

 

**(c)**                                  a copyof a shareholders’ resolution of all the shareholders of such Original Obligorapproving the execution, delivery and performance of the Finance Documents towhich it is party and the terms and conditions to it, and in relation to theBelgian Guarantor, evidence of due filing of an extract of each shareholders’resolution with the clerk of the relevant commercial court; and

 

**(d)**                                  a dulycompleted certificate of a duly authorised officer of such Original Obligor inthe form attached in Part II of Schedule 3 (*Form ofCertificate of Obligor*).

 

**2.****                                     ****Authorisations and Clearances**

 

A copy of each Necessary Authorisation as is, in the opinion of counselto the Lenders, necessary to render the Finance Documents to which eachOriginal Obligor is party legal, valid, binding and enforceable, to make theFinance Documents to which each Original Obligor is party admissible inevidence in such Original Obligor’s jurisdiction of incorporation and inEngland and to enable such Original Obligor to perform its obligationsthereunder.

 

**3.****                                     ****Financial Statements**

 

Copies of:

 

**(a)**                                  theOriginal Financial Statements;

 

**(b)**                                  theAgreed Business Plan; and

 

**(c)**                                  theProjections for the current financial year.

 

**4.****                                     ****Fees**

 

Copies of the Fee Letters (each duly executed) and evidence that allfees and expenses (including legal fees) payable under this Agreement or inconnection with this Agreement as 

 

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at the Initial Borrowing Date have been paid or, as the case may be,will be paid by or on the Initial Borrowing Date.

 

**5.****                                     ****Finance Documents**

 

Original duly executed copies of:

 

**(a)**                                  thisAgreement;

 

**(b)**                                  theSecurity Documents listed in Part III of Schedule 3 (*Security Documents*) (other than themortgages referred to in paragraph 3 of Section A of Part III of Schedule 3(*Mortgage over Real Property located inU.S.A.*)), together with all documents required to be deliveredpursuant thereto;

 

**(c)**                                  theIntercreditor Deed;

 

**(d)**                                  theHedging Letter; and

 

**(e)**                                  theagreed form syndication letter between the Arrangers, the Parent and theBorrower.

 

**6.****                                     ****Process Agent**

 

Written confirmation from the process agent referred to in Clause 49.3 (*Service of Process)* that it accepts its appointment asprocess agent.

 

**7.****                                     ****Existing Liens and Indebtedness**

 

Evidence satisfactory to the Agent that:

 

**(a)**                                  allExisting Liens and Existing Indebtedness not permitted by the Finance Documentsto subsist beyond the Initial Borrowing Date have been, or will promptly on themaking of the first Advance under this Agreement be, discharged or repaid; and

 

**(b)**                                  allintra-group loans made or subsisting between Obligors or made to any Obligor byanother member of the Group have been subordinated to the Agent’s satisfaction.

 

**8.****                                     ****Legal Opinions**

 

An opinion of:

 

**(a)**                                  White& Case, legal advisers to the Agent and the Arrangers on matters of Englishlaw;

 

**(b)**                                  Pillsbury Winthrop, legal advisers tothe Original Obligors on matters of Delaware law and New York law;

 

**(c)****                                 **GeneralCounsel, Thomas F. Cullen, to the Borrower on matters of Delaware law;

 

**(d)****                                 **Nauta Dutilh, legal advisers tothe Agent and the Arrangers on matters of the law of The Netherlands;

 

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**(e)**                                  Allen& Overy, legal advisers to the Original Obligors on matters of the law ofThe Netherlands;

 

**(f)****                                   **White& Case, legal advisers to the Agent and the Arrangers on matters of the lawof the Kingdom of Belgium;

 

**(g)****                                **Allen& Overy, legal advisers to the Original Obligors on matters of the law ofLuxembourg; and

 

**(h)****                                **AllensArthur Robinson, legal advisers to the Agent and the Arrangers on matters ofthe laws of the State of New South Wales, Australia and the Commonwealth ofAustralia,

 

in each case addressed to the Finance Parties.

 

**9.****                                     ****Rating**

 

Evidence satisfactory to the Agent that the Group has a long term ratingof at least B+ by S&P and Ba3 by Moody’s.

 

**10.****                              ****Employee Benefit Plans**

 

Copies of:

 

**(a)**                                  allPlans;

 

**(b)**                                  foreach Plan that is required to file an annual report on Internal Revenue ServiceForm 5500-series, the most recent such report (including, to the extentrequired, the related financial and actuarial statements and opinions and othersupporting statements, certifications, schedules and information);

 

**(c)**                                  foreach Plan that is a “single-employer plan” as defined in section 4001(a)(15)of ERISA, the most recently prepared actuarial valuation therefor;

 

**(d)**                                  anyother “employee benefit plans” as defined in section 3(3) of ERISA; and

 

**(e)**                                  anyother material agreements, plans or arrangements, with or for the benefit ofcurrent or former employees of any member of the Group or any ERISA Affiliate(provided that the foregoing shall apply in the case of any multi-employerplan, as defined in section 4001(a)(3) of ERISA, only to the extent thatany document described in it is in the possession of a member of the Group orany ERISA Affiliate or reasonably available to it from the sponsor or trusteeof any such plan).

 

**11.****                              ****Indebtedness to be Refinanced**

 

Evidencesatisfactory to the Agent acting reasonably that as at the Initial BorrowingDate:

 

**(a)****                                 **theGroup shall have no outstanding Preferred Stock or Indebtedness other than:

 

**(i)****                                   **ParentPreference Shares A outstanding on 30 September 2003;

 

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**(ii)****                               **anyoutstanding Parent Preference Shares B issued after 30 September 2003 inaccordance with the terms governing such Parent Preference Shares B as ineffect on 30 September 2003;

 

**(iii)****                           **ParentPreference Shares C outstanding on 30 September 2003;

 

**(iv)**                               Indebtednesspursuant to or in respect of any of the Finance Documents;

 

**(v)**                                   Indebtednessof the Borrower and the Guarantors pursuant to the Senior Subordinated Notes orsubordinated guarantees thereof in an aggregate not exceeding $350,000,000;

 

**(vi)****                              **SeniorSubordinated Convertible Bonds in an aggregate principal amount of€114,819,000;

 

**(vii)**                           approximately€85,000,000 of other existing Indebtedness (all of such Indebtedness asspecifically listed as Third Party Existing Indebtedness in Section A (*Third Party Existing Indebtedness*) of PartII of Schedule 10 (*ExistingIndebtedness*); and

 

**(viii)**                       intercompanyIndebtedness between one or more of the Obligors (all of such Indebtedness asspecifically listed as Intercompany Existing Indebtedness in Section B (*Intercompany Existing Indebtedness*) ofPart II of Schedule 10 (*ExistingIndebtedness*);

 

**(b)****                                 ****(i)****                                   **thetotal commitments in respect of the Indebtedness to be Refinanced shall havebeen terminated, and all loans with respect thereto shall have been repaid in full,together with interest thereon, all letters of credit issued thereunder shallhave been terminated (or, in the case of letters of credit issued pursuant to,or existing under, the Existing Credit Agreement and outstanding on the InitialBorrowing Date, assumed as Existing Documentary Credits) and all other amountsowing pursuant to the Indebtedness to be Refinanced shall have been repaid infull and all documents in respect of the Indebtedness to be Refinanced and allguarantees with respect thereto shall have been terminated (except as toindemnification provisions contained therein which by their express terms areintended to survive such termination and as are reasonably satisfactory to theAgent and the Instructing Group) and to be of no further force and effect; and

 

**(ii)****                               **thecreditors in respect of the Indebtedness to be Refinanced shall have terminatedand released all security interests and Liens on the assets owned by the Parentand its Subsidiaries; and

 

**(c)****                                 **theaggregate amount needed to effect the refinancing of the Indebtedness to beRefinanced, and to pay fees and expenses in connection with the Transaction,shall not exceed the aggregate amount of the A Facility, the B Facilities, theRevolving Facility and the Senior Subordinated Convertible Bonds.

 

**12.****                              ****Document of title to share capital of CEAL**

 

Evidence satisfactory to the Agent that Buhrmann International B.V. isthe legal and beneficial owner of at least 52 per cent. of the issued sharecapital of CEAL.

 

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###### **PART II - FORM OF CERTIFICATE OF OBLIGOR**

 

To:                              Deutsche Bank AGLondon (as Agent)

 

We refer to the €730,000,000 senior facilities agreement (the “**Facilities Agreement**”) dated 23 December 2003and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, theparties named therein as Original Guarantors, Deutsche Bank AG London and ABNAMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AGLondon as Security Trustee and the financial and other institutions named in itas Lenders.  Terms defined in theFacilities Agreement shall have the same meanings in this Agreement.

 

I, **[***name***]**, a Director of **[***name of Obligor***]** of **[***address***]** (the “**Company**”)

 

**CERTIFY** that:

 

**(a)**                                  attachedto this Certificate marked “**A**” aretrue, complete and up-to-date copies of all documents which contain orestablish or relate to the constitution of the Company **[**andif the company is incorporated in a jurisdiction with a concept of goodstanding, a good standing certificate in respect of it**]**;

 

**(b)**                                  attachedto this Certificate marked “**B**” isa true, and complete copy of **[**resolutionsduly passed**]** at **[**ameeting of the Board of Directors and/or Shareholders**]**of the Company duly convened and held on **[**        **]** approving the Finance Documents to which the Company is aparty and authorising their execution, signature, delivery and performance andsuch resolutions have not been amended, modified or revoked and are in fullforce and effect;

 

**(c)**                                  **[**attached to this Certificateand marked “**C**” is a true, andcomplete copy of all the Necessary Authorisations referred to in **[**paragraph 2 (*Authorisations and Clearances*) of Part I of Schedule 3(*Conditions Precedent to First Utilisation*)/paragraph3 of Part II of Schedule 7 (*Accession Documents*)**]**;

 

**(d)**                                  **[**attached to this Certificatemarked “**D**” is a true, and completecopy of the acceptance by the agent in England of its appointment as agent ofthe Company for the purpose of accepting service of process.  I confirm that such agent’s appointmentremains in force as at the Effective Date;**]**

 

**(e)**                                  **[**attached to this Certificatemarked “**E**” are true, complete andup-to-date copies of the Plans;**]**

 

**(f)**                                    theentry into and performance of the Finance Documents by the Company will notbreach any borrowing or other indebtedness limit to which the Company issubject; **[**and**]**

 

**(g)**                                 **[**the execution, delivery andperformance of the Accession Notice and the performance by the Company of itsobligations under the Finance Documents and any other agreement or documentexecuted pursuant thereto does not breach any agreement binding on the Companyand all Necessary Authorisations in connection therewith have been obtained andare current.**]**

 

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The following signatures are the true signatures of the persons who havebeen authorised to sign the relevant Finance Documents on behalf of the Companyand to give notices and communications, (including Utilisation Requests), underor in connection with the Finance Documents on behalf of the Company.

 
| **Name**                                                                                                                                                                     | ** **                                                                                                                                                                   | **Position**                                                                                                                                                                 | ** ** | **Signature**                                                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                         |                                                                                                                                                                         |                                                                                                                                                                         |       |                                                                                                                                                                         |
| **[**                           **]** |                                                                                                                                                                         | **[**                           **]** |       | **[**                           **]** |
|                                                                                                                                                                         |                                                                                                                                                                         |                                                                                                                                                                         |       |                                                                                                                                                                         |
|                                                                                                                                                                         |                                                                                                                                                                         |                                                                                                                                                                         |       |                                                                                                                                                                         |
| Signed:                                                                                                                                                                      |                                                                                                                                                                         |                                                                                                                                                                         |       |                                                                                                                                                                         |
|                                                                                                                                                                         | Director                                                                                                                                                                     |                                                                                                                                                                         |       |                                                                                                                                                                         |   |
|                                                                                                                                                                         |                                                                                                                                                                         |                                                                                                                                                                         |       |                                                                                                                                                                         |   |
| Date:                                                                                                                                                                        | **[**                           **]** |                                                                                                                                                                         |       |                                                                                                                                                                         |   |
|                                                                                                                                                                              |                                                                                                                                                                              |                                                                                                                                                                              |            |                                                                                                                                                                              |  |  |

 

 

I, **[***name***]**, a **[**Director/Secretary**]** of **[***name of Obligor***]** (the “**Company**”), certify that the persons whosenames and signatures are set out above are duly appointed directors of theCompany and that the signatures of each of them above are their respectivesignatures.

 
| Signed: |                                                                                                                                                                         |   |   |   |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|    | **[**Director/Secretary**]**                                                                                                                                                 |   |   |   |   |
|    |                                                                                                                                                                         |   |   |   |   |
| Date:   | **[**                           **]** |   |   |   |   |
|         |                                                                                                                                                                              |        |        |        |  |  |

 

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###### **PART III - SECURITY DOCUMENTS**

######  

**SECTION A - United States of America**

 

**1.**                                      Security Agreement

 

Security Agreement betweenASAP Software Express, Inc., BT OP USA, Corp., BT OPI Holding (US), Buhrmann USInc., Buhrmann Swaps Inc., Corporate Express Document & Print Management,Inc, Corporate Express Office Products, Inc., CE Philadelphia Real Estate,Inc., Corporate Express Promotional Marketing, Inc., Corporate Express RealEstate, Inc., Corporate Express of Texas, Inc., Corporate Express, Inc.,License Technologies Group, Inc. and Deutsche Bank AG London.

 

**2.**                                      Pledge over Shares

 

Pledge Agreement over ASAPSoftware Express, Inc., BT OP USA, Corp., BT OPI Holding (US), Buhrman US Inc.,Buhrmann Swaps Inc., Corporate Express Document & Print Management, Inc.,Corporate Express Office Products, Inc., CE Philadelphia Real Estate, Inc.,Corporate Express Promotional Marketing, Inc., Corporate Express Real Estate, Inc.,Corporate Express of Texas, Inc., Corporate Express, Inc., License TechnologiesGroup, Inc., Buhrmann Silver US LLC between ASAP Software Express, Inc., CEPhiladelphia Real Estate, Inc., Corporate Express Document & PrintManagement, Inc., Buhrmann Swaps Inc., Corporate Express Promotional Marketing,Inc., License Technologies Group, Inc., Corporate Express Real Estate, Inc., BTOP USA Corp, BTOPI Holding (US), Buhrmann International BV, Buhrmann US Inc.,Corporate Express Inc., Corporate Express Office Products Inc. and CorporateExpress of Texas Inc. and Deutsche Bank AG London.

 

**3.**                                      Mortgage over Real Property Located in U.S.A.

 

(a)                                  Mortgage by andbetween Corporate Express Real Estate and Deutsche Bank AG London for theproperty located at 1 Environmental Way, Broomfield, CO.

 

(b)                                 Mortgage by andbetween Corporate Express Document and Print Management, Inc. and Deutsche BankAG London for the property located at 10700 E. 45th Ave, Denver CO.

 

(c)                                  Mortgage by andbetween Corporate Express Office Products, Inc. and Deutsche Bank AG London forthe property located at 13800 E. 39th Ave, Aurora, CO.

 

(d)                                 Mortgage by andbetween Corporate Express Document and Print Management Inc. and Deutsche BankAG London for the properties located (i) at 9503 “F” Street, Omaha NE and (ii)at 4205 S. 96th Street, Omaha, NE.

 

(e)                                  Mortgage by andbetween Corporate Express Document and Print Management, Inc. and Deutsche BankAG London for the properties located (i) at 3403 Dan Morton Drive, Dallas, TXand (ii) at 601 IH45 South, Hutchins, Dallas County, TX.

 

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(f)                                    Mortgage by andbetween Corporate Express Office Products, Inc. and Deutsche Bank AG London forthe property located at 2655 W. Georgia Ave, Phoenix, AZ.

 

(g)                                 Mortgage by andbetween Corporate Express Office Products, Inc. and Deutsche Bank AG London forthe property located at 1233 West County Rd E., Arden Hills, MN.

 

(h)                                 Mortgage by andbetween BT Office Products International, Inc. and Deutsche Bank AG London forthe property located at I-79 North Industrial Park., Glenfield, PA (also knownas 208 Overlook Drive, Glenfield, PA).

 

(i)                                     Mortgage by andbetween Corporate Express Office Products, Inc. and Deutsche Bank AG London forthe property located at 4953 South 48th West Avenue, Tulsa, OK.

 

**SECTION B - THE NETHERLANDS**

 

**1.**                                      Pledge of Receivables

 

(a)                                  Pledge of Receivablesbetween Buhrmann Financieringen B.V. and Deutsche Bank AG London

 

(b)                                 Pledge of Receivablesbetween Buhrmann Fined B.V. and Deutsche Bank AG London

 

(c)                                  Pledge of Receivablesbetween Buhrmann N.V. and Deutsche Bank AG London

 

(d)                                 Pledge of Receivablesbetween Buhrmann International B.V. and Deutsche Bank AG London

 

(e)                                  Pledge of Receivablesbetween Buhrmann Nederland B.V. and Deutsche Bank AG London

 

(f)                                    Pledge of Receivablesbetween Buhrmann Nederland Holding B.V. and Deutsche Bank AG London

 

(g)                                 Pledge of Receivablesbetween Tetterode-Nederland B.V. and Deutsche Bank AG London

 

(h)                                 Pledge of Receivablesbetween Veenman B.V. (formerly known as Corporate Express DocumentAutomatisering B.V.) and Deutsche Bank AG London

 

**2.**                                      Pledge of Moveable Assets

 

(a)                                  Pledge of MoveableAssets between Buhrmann N.V. and Deutsche Bank AG London

 

(b)                                 Pledge of MoveableAssets between Buhrmann Office Products Nederland B.V. and Deutsche Bank AGLondon

 

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(c)                                  Pledge of MoveableAssets between Tetterode-Nederland B.V. and Deutsche Bank AG London

 

(d)                                 Pledge of MoveableAssets between Veenman B.V. (formerly known as Corporate Express DocumentAutomatisering B.V.) and Deutsche Bank AG London

 

**3.**                                      Pledge over Shares

 

(a)                                  Pledge over shares ofBuhrmann II B.V. between the Parent and Deutsche Bank AG London

 

(b)                                 Pledge over shares ofBuhrmann II B.V. between Buhrmann International B.V. and Deutsche Bank AGLondon

 

(c)                                  Pledge over shares ofBuhrmann International B.V. between theParent and Deutsche Bank AG London

 

(d)                                 Pledge over shares ofBuhrmann Nederland B.V. between BuhrmannII B.V. and Deutsche Bank AG London

 

(e)                                  Pledge over shares ofBuhrmann Nederland Holding B.V. between BuhrmannNederland B.V. and Deutsche Bank AG London

 

(f)                                    Pledge over shares ofBuhrmann Financieringen B.V. between theParent and Deutsche Bank AG London

 

(g)                                 Pledge over shares ofBuhrmann Fined B.V. between Buhrmann IIB.V. and Deutsche Bank AG London

 

(h)                                 Pledge over shares ofTetterode-Nederland B.V. between BuhrmannNederland Holding B.V. and Deutsche Bank AG London

 

(i)                                     Pledge over shares ofVeenman B.V. (formerly known as Corporate Express Document Automatisering B.V.)between Buhrmann Nederland Holding B.V.and Deutsche Bank AG London

 

(j)                                     Pledge over shares ofBuhrmann Office Products Nederland B.V. between Buhrmann Nederland Holding B.V. and Deutsche Bank AG London

 

**SECTION C - BELGIUM**

 

**1.**                                      Pledge of Receivables

 

Pledge of Receivables between BuhrmannEuropcenter N.V. and Deutsche Bank AG London

 

**2.**                                      Pledge of Shares

 

Pledge over shares of Buhrmann EuropcenterN.V. between Buhrmann LuxembourgS.A.R.L. and Deutsche Bank AG London

 

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**SECTION D - LUXEMBOURG**

 

**1.**                                      Pledge over Shares

 

Pledge over shares of Buhrmann Silver SAbetween Buhrmann Luxembourg S.A.R.L. andDeutsche Bank AG London

 

**SECTION E - AUSTRALIA**

 

**1.**                                      Share Mortgage

 

Share Mortgage of Corporate Express AustraliaLimited between Buhrmann International BV and Deutsche Bank AG London

 

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###### **PART IV - CONDITIONS SUBSEQUENT DOCUMENTS**

######  

**SECTION A - Conditions Subsequent to besatisfied by 31 January 2004**

 

**1.**                                      Real Property in the U.S.

 

**(a)**                                  fullyexecuted counterparts of the Security Documents creating or purporting tocreate a good and insurable lien over such of the Real Property located in theU.S. owned by the Borrower or any of its Subsidiaries (each as specified in therelevant Security Document (as set out in paragraph 3 of Section A of PartIII of Schedule 3 (*Mortgage over RealProperty in U.S.A.*), each a “**MortgagedProperty**”), together with evidence that counterparts of suchMortgages, together with such certificates, affidavits, questionnaires orreturns as shall be required in connection with the recording or filingthereof, have been delivered to the title insurance company insuring the Lienof such Security Document for recording in all places to the extent necessaryor, in the reasonable opinion of the Security Trustee desirable, to effectivelycreate a valid and enforceable first priority mortgage lien, subject only toPermitted Encumbrances (as defined in each relevant Security Document), on suchMortgaged Property described therein in favour of the Security Trustee (or suchother trustee as may be required or desired under local law) for the benefit ofthe Finance Parties;

 

**(b)****                                 **withrespect to the Mortgaged Properties, such consents, approvals, amendments,supplements, estoppels, tenant subordination agreements or other instruments asshall be reasonably deemed necessary by the Security Trustee in order for theowner or holder of the fee or leasehold interest constituting the MortgagedProperties to grant the Lien contemplated by the Mortgage with respect to theMortgaged Properties;

 

**(c)**                                  mortgagetitle insurance policy (the “**MortgagePolicies**”) insuring the relevant Security Document on each MortgagedProperty issued by a title insurer reasonably satisfactory to the SecurityTrustee and in amounts satisfactory to the Security Trustee and insuring theSecurity Trustee that the relevant Security Document on the MortgagedProperties referred to in paragraphs 3(a), (b), (c), (d)(i) and (g) of Section Aof Part III of Schedule 3 (*SecurityDocuments*) (each a “**TitleInsurance Property**”) is a valid and enforceable mortgage lien onsuch Title Insurance Property and the fixtures described therein, free andclear of all defects and encumbrances except Permitted Encumbrances, and suchMortgage Policies shall otherwise be in form and substance reasonablysatisfactory to the Security Trustee and shall include, to the extent availablein the applicable jurisdiction, supplemental endorsements (including, without limitation,endorsements relating to future advances under this Agreement, usury, firstloss, last dollar, zoning, contiguity, revolving credit, doing business, publicroad access, survey (for the Real Property located at Broomfield, CO only),variable rate, environmental lien and so-called comprehensive coverage overcovenants and restrictions and for any other matters that the Security Trusteein its discretion may reasonably request) and shall not include the “standard”title exceptions, a survey exception (for the Real Property located atBroomfield, CO only) or an exception for mechanics’ liens, and shall providefor affirmative insurance as the Security Trustee in its discretion mayreasonably request but may include a survey exception (other than for Broomfield,CO).  In addition, for MortgagedProperties other than Title Insurance Properties, the Borrower shall providetitle reports showing status of title reasonably satisfactory to the SecurityTrustee;

 

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**(d)**                                  withrespect to each Mortgaged Property for which a Mortgaged Policy is to beobtained, such affidavits, certificates, information (including financial data)and instruments of indemnification (including, without limitation, a so-called “gap”indemnification) as shall be required to induce the title company to issue theMortgage Policy referred to in paragraph (c) above;

 

**(e)**                                  evidencereasonably acceptable to the Security Trustee of payment by the Borrower of allMortgage Policy premiums, search and examination charges, and related charges,mortgage recording taxes, fees, charges, costs and expenses required for therecording of the Mortgages and issuance of the Mortgage Policies;

 

**(f)**                                    floodcertificates covering each Mortgaged Property in form and substance acceptableto the Security Trustee, and certifying whether or not a Mortgaged Property islocated in a flood hazard area, as determined by reference to the applicableFEMA map; and

 

**(g)**                                 opinionsof local counsel to the Agent and the Arrangers reasonably satisfactory to theAgent practicing in those jurisdictions in which Real Properties located in theU.S. are subject or intended to be subject to a Security Document, suchopinions (i) shall cover the perfection of the security interests and/or liensgranted pursuant to the relevant Security Documents and such other mattersincident to the transactions contemplated herein as the Agent may reasonablyrequest and (ii) shall be in form and substance reasonably satisfactory to theAgent, in each case addressed to the Finance Parties.

 

**2.**                                      Stamp Duty

 

Evidence satisfactory to the Agent that all stamp duty and otherrelevant taxes payable under or in connection with any of the Finance Documentshave been or as the case may be, will be paid within the time period prescribedby applicable law and without incurring any penalties.

 

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**SECTION B - Conditions Subsequent to besatisfied within 3 months of the Initial Borrowing Date**

 

**1.****                                     ****Landlord Lender Agreements**

 

The Borrower shall usereasonable efforts to cause the Security Trustee to receive fully executedlandlord waivers and/or bailee agreements in respect of the followingLeaseholds of the relevant Obligor, each of which Landlord-Lender Agreementsshall be in form and substance reasonably satisfactory to the Security Trustee:

 

**(a)**                                  **Manufacturing sites over 75,000 sq. ft.**

 

14601 W. 99thStreet, Lenexa, KS (100,940)

 

6504 E. 44thStreet, Tulsa, OK (102,214)

 

**(b)**                                  **Other sites over 100,000 sq. ft.**

 

8750 Autobahn Drive, Bldg. 6,Dallas, TX (104,055)

 

16501 Trojan Way, La Mirada, CA(316,651)

 

6601 Overlake Place, Newark,CA (160,000)

 

18000 State Road 9, Miami, FL(263,000)

 

1301 Internationale Parkway,Woodridge, IL (211,949)

 

655 Andover Street, Lawrence,MA (170,930)

 

7021 Dorsey Road, Hanover, MD(200,200)

 

1834 Walton Road, Vinita Park,MO (129,506)

 

1133 Poplar Creek Road,Henderson, NC (170,000)

 

600 Jefferson Avenue, Secaucus,NJ (338,661)

 

5443 Duff Drive, Cincinnati,OH (166,400)

 

4575 Pleasant Hill Road, Suite104, Memphis, TN (126,564)

 

2230 Avenue J, Arlington, TX(134,016)

 

6400 Hollister Road, Houston,TX (220,000)

 

4320 North 124thStreet, Wauwatosa, WI (113,700)

 

1400 North Price Road,Olivette, MO (150,000)

 

3900 South American Way, IdahoFalls ID (90,310)

 

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**(c)**                                  **Others**

 

9319 Peach Palm Ave., Tampa,FL

 

306 Airline Dr., Coppell, TX

 

**2.**                                      **Control Agreement**

 

A control agreement executedby the bank at which the main operating account of the Group Business in theUnited States of America is held, substantially in the form set out in thesecurity agreement referred to in paragraph 1 of Section A of Part III of Schedule 3(*Security Documents*).

 

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##### **SCHEDULE 4**

#####  

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

######  

From:                  BuhrmannUS Inc.

 

To:                              Deutsche Bank AG London

 

Date:

 

Dear Sirs

 

We refer to the €730,000,000 senior facilities agreement (the “**Facilities Agreement**”) dated 23 December 2003 and made between Buhrmann N.V. asParent, Buhrmann US Inc. as Borrower, the parties named therein as OriginalGuarantors, Deutsche Bank AG London and ABN AMRO Bank N.V. as Arrangers,Deutsche Bank AG London as Agent, Deutsche Bank AG London as Security Trusteeand the financial and other institutions named in it as Lenders. Terms definedin the Facilities Agreement shall have the same meaning in this request.

 

We give you this irrevocable notice that, pursuant to the FacilitiesAgreement, we wish **[**the Lenders/*name of L/C Bank***]** to **[**make an Advance/issue a Documentary Credit**]** on the following terms:

 

**(a)**                                  Facilityto be used: **[**A/Additional C1/AdditionalC2/Revolving/Incremental Term Facility**]**

 

**(b)**                                  EuroAmount: **[**in relation to the AFacility**]** €[=]**/[**in relation to the Additional C1 Facility**]** €[=]/**[**in relation to the Additional C2 Facility**]** €50,000,000/**[**in relation to the Revolving Facility**][**Euro Amount: €**[**        **] [**in relation tothe Incremental Term Facility**][**Euro Amount: €**[**  **]****]**

 

**(c)**                                  Currency:**[**        **]**

 

**(d)**                                  InterestPeriod/Term/Expiry Date: **[**        **]** month**[**s**]**

 

**(e)**                                  Proposeddate of **[**Advance/issue of Documentary Credit**]**: **[**        **]** (or if that day is not a Business Day, the next BusinessDay)

 

We confirm that, at the date of this Utilisation Request, **[**the Repeating Representations are true andno Event of Default is continuing or would result from the Rollover Advance towhich this Utilisation Request relates**]**/**[**the Repeating Representations are true and no Default iscontinuing or would result from the **[**Advance/issueof the Documentary Credit**]** to which thisUtilisation Request relates**]**.*

 

----

*                                         Usefirst option for Rollover Advances.

 

Use second optionfor other Advances/Documentary Credits.

 

 

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The proceeds of this drawdown should be credited to **[***insert account details***]**./**[**This Documentary Credit should be issued in favour of **[***insert name of Beneficiary***]** in the form attached to this Agreement and delivered tosuch Beneficiary at **[***insert address***]**.  The purpose for which the Documentary Creditis requested to be issued is **[***insert details***]]**.

 
| Yours faithfully     |
|----------------------|
|                 |
|                 |   |
|                 |
| for and on behalf of |
|                 |
| **Buhrmann US Inc.** |

 

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###### **PART II - FORM OF UTILISATION REQUEST(SWINGLINE FACILITY)**

######  

From:                  BuhrmannUS Inc.

 

To:                              Deutsche Bank AG London

 

Date:

 

Dear Sirs

 

We refer to the €730,000,000 senior facilities agreement (the “**Facilities Agreement**”) dated 23****December 2003and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, theparties named therein as Original Guarantors, Deutsche Bank AG London and ABNAMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AGLondon as Security Trustee and the financial and other institutions named in itas Lenders. Terms defined in the Facilities Agreement shall have the samemeaning in this request.

 

We give you this irrevocable notice that, pursuant to the FacilitiesAgreement, we wish a Swingline Facility Advance to be made to us on thefollowing terms:

 

**(a)**                                  Amount:€**[**        **]**/$**[**        **]**

 

**(b)**                                  Term: **[**        **]** month**[**s**]**

 

**(c)**                                  Proposeddate of Swingline Facility****Advance: **[**        **]** (or if that day is not a Business Day, the next BusinessDay)

 

We confirm that, at the date of this Utilisation Request, the RepeatingRepresentations are true and no Default is continuing or would result from the Swingline Facility Advance to whichthis Utilisation Request relates.

 

The proceeds of this drawdown should be credited to **[***insert account details***]**.

 

 
| Yours faithfully     |
|----------------------|
|                 |
|                 |   |
|                 |
| for and on behalf of |
|                 |
| **Buhrmann US Inc.** |

 

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###### **PART III - FORM OF INCREMENTAL TERM FACILITYCOMMITMENT AGREEMENT**

######  

From:                  **[**Lender(s)**]**

 

To:                              Buhrmann US Inc.                                                OneEnvironmental Way                                                Broomfield,Colorado 80021                                                UnitedStates of America

 

**[                     ]**

 

Dear Sirs

 

We refer to the senior facilities agreement (as from time to timeamended, varied, novated or supplemented, the “**Facilities Agreement**”) dated 23 December 2003 wherebycertain facilities in a maximum aggregate amount of €730,000,000** **were made available to Buhrmann US Inc. as Borrowerunder the guarantee of the Original Guarantors, by a group of banks and otherfinancial institutions on whose behalf Deutsche Bank AG London acted as Agentin connection therewith.  Unlessotherwise defined herein, capitalised terms used herein shall have therespective meanings set forth in the Facilities Agreement.

 

Each party (each an “**Incremental TermFacility Lender**”) party to this letter agreement (this “**Agreement**”) hereby severally agrees toprovide the Incremental Term Facility Commitment set forth opposite its name onAnnex I attached hereto (for each such Incremental Term Facility Lender, its “**Incremental Term Facility Commitment**”).  Each Incremental Term Facility Commitmentprovided pursuant to this Agreement shall be subject to all of the terms andconditions set forth in the Facilities Agreement, including, withoutlimitation, Clause 4 (*Utilisation*)and Clause 7 (*Uncommitted IncrementalFacilities*) thereof.

 

Each Incremental Term Facility Lender and the Agent acknowledge andagree that the Incremental Term Facility Commitments provided pursuant to thisAgreement shall constitute Incremental Term Facility Commitments of therespective Tranche specified in Annex I attached hereto and, upon theincurrence of Incremental Term Facility Advances pursuant to such IncrementalTerm Facility Commitments, shall constitute Incremental Term Facility Advancesunder such specified Tranche for all purposes of the Facilities Agreement andthe other applicable Finance Documents.

 

Each Incremental Term Facility Lender, the Borrower and the Agentfurther agrees that, with respect to the Incremental Term Facility Commitmentprovided by each Incremental Term Facility Lender pursuant to this Agreement, suchIncremental Term Facility Lender shall receive from the Borrower such upfrontfees, unutilised commitment fees and/or other fees, if any, as may beseparately agreed to in writing with the Borrower, all of which fees shall bedue and payable to such Incremental Term Facility  Lender on the terms and conditions set forthin each such separate agreement.

 

Furthermore, each of the parties to this Agreement hereby agree to theterms and conditions set forth on Annex I hereto in respect of each IncrementalTerm Facility Commitment provided pursuant to this Agreement.

 

220

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Each Incremental Term Facility Lender party to this Agreement, to theextent not already a party to the Facilities Agreement as a Lender thereunder(i) confirms that it has received a copy of the Facilities Agreement and theother Finance Documents, together with copies of the financial statementsreferred to therein and such other documents and information as it has deemedappropriate to make its own credit analysis and decision to enter into thisAgreement and to become a Lender under the Facilities Agreement, (ii) agreesthat it will, independently and without reliance upon the Agent or any otherLender and based on such documents and information as it shall deem appropriateat the time, continue to make its own credit decisions in taking or not takingaction under the Facilities Agreement and the other Finance Documents, (iii)appoints and authorises the Agent and the Security Trustee to take such actionas agent on its behalf and to exercise such powers under the FacilitiesAgreement and the other Finance Documents as are delegated to the Agent and theSecurity Trustee, as the case may be, by the terms thereof, together with suchpowers as are reasonably incidental thereto and (iv) agrees that it willperform in accordance with their terms all of the obligations which by theterms of the Facilities Agreement and the other Finance Documents are requiredto be performed by it as a Lender.

 

Upon the date of (i) the execution of a counterpart of this Agreement byeach Incremental Term Facility Lender, the Agent, the Borrower and eachObligor, (ii) the delivery to the Agent of a fully executed counterpart(including by way of facsimile) hereof, (iii) the payment of any fees then dueand payable in connection herewith and (iv) the satisfaction of any otherconditions precedent set forth in paragraph 10 of Annex I hereto (the “**Agreement Effective Date**”), eachIncremental Term Facility Lender party hereto (i) shall be obligated to makethe Incremental Term Facility Advances provided to be made by it as provided inthis Agreement on the terms, and subject to the conditions, set forth in theFacilities Agreement and in this Agreement and (ii) to the extent provided inthis Agreement, shall have the rights and obligations of a Lender thereunderand under the other applicable Finance Documents.

 

The Borrower acknowledges and agrees that (i) it shall be liable for allIncremental Term Facility Outstandings provided hereby including, withoutlimitation, all Incremental Term Facility Advances made pursuant thereto and(ii) all such Facilities Obligations shall be entitled to the benefits of therespective Security Documents and the Guarantee as, and to the extent, providedin the Facilities Agreement and in such other Finance Documents.

 

Each Obligor acknowledges and agrees that all Facilities Obligationswith respect to the Incremental Term Facility Commitments provided hereby andall Incremental Term Facility Advances made pursuant thereto shall (i) be fullyguaranteed pursuant to the Guarantee and (ii) be entitled to the benefits ofthe respective Security Documents to which it is a party as, and to the extent,provided therein and in the Facilities Agreement.

 

Attached hereto as Annex II are true and correct copies of officer’scertificates, board of director resolutions and good standing certificates ofthe Obligors required to be delivered pursuant to Clause 7.1 (b)(iii) (*Incremental Term Facility Commitment Agreement*)of the Facilities Agreement.

 

Attached hereto as Annex III [*is anopinion*] [*are opinions*]of [*insert name or names of counsel,including in-house counsel, who will be delivering opinions*],counsel to the Borrower, delivered pursuant to Clause 7.1 (b) (ii) of theFacilities Agreement. Attached hereto as Annex IV is the officer’s certificaterequired to be delivered pursuant to paragraph (b)(iv) of Clause 7.1 (*Incremental Term Facility Commitment Agreement*)of the 

 

221

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Facilities Agreement certifying that the conditions set forth inparagraphs (a)(i)(A), (B) and (C) of Clause 7.1 (*Incremental Term Facility Commitments*) of the FacilitiesAgreement have been satisfied.

 

**[**Attachedhereto as Annex V is the officer’s certificate required to be deliveredpursuant to paragraph (b)(iv) of Clause 7.1 (*IncrementalTerm Facility Commitment Agreement*) of the Facilities Agreementcertifying that the conditions set forth in paragraphs (a)(i)(B) and (C) ofClause 7.1 (*Incremental Term FacilityCommitments*) of the Facilities Agreement have been satisfied(together with calculations demonstrating same (where applicable) in reasonabledetail and copies of the certificates set forth in such paragraphs (B) and(C)).**]**(1)

 

You may accept this Agreement by signing the enclosed copies in thespace provided below, and returning one copy of same to us before the close ofbusiness on **[**                                 **]**. If you do not so accept this Agreement by such time, ourIncremental Term Facility Commitments set forth in this Agreement shall bedeemed cancelled.

 

After the execution and delivery to the Agent of a fully executed copyof this Agreement (including by way of counterparts and by facsimiletransmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrumentin accordance with the requirements for the modification of Finance Documentspursuant to Clause 45 (*Amendments*)of the Facilities Agreement.

 

In the event of any conflict between the terms of this Agreement andthose of the Facilities Agreement, the terms of the Facilities Agreement shallcontrol.

 

*****

 

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(1)                                  Insert this paragraph if any Incremental Term Facility Advances areto be incurred on the Agreement Effective Date. In addition, this condition needs to be satisfied for each IncrementalTerm Facility Advance Utilisation Date.

 

222

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This agreement shall be governed in accordancewith, English law.

 
| Yours faithfully,                                     |            |
|-------------------------------------------------------|-----------------|
|                                                  |            |
|                                                  |            |
| For and on behalf of                                  |            |
|                                                  |            |
| **[Incremental Term Facility Lender(s)]**             |            |
|                                                  |            |
|                                                  |            |
|                                                  |            |   |   |
|                                                  |            |
| **[**Name**]**                                        | **[**Name**]**  |
|                                                  |            |
| **[**Title**]**                                       | **[**Title**]** |
|                                                  |            |
|                                                  |            |
| We Accept and Agree the terms of the foregoing letter |            |
|                                                  |            |
| Yours faithfully                                      |            |
|                                                  |            |
|                                                  |            |
| For and on behalf of                                  |            |
|                                                  |            |
| **Buhrmann US Inc.**                                  | ** **      |
| **as Borrower**                                       |            |
|                                                  |            |
|                                                  |            |
|                                                  |            |   |   |
|                                                  |            |
| **[**Name**]**                                        | **[**Name**]**  |
|                                                  |            |
| **[**Title**]**                                       | **[**Title**]** |
|                                                  |            |
|                                                  |            |
| For and on behalf of                                  |            |
|                                                  |            |
| **Deutsche Bank AG London**                           | ** **      |
| **as Agent**                                          |            |
|                                                  |            |
|                                                  |            |
|                                                  |            |   |   |
|                                                  |            |
| **[**Name**]**                                        | **[**Name**]**  |
|                                                  |            |
| **[**Title**]**                                       | **[**Title**]** |

 

223

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Each Obligor acknowledges and agrees to each the foregoing provisions ofthis Incremental Term Facility Commitment Agreement and to the incurrence ofthe Incremental Term Facility Advances to be made pursuant thereto.

 
| Yours faithfully  for and on behalf of                                                                                                                                                                                                                                                                                                                                                           |            |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
| **Buhrmann N.V.****as Parent and Obligor**                                                                                                                                                                                                                                                                                                                                                       |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
| **[**Name**]**                                                                                                                                                                                                                                                                                                                                                                                   | **[**Name**]**  |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
| **[**Title**]**                                                                                                                                                                                                                                                                                                                                                                                  | **[**Title**]** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                       | ** **      |
| ** **                                                                                                                                                                                                                                                                                                                                                                                       | ** **      |
| **[                                                               ]** |            |
| **as Obligor**                                                                                                                                                                                                                                                                                                                                                                                   |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
| **[**Name**]**                                                                                                                                                                                                                                                                                                                                                                                   | **[**Name**]**  |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
| **[**Title**]**                                                                                                                                                                                                                                                                                                                                                                                  | **[**Title**]** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                       | ** **      |
| ** **                                                                                                                                                                                                                                                                                                                                                                                       | ** **      |
| **[                                                               ]** |            |
| **as Obligor**                                                                                                                                                                                                                                                                                                                                                                                   |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
| **[**Name**]**                                                                                                                                                                                                                                                                                                                                                                                   | **[**Name**]**  |
|                                                                                                                                                                                                                                                                                                                                                                                             |            |
| **[**Title**]**                                                                                                                                                                                                                                                                                                                                                                                  | **[**Title**]** |

 

224

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TERMS AND CONDITIONS FOR INCREMENTAL TERM FACILITY COMMITMENT AGREEMENT

 

Dated **[**                **]** 2**[**      **]**

 

1.                                       Name andjurisdiction of Borrower:(2)

 

2.                                       ApplicableCurrency for the respective Tranche of Incremental Term Facility Advances:(3)

 

3.                                       IncrementalTerm Facility Commitment Amounts (as of the Agreement Effective Date):

 
| **Names of Incremental Term  Facility  Lenders** | ** ** | **Amount of Incremental Term  Facility  Commitment stated in the Applicable Currency** |
|--------------------------------------------------|------------|----------------------------------------------------------------------------------------|
| ** **                                       | ** ** | ** **                                                                             |
| **[**                                            | **]**      | ** **                                                                             |   | **$** | [ | **]** |
| ** **                                       | ** ** | ** **                                                                             | ** ** | ** ** | ** ** |
| **Total:(4)**                                    |       |                                                                                   | $ | [ | **]** |

 

4.                                       Designationof Tranche of Incremental Term Facility Commitments (and Incremental TermFacility Advances to be funded thereunder)(5):

 

5.                                       Indicatewhether the Incremental Term Facility Commitments to be provided hereunder areto be single draw commitments or multiple draw commitments and the date ordates by which such commitments must be utilised by:(6)

 

6.                                       Incremental TermFacility Maturity Date:(7)

 

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(2)                                  Shallbe the Borrower.

 

(3)           Shallbe euros or dollars.

 

(4)           Theaggregate amount of each Tranche of Incremental Term Facility Commitments mustbe at least $50,000,000 (or the Euro Amount thereof).

 

(5)           Designatethe respective Tranche for such Incremental Term Facility Commitments orindicate that it is to be added to (and form part of) the C1 Facility/C2 Facility,provided in the case that the Incremental Term Facility Commitments to beprovided pursuant to this Agreement are to be added to (and form a part of) theC1 Facility/C2 Facility and the currency for such Incremental Term FacilityCommitments shall be the same as for the C1 Facility/C2 Facility.

 

(6)           Datecannot be later than Final Maturity Date of the C Facilities.

 

(7)           Insert Final Maturity Date for theIncremental Term Facility Advances to be incurred pursuant to the IncrementalTerm Facility Commitments provided hereunder, provided that (i) suchIncremental Term Facility Maturity Date shall be no earlier than the FinalMaturity Date of the C Facilities and (ii) in the event the Incremental TermFacility Commitments to be provided pursuant to this Agreement are to be addedto (and form a part of) the C1 Facility/C2 Facility, the Incremental TermFacility Final Maturity Date for the Incremental Term Facility Advances to beincurred pursuant to such Incremental Term

 

225

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7.                                       Datesfor, and amounts of, the Scheduled Repayments of the Incremental Term Facility:(8)

 

8.                                       Applicable Margins:(9)

 

9.                                       Theproceeds of the Incremental Term Facility Advances to be provided hereunder areto be used for:(10)

 

10.                                 Other ConditionsPrecedent:(11)

 

11.                                 Notices:(12)

 

12.                                 Payments:(13)

 

13.                                 Amount ofIncremental Term Facility Advance:(14)

 

14.                                 Minimumvoluntary prepayment amount under Clause 12 (*VoluntaryPrepayment*) of the Facilities Agreement:(15)

 

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Facility Commitments, shall bethe same Final Maturity Date as for the C1 Facility/C2 Facility, as the casemay be.

 

(8)           Setforth the dates for Scheduled Repayments of the Incremental Term Facility andthe principal amount (expressed as a numerical amount or as a percentage of theaggregate amount of Incremental Term Facility Advances to be incurred pursuantto the Incremental Term Facility Commitments provided hereunder), provided that(i) to the extent the Incremental Term Facility Commitments being providedhereunder constitute a new Tranche of Incremental Term Facility, the WeightedAverage Life to Maturity of such new Tranche shall be no less than the WeightedAverage Life to Maturity as then in effect for the C1 Facility/C2 Facility and(ii) in the event the Incremental Term Facility Commitments to be provided hereunder are to be added to (and form a partof) the C1 Facility/C2 Facility, (x) the Scheduled Repayments for suchIncremental Term Facility Advances shall be the same (on a proportionate basis)as is theretofore applicable to the C1 Facility/C2 Facility to which such newIncremental Term Facility Advances are being added and (y) such IncrementalTerm Facility Advances shall have the same Scheduled Repayment Dates.

 

(9)           Insertthe Applicable Margins that shall apply to the Incremental Term FacilityAdvances being provided hereunder, provided in the event the Incremental TermFacility Commitments to be provided hereunder are to be made under (and form apart of) the C1 Facility/C2 Facility, the Incremental Term Facility Advances tobe incurred pursuant to such Incremental Term Facility Commitments shall havethe same Applicable Margins applicable to the C1 Facility/C2 Facility.

 

(10)         Designatethe specific use of the proceeds of the applicable Incremental Term FacilityAdvances as provided in Clause 2.2(e) (*Purpose*)of the Facilities Agreement.

 

(11)         Insertany additional conditions precedent which may be required to be satisfied priorto the Agreement Effective Date.

 

(12)         Noticerelating to Incremental Term Facility Advances incurred by the Borrower shallbe as required in accordance with Clause 42.2 (*GivingNotice*) of the Facilities Agreement.

 

(13)         Paymentsrelating to Incremental Term Facility Advances incurred by the Borrower shallbe as required in accordance with Clause 35.1 (*Paymentto Agent*) of the Facilities Agreement.

 

(14)         The Agent shall designate the amount forthe respective Tranche of Incremental Term Facility Advances, which amountshall be no less than $50,000,000 (or its equivalent in euros).

 

226

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**[**15.                             TheBorrower agrees to pay compensation as, and to the extent, provided in the lastparagraph (c) (*Constitution of each Trancheof Incremental Term Facility*) of Clause 7.1 (*Incremental Term Facility*) of theFacilities Agreement.**]**(16)

 

----

(15)         TheAgent shall designate the minimum amount for partial voluntary prepaymentspursuant to Clause 12 (*Voluntary Prepayment*)of the Facilities Agreement for the respective Tranche of the Incremental TermFacility.

 

(16)         Insert if the respective Incremental TermFacility Commitments are to be added to (and form a part of) the C1 Facility/C2Facility and to the extent any related breakage type compensation is agreed tobe paid by the Borrower.

 

227

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###### **PART IV - FORM OF INCREMENTAL REVOLVINGFACILITY COMMITMENT AGREEMENT**

 

From:                  **[**Lender(s)**]**

 

To:                              Buhrmann US Inc.

One Environmental Way

Broomfield, Colorado 80021

United States of America

 

**[**                   **]**

 

Dear Sirs

 

We refer to the senior facilities agreement (as from time to timeamended, varied, novated or supplemented, the “**Facilities Agreement**”) dated 23 December 2003 wherebycertain facilities in a maximum aggregate amount of €730,000,000** **were made available to Buhrmann US Inc. as Borrowerunder the guarantee of the Original Guarantors, by a group of banks and otherfinancial institutions on whose behalf Deutsche Bank AG London acted as Agentin connection therewith.  Unlessotherwise defined herein, capitalised terms used herein shall have therespective meanings set forth in the Facilities Agreement.

 

Each party (each an “**IncrementalRevolving Facility Lender**”) party to this letter agreement (this “**Agreement**”) hereby severally agrees toprovide the Incremental Revolving Facility Commitment set forth opposite itsname on Annex I attached hereto (for each such Incremental Revolving FacilityLender, its “**Incremental Revolving FacilityCommitment**”).  EachIncremental Revolving Facility Commitment provided pursuant to this Agreementshall be subject to all of the terms and conditions set forth in the FacilitiesAgreement, including, without limitation, Clause 4 (*Utilisation*) and Clause 7 (*UncommittedIncremental Facilities*) thereof.

 

Each Incremental Revolving Facility Lender and the Agent acknowledge andagree that the Incremental Revolving Facility Commitments provided pursuant tothis Agreement shall constitute Incremental Revolving Facility Commitments and,upon the incurrence of Revolving Facility Advances pursuant to such IncrementalRevolving Commitments, shall constitute Revolving Facility Advances for allpurposes of the Facilities Agreement and the other applicable FinanceDocuments.

 

Each Incremental Revolving Facility Lender, the Borrower and the Agentfurther agrees that, with respect to the Incremental Revolving FacilityCommitment provided by each Incremental Revolving Facility Lender pursuant tothis Agreement, such Incremental Revolving Facility Lender shall receive fromthe Borrower such upfront fees, unutilised commitment fees and/or other fees,if any, as may be separately agreed to in writing with the Borrower all ofwhich fees shall be due and payable to such Incremental Revolving Facility  Lender on the terms and conditions set forthin each such separate agreement.

 

Furthermore, each of the parties to this Agreement hereby agree to theterms and conditions set forth on Annex I hereto in respect of each IncrementalRevolving Facility Commitment provided pursuant to this Agreement.

 

228

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Each Incremental Revolving Facility Lender party to this Agreement, tothe extent not already a party to the Facilities Agreement as a Lenderthereunder (i) confirms that it has received a copy of the Facilities Agreementand the other Finance Documents, together with copies of the financialstatements referred to therein and such other documents and information as ithas deemed appropriate to make its own credit analysis and decision to enterinto this Agreement and to become a Lender under the Facilities Agreement, (ii)agrees that it will, independently and without reliance upon the Agent or anyother Lender and based on such documents and information as it shall deem appropriateat the time, continue to make its own credit decisions in taking or not takingaction under the Facilities Agreement and the other Finance Documents, (iii)appoints and authorises the Agent and the Security Trustee to take such actionas agent on its behalf and to exercise such powers under the FacilitiesAgreement and the other Finance Documents as are delegated to the Agent and theSecurity Trustee, as the case may be, by the terms thereof, together with suchpowers as are reasonably incidental thereto and (iv) agrees that it willperform in accordance with their terms all of the obligations which by theterms of the Facilities Agreement and the other Finance Documents are requiredto be performed by it as a Lender.

 

Upon the date of (i) the execution of a counterpart of this Agreement byeach Incremental Revolving Facility Lender, the Agent, the Borrower and eachObligor, (ii) the delivery to the Agent of a fully executed counterpart(including by way of facsimile) hereof, (iii) the payment of any fees then dueand payable in connection herewith and (iv) the satisfaction of any otherconditions precedent set forth in paragraph 10 of Annex I hereto (the “**Agreement Effective Date**”), eachIncremental Revolving Facility Lender party hereto (i) shall be obligated tomake the Revolving Facility Advances provided to be made by it as provided inthis Agreement on the terms, and subject to the conditions, set forth in theFacilities Agreement and in this Agreement and (ii) to the extent provided inthis Agreement, shall have the rights and obligations of a Lender thereunderand under the other applicable Finance Documents.

 

The Borrower acknowledges and agrees that (i) it shall be liable for allIncremental Revolving Facility Outstandings provided hereby including, withoutlimitation, all Revolving Facility Advances made pursuant thereto and (ii) allsuch Facilities Obligations (including all such Revolving Facility Advances)shall be entitled to the benefits of the respective Security Documents and theGuarantee as, and to the extent, provided in the Facilities Agreement and insuch other Finance Documents.

 

Each Obligor acknowledges and agrees that all Facilities Obligationswith respect to the Incremental Revolving Facility Commitments provided herebyand all Revolving Facility Advances made pursuant thereto shall (i) be fullyguaranteed pursuant to the Guarantee and (ii) be entitled to the benefits ofthe respective Security Documents to which it is a party as, and to the extent,provided therein and in the Facilities Agreement.

 

Attached hereto as Annex II are true and correct copies of officer’scertificates, board of director resolutions and good standing certificates ofthe Obligors required to be delivered pursuant to Clause 7.2 (b)(iii) (*Incremental Revolving Facility Commitment Agreement*)of the Facilities Agreement.

 

Attached hereto as Annex III [is an opinion] [are opinions] of [insertname or names of counsel, including in-house counsel, who will be deliveringopinions], counsel to the Borrower, delivered pursuant to Clause 7.2 (b)(ii) ofthe Facilities Agreement.

 

229

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Attached hereto as Annex IV is the officer’s certificate required to bedelivered pursuant to paragraph (b) (iv) of Clause 7.2 (*Incremental Revolving Facility Commitment Agreement*)of the Facilities Agreement certifying that the conditions set forth inparagraph (a)(i) of Clause 7.2 (*IncrementalRevolving Facility Commitments*) of the Facilities Agreement havebeen satisfied.

 

You may accept this Agreement by signing the enclosed copies in thespace provided below, and returning one copy of same to us before the close ofbusiness on **[**                                 **]**. If you do not so accept this Agreement by such time, ourIncremental Revolving Facility Commitments set forth in this Agreement shall bedeemed cancelled.

 

After the execution and delivery to the Agent of a fully executed copyof this Agreement (including by way of counterparts and by facsimiletransmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrumentin accordance with the requirements for the modification of Finance Documentspursuant to Clause 45 (*Amendments*)of the Facilities Agreement.

 

In the event of any conflict between the terms of this Agreement andthose of the Facilities Agreement, the terms of the Facilities Agreement shallcontrol.

 

*****

 

230

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This agreement shall be governed in accordancewith, English law.

 

Yours faithfully,

 

 

For and on behalf of

 
| **[Incremental Revolving Facility Lender(s)]** |   |            |
|------------------------------------------------|--------|-----------------|
|                                           |   |            |
|                                           |   |            |
|                                           |   |            |   |   |
|                                           |   |            |
| **[**Name**]**                                 |   | **[**Name**]**  |
|                                           |   |            |
| **[**Title**]**                                |   | **[**Title**]** |
|                                                |        |                 |  |  |

 

 

We Accept and Agree the terms of the foregoing letter

 

Yours faithfully

 

 

For and on behalf of

 
| **Buhrmann US Inc.  as Borrower** |   |            |
|-----------------------------------|--------|-----------------|
|                              |   |            |
|                              |   |            |
|                              |   |            |   |   |
|                              |   |            |
| **[**Name**]**                    |   | **[**Name**]**  |
|                              |   |            |
| **[**Title**]**                   |   | **[**Title**]** |
|                                   |        |                 |  |  |

 

 

For and on behalf of

 
| **Deutsche Bank AG London****as Agent** |   |            |
|-----------------------------------------|--------|-----------------|
|                                    |   |            |
|                                    |   |            |
|                                    |   |            |   |   |
|                                    |   |            |
| **[**Name**]**                          |   | **[**Name**]**  |
|                                    |   |            |
| **[**Title**]**                         |   | **[**Title**]** |
|                                         |        |                 |  |  |

 

231

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Each Obligor acknowledges and agrees to each the foregoing provisions ofthis Incremental Facility Commitment Agreement and to the incurrence of theRevolving Facility Advances to be made pursuant thereto.

 

Yours faithfully

for and on behalf of

 
| **Buhrmann N.V.****as Parent and Obligor** |   |            |
|--------------------------------------------|--------|-----------------|
|                                       |   |            |
|                                       |   |            |
|                                       |   |            |   |   |
|                                       |   |            |
| **[**Name**]**                             |   | **[**Name**]**  |
|                                       |   |            |
| **[**Title**]**                            |   | **[**Title**]** |
|                                            |        |                 |  |  |

 

 

**[                                                ]**

**as Obligor**

 

 
|            |   |            |   |   |
|-----------------|--------|-----------------|--------|--------|
|            |   |            |
| **[**Name**]**  |   | **[**Name**]**  |
|            |   |            |
| **[**Title**]** |   | **[**Title**]** |

 

 

**[                                                ]**

**as Obligor**

 

 
|            |   |            |   |   |
|-----------------|--------|-----------------|--------|--------|
|            |   |            |
| **[**Name**]**  |   | **[**Name**]**  |
|            |   |            |
| **[**Title**]** |   | **[**Title**]** |

 

232

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TERMS AND CONDITIONS FOR INCREMENTAL REVOLVING FACILITY COMMITMENT AGREEMENT

 

Dated **[**                **]** 2**[**      **]**

 

1.                                       Name andjurisdiction of Borrower:(17)

 

2.                                       IncrementalRevolving Facility Commitment Amounts (as of the Agreement Effective Date):

 
| **Names of Incremental  Revolving  Facility Lenders** | ** ** | **Amount of Incremental  Revolving  Facility Commitment** |
|-------------------------------------------------------|------------|-----------------------------------------------------------|
| ** **                                            | ** ** | ** **                                                |
| **[**                                                 | **]**      | ** **                                                |   | **$** | [ | **]** |
| ** **                                            | ** ** | ** **                                                | ** ** | ** ** | ** ** |
| **Total:(18)**                                        |       |                                                      | $ | [ | **]** |

 

3.                                       Other ConditionsPrecedent:(19)

 

4.                                       Notices:(20)

 

5.                                       Payments:(21)

 

6.                                       Amount of RevolvingFacility Advance:(22)

 

7.                                       Minimumvoluntary prepayment amount under Clause 12 (*VoluntaryPrepayment*) of the Facilities Agreement:(23)

 

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(17)         Shallbe the Borrower.

 

(18)         Theaggregate amount of Incremental Revolving Facility Commitments must be at least€1,000,000 (or the Euro Amount thereof) and in integral multiples of €1,000,000(or the Euro amount thereof).

 

(19)         Insertany additional conditions precedent which may be required to be satisfied priorto the Agreement Effective Date.

 

(20)         Noticerelating to Revolving Facility Advances incurred by the Borrower shall be asrequired in accordance with Clause 42.2 (*GivingNotice*) of the Facilities Agreement.

 

(21)         Paymentsrelating to Revolving Facility Advances incurred by the Borrower shall be asrequired in accordance with Clause 35.1 (*Paymentto Agent*) of the Facilities Agreement.

 

(22)         TheAgent shall designate the amount for the respective Revolving FacilityAdvances, which amount shall be no less than €1,000,000 (or its equivalent ineuros).

 

(23)         TheAgent shall designate the minimum amount for partial voluntary prepaymentspursuant to Clause 12 (*Voluntary Prepayment*)of the Facilities Agreement for the Revolving Facility.

 

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##### **SCHEDULE 5SECURITY TRUSTEE PROVISIONS**

#####  

###### **PART I - Supplementary Security TrusteeProvisions**

######  

In this Schedule any reference to the Security Trustee’s Rights isa reference to the rights, powers, authorities, discretions, privileges andimmunities (a) which gratuitous trustees have or may have in England (referredto below as the Security Trustee’s “**Rights**”)and (b) which (by way of supplement to the Trustee Act 1925 and the Trustee Act2000), are set out below.

 

1.                                       TheSecurity Trustee may (without any responsibility for any resulting loss) relyon:

 

(a)                                  anycommunication, certificate, legal opinion or other document believed by it tobe genuine and correct and to have been signed by, or with the authority of, theproper person;

 

(b)                                 anystatement made by a director, officer, partner or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify; and

 

(c)                                  acertificate signed by any one or more persons which, or each of which, isbelieved by it to be a director or other duly authorised officer of an Obligoror of a Finance Party to the effect that any particular dealing, transaction,step or thing is, in the opinion of the person so certifying, suitable orexpedient or as to any other fact or matter upon which the Security Trustee mayrequire to be satisfied and shall not be responsible for any loss that may beoccasioned by its relying on any such certificate.

 

2.                                       TheSecurity Trustee may obtain and pay for such legal or other expert advice orservices as it may consider necessary or desirable and may rely on the opinionor advice of or any information obtained from any lawyer, accountant,architect, engineer, surveyor, broker, consultant, valuer or other expert,whether obtained by the Security Trustee or otherwise, and shall not beresponsible for any loss resulting from such reliance.

 

3.                                       Anyopinion, advice or information on which the Security Trustee relies or intendsto rely may be sent or communicated by letter, telex message, facsimiletransmission, telephone or any other means. The Security Trustee shall not be liable for acting on any opinion,advice or information which is so conveyed, even if the opinion, advice orinformation contains some error or is not authentic.

 

4.                                       TheSecurity Trustee may retain for its own benefit, without liability to accountto any other person, any fee or other sum received by it for its own account.

 

5.                                       TheSecurity Trustee may accept deposits from, lend money to or provide advisory orother services to or engage in any kind of banking or other business with anyObligor or any Finance Party or a subsidiary or associated company of any ofthem and may do so without any obligation to account to or disclose any sucharrangements to any person.

 

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6.                                       TheSecurity Trustee may exercise any of its Rights and perform any of its duties,obligations and responsibilities under this Agreement or any of the Security Documentsthrough its employees or through paid or unpaid agents, which may becorporations, partnerships or individuals (whether or not lawyers or otherprofessional persons), and shall not be responsible for any misconduct oromission on the part of, or be bound to supervise the proceedings or acts of,any such employee or agent.  Any suchagent which is engaged in any profession or business shall be entitled tocharge and be paid all usual fees, expenses and other charges for its services.

 

7.                                       TheSecurity Trustee may at any time and from time to time delegate, whether bypower of attorney or otherwise, to any persons all or any of its Rights and therights, powers and discretions which are for the time being exercisable by theSecurity Trustee under any of the Security Documents.  Any such delegation may be made upon suchterms and conditions (including the power to sub-delegate with the consent ofthe Security Trustee) as the Security Trustee may think fit.  The Security Trustee shall not be in any waybe liable or responsible to any Obligor, any Finance Party or any other personfor any loss or damage arising from any act, default, omission or misconduct onthe part of any such delegate or sub-delegate.

 

8.                                       Nothingin this Agreement shall limit the ability of the Security Trustee to exerciseany rights, powers and discretions it may have in its capacity as a FinanceParty.

 

9.                                       TheSecurity Trustee may refrain from doing anything which would or might in itsopinion be contrary to any law of any jurisdiction or any directive orregulation of any agency of any state or which would or might otherwise renderit liable to any person and may do anything which is, in its absolutediscretion, necessary to comply with any such Law, directive or regulation.

 

10.                                 The SecurityTrustee shall not be liable for any omission or defect in, or any failure topreserve or perfect any or all of the Security including, without limitation,any failure:

 

(a)                                  toobtain any licence, consent or other authority required for the execution,delivery, validity, legality, adequacy, performance, enforceability oradmissibility in evidence of any Security Document;

 

(b)                                 toregister or submit for registration any Security Document or other document orany security created thereby, or to file or caused to be entered any notice,caution or other entry, in any applicable register or with any applicableagency or authority;

 

(c)                                  torequire the deposit with it of any deed or document certifying, evidencing orconstituting the title of any Obligor to any or all of the Trust Property; or

 

(d)                                 torequire any further assurances in relation to any of the Security.

 

11.                                 TheSecurity Trustee may accept without enquiry such evidence of title as anyObligor may have to any or all of the Trust Property and shall not be liablefor any failure or omission to ascertain or investigate the title of anyObligor or any other person to any or all of the Trust Property.

 

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12.                                 TheSecurity Trustee and every receiver and/or manager, delegate, sub-delegate,attorney, agent or other person appointed under this Agreement or any of theSecurity Documents may indemnify itself out of the Trust Property against allproceedings, claims and demands which may be made or taken against it and allcosts, charges, damages, expenses and liabilities which it may suffer or incurunless suffered or incurred by reason of its own gross negligence or wilfulmisconduct.

 

13.                                 TheSecurity Trustee may (without any obligation to insure and at the cost andexpense of the Obligors) place this Agreement, any title deeds and otherdocuments certifying, evidencing or constituting the title to any of theCollateral in any safe deposit, safe or other receptacle selected by theSecurity Trustee or with any bank, financial institution or other company orlawyer or law firm believed by it to be of good repute.  The Security Trustee may in its absolutediscretion make any such arrangements as it thinks fit for allowing any Obligoror its lawyers or auditors or other advisers access to or possession of anysuch title deeds and other documents. The Security Trustee shall not be responsible for any loss which mayresult arising out of any such deposit, access or possession.

 

14.                                 Pendingappropriation and distribution under Clause 6.3 (*Applicationof Proceeds*) of the Intercreditor Deed and without responsibilityfor any loss or any reduction in return which may result from its so doing, theSecurity Trustee may credit any sum received, recovered or held by it in respectof the Trust Property in such a suspense or other account as the SecurityTrustee thinks fit or invest or place on deposit such sum in the name of orunder the control of the Security Trustee in any investment for the time beingauthorised by English law for the investment by trustees of trust moneys orwith such bank or financial institution (including the Security Trustee) as theSecurity Trustee may think fit.  TheSecurity Trustee may at any time in its absolute discretion vary, exchange,transfer or transpose any such investments or deposits for or into other suchinvestments or deposits.  Any investmentmade by the Security Trustee may, at its discretion, be made or retained in thename of a nominee.

 

15.                                 TheSecurity Trustee shall not be obliged to monitor or enquire as to whether ornot a Default has occurred and will not be deemed to have knowledge of theoccurrence of a Default unless it has actual knowledge or express noticethereof.

 

16.                                 Neitherthe Security Trustee nor any of its officers, employees or agents makes, orshall at any time be deemed to make, any representation or warranty (express orimplied) as to or be responsible or liable to any person for:

 

(a)                                  theadequacy, accuracy or completeness of any representation, warranty, statementor information contained in this Agreement or any Security Document, notice,report or other document, statement or information circulated, delivered ormade to any Finance Party whether orally or otherwise and whether before, on orafter the date of this Agreement;

 

(b)                                 theexecution, delivery, validity, legality, priority, ranking, adequacy,performance, enforceability or admissibility in evidence of this Agreement orany Security Document or any other document referred to in (a) above or of anysecurity created thereby or any obligations imposed thereby or assumedthereunder; or

 

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(c)                                  anythingdone or not done by it or any of them under or in connection with thisAgreement or the Security Documents save in the case of its or their grossnegligence, breach of a Finance Document or wilful misconduct.

 

17.                                 Wherethe disposal of any or all of the Collateral is permitted under or consented toin accordance with any relevant Finance Document, the Security Trustee shallrelease such Trust Property from the Security to which it is subject, but theSecurity Trustee shall not give such consent without the prior written consentof or instructions from the Agent unless the Security Trustee determines thatits giving of such consent will not materially prejudice the interests of theFinance Parties or any of them.

 

18.                                 TheSecurity Trustee shall not have any duty to ensure that any payment or otherfinancial benefit in respect of any of the Trust Property is duly and punctuallypaid, received or collected as and when the same becomes due and payable or toprocure that the correct amounts (if any) are paid or received or to ensure thetaking up of any (or any offer of any) stocks, shares, rights, moneys or otherproperty paid, distributed, accrued or offered at any time by way of interest,dividend, redemption, bonus, rights, preference, option, warrant or otherwiseon, or in respect of or in substitution for any of the Trust Property.

 

19.                                 Ifinstructed by the Agent, the Security Trustee shall concur with the relevantObligor and shall exercise its Rights in making any modification to a SecurityDocument which (a) relates to administrative matters or is a technicalamendment arising out of a manifest error and (b) would not in the Agent’sopinion materially prejudice the Finance Parties.

 

20.                                 TheSecurity Trustee as between itself and the other parties hereto shall have fullpower to determine all questions and doubts arising in relation to any of theprovisions of this Agreement or any Security Document and any suchdetermination shall in the absence of manifest error, be conclusive and shallbind the Security Trustee and the other parties hereto.

 

21.                                 Anyconsent given by the Security Trustee for the purposes of this Agreement may begiven on such terms and subject to such conditions (if any) as the SecurityTrustee may require.

 

22.                                 Ifthere is any conflict between the provisions of this Agreement and any SecurityDocument with regard to instructions to or other matters affecting the SecurityTrustee, this Agreement will prevail.

 

23.                                 TheSecurity Trustee shall not (unless required by law or ordered so to do by acourt of competent jurisdiction) be required to (a) to disclose to any FinanceParty any credit or other information (other than information in the SecurityTrustee’s possession specifically concerning the Security Documents) withrespect to the financial condition or affairs of any member of the Group or anyof their related entities whether coming into its or any of its affiliatespossession before or on the entry into this Agreement or at any time thereafteror (b) to request any certificates or other documents from any member of theGroup unless specifically requested to do so by the Agent in accordance with thisAgreement or any of the Security Documents.

 

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24.                                 Nothingcontained in this Agreement shall require the Security Trustee to expend orrisk its own funds or otherwise incur any financial liability in theperformance of its duties or the exercise of any right, power, authority ordiscretion hereunder if it has grounds for believing the repayment of suchfunds or adequate indemnity against, or security for, such risk or liability isnot reasonably assured to it.

 

###### **PART II - Appointment and Retirement ofSecurity Trustee**

######  

1.                                       TheSecurity Trustee shall, at any time and for any purpose or reason whatsoever,have power to appoint any person to act either as a separate Security Trustee,or as co-Security Trustee jointly with the Security Trustee, with (subject tothe provisions of this Agreement) such of the Security Trustee’s Rights(including the right to reasonable remuneration and indemnity), duties andobligations vested in the Security Trustee by this Agreement or any SecurityDocument as shall be conferred or imposed by the instrument of its appointment.

 

2.                                       Nomore than one separate Security Trustee or co-Security Trustee may be appointedby the Security Trustee if no Event of Default has occurred and is continuingunless the Security Trustee reasonably considers that such appointment isnecessary or desirable for the purpose of exercising its rights under thisAgreement or otherwise due to any requirement, restriction or condition in anyapplicable jurisdiction. The Security Trustee shall have power to remove anysuch separate Security Trustee or co-Security Trustee for any reasonwhatsoever.

 

3.                                       Wheneverthere shall be more than one Security Trustee under this Agreement anyreference to “Security Trustee” shall be construed as a reference to each ofthose trustees.

 

4.                                       Wheneverthere shall be more than two Security Trustees under this Agreement, themajority of such Security Trustees shall be competent to execute and exerciseall the duties, powers, authorities and discretions vested in the SecurityTrustee by this Agreement, the Security Documents and general law.

 

5.                                       ASecurity Trustee may, save as provided below, retire at any time upon givingnot less than 30 days’ notice in writing to the Agent without assigning anyreason therefor and without being responsible for the costs occasioned by suchretirement.

 

6.                                       Theretirement of a sole Security Trustee shall not take effect until (i) theappointment of a successor Security Trustee has been made and accepted by wayof execution of an Accession Notice; and (ii) the Agent is satisfied that allthings required to be done in order that the Security Documents or replacementstherefor shall provide for perfected and enforceable security in favour of thesuccessor Security Trustee have been done.

 

7.                                       Ifsuch a notice of resignation has been given and, within 30 days after suchnotice of resignation, no successor Security Trustee shall have (i) beenappointed by the Finance Parties and (ii) accepted such appointment, theretiring Security Trustee, after consultation with the Parent and the Agent,shall have the right to appoint a successor Security Trustee which shall be areputable and experienced bank.

 

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If a successor to the Security Trustee is appointed under the provisionsof this Schedule above the retiring Security Trustee shall be dischargedfrom any further obligations under, but shall remain entitled to the benefitsof, this Agreement.

 

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##### **SCHEDULE 6ASSOCIATED COSTS RATE**

#####  

**1.**                                      On thefirst day of each Interest Period or Term (or as soon as possible thereafter)the Agent shall determine:

 

**(a)**                                  foreach Lender the percentage rate per annum for such Interest Period or Termwhich is the applicable “**Additional CostsRate**” (as calculated in paragraph 2 or 3 below); and

 

**(b)**                                  the “**Associated Costs Rate**” for such period,which shall be the rate per annum which is the weighted average of the Lenders’Additional Costs Rates (weighted in proportion to the percentage participationof each Lender in the Advance to which such Interest Period or Term relates).

 

**2.**                                      **(a)**                                  TheAdditional Costs Rate for a Lender lending from a Facility Office in aParticipating Member State shall be the percentage certified by that Lender tothe Agent as being its reasonable determination of the cost (expressed as apercentage of that Lender’s participation in all Advances made from thatFacility Office) to such Lender of complying with the minimum reserverequirements of the European Central Bank in respect of Advances made from thatFacility Office.

 

**(b)****                                 **TheAdditional Costs Rate for a Lender lending from a Facility Office in the U.S.shall be the percentage certified by that Lender to the Agent as being itsreasonable determination of the cost (expressed as a percentage of that Lender’sparticipation in all Advances made from that Facility Office) to such Lender ofcomplying with the minimum reserve requirements of the Federal Reserve Bank ofNew York in respect of Advances made from that Facility Office.

 

**3.**                                      TheAdditional Costs Rate for a Lender lending from a Facility Office in the UnitedKingdom shall be calculated as follows:

 

**(a)**                                  Inrelation to an Advance denominated in sterling:

 
| AB + C(B - D) + E x 0.01 |   | per cent. per annum |
|--------------------------|--------|---------------------|
| 100 - (A + C)            |   |                |

 

**(b)**                                  Inrelation to an Advance denominated in euro or an Optional Currency other thansterling:

 
| E x 0.01 |   | per cent. per annum |
|----------|--------|---------------------|
| 300      |   |                |

 

where:

 

**A**                                       is thepercentage of Eligible Liabilities (assuming these to be in excess of anystated minimum) which that Lender is from time to time required to maintain asan interest

 

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free cash ratiodeposit with the Bank of England to comply with cash ratio requirements.

 

**B**                                       is thepercentage rate of interest (excluding the Applicable Margin and the AssociatedCosts Rate and, if the relevant amount is an Unpaid Sum, the additional rate ofinterest specified in Clause 29.2 (*Default Rate*)),payable for the relevant Interest Period or Term in respect of the relevantAdvance.

 

**C**                                       is thepercentage (if any) of Eligible Liabilities which that Lender is required fromtime to time to maintain as interest bearing Special Deposits with the Bank ofEngland.

 

**D**                                       is thepercentage rate per annum payable by the Bank of England to that Lender oninterest bearing Special Deposits.

 

**E**                                         isdesigned to compensate Lenders for amounts payable under the Fees Rules and iscalculated by the Agent as being the average of the most recent rates of chargesupplied by the Reference Banks to the Agent pursuant to paragraph 6 below andexpressed in pounds per £1,000,000.

 

**4.**                                      Forthe purposes of this Schedule:

 

**(a)****                                 **“**Eligible Liabilities**”****and “**SpecialDeposits**”****have themeanings given to them from time to time under or pursuant to the Bank ofEngland Act 1998 or (as the case may be appropriate) by the Bank of England;and

 

**(b)**                                  “**Fees Rules**”****means the rules on periodic fees contained in the FSASupervision Manual or such other law or regulation as may be in force from timeto time in respect of the payment of fees for the acceptance of deposits.

 

**5.**                                      Inapplication of the above formulae, A, B, C and D will be included in theformulae as percentages (i.e. 5 per cent. will be included in the formula as 5and not as 0.05).  A negative resultobtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to 4decimal places.

 

**6.**                                      Ifrequested by the Agent, each Reference Bank shall, as soon as practicable afterpublication by the Financial Services Authority, supply to the Agent, the rateof charge payable by that Reference Bank to the Financial Services Authoritypursuant to the Fees Rules in respect of the relevant financial year of theFinancial Services Authority (calculated for this purpose by that ReferenceBank as being the average of the Fee Tariffs applicable to that Reference Bankfor that financial year) and expressed in pounds per £1,000,000 of the TariffBase of that Reference Bank.

 

**7.****                                     **Forthe purposes of paragraph 6 of this Schedule:

 

**(a)**                                  “**Fee Tariffs**”****means the fee tariffs specified in the Fees Rules under theactivity group A.1 Deposit acceptors (ignoring any minimum fee or zero ratedfee required pursuant to the Fees Rules but taking into account any applicablediscount rate); and

 

**(b)**                                  “**Tariff Base**”****has the meaning given to it, and is calculated in accordancewith, the Fees Rules.

 

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**8.**                                      EachLender shall supply any information required by the Agent for the purposes ofcalculating the Additional Costs Rate, including the following informationwhich such Lender shall provide to the Agent on or before the date on which itbecomes a Lender:

 

**(a)**                                  thejurisdiction of its Facility Office; and

 

**(b)**                                  anyother information that the Agent may reasonably require for such purpose,

 

and shall promptly notify theAgent in writing of any change to the information provided by it pursuant tothis paragraph.

 

**9.**                                      Thepercentages of each Lender for the purpose of A and C above and the rates ofcharge of each Reference Bank for the purpose of E above shall be determined bythe Agent based upon the information supplied to it pursuant to paragraphs 6and 8 above and on the assumption that, unless a Lender notifies the Agent tothe contrary, each Lender’s obligations in relation to cash ratio deposits andSpecial Deposits are the same as those of a typical bank from its jurisdictionof incorporation with a Facility Office in the same jurisdiction as itsFacility Office.

 

**10.**                               TheAgent shall have no liability to any person if any determination by it of anAdditional Costs Rate and/or an Associated Costs Rate over or under compensatesa Lender and shall be entitled to assume that the information provided by anyLender or Reference Bank pursuant to paragraphs 2, 6 and 8 above is true andcorrect in all respects.

 

**11.**                               TheAgent shall distribute amounts received by it in respect of an Interest Periodor Term and attributable to the Associated Costs Rate to the Lenders on thebasis of the Additional Costs Rate for each such Interest Period or Term andeach Lender determined by the Agent pursuant to the provisions of thisSchedule.

 

**12.**                               Anydetermination by the Agent pursuant to this Schedule in relation to aformula, an Additional Costs Rate or an Associated Costs Rate or any amountpayable to a Lender shall, in the absence of manifest error, be conclusive andbinding on all the parties to this Agreement.

 

**13.**                               TheAgent may from time to time, after consultation with the Parent and theLenders, specify any amendments which are required to be made to this Schedule inorder to comply with any change in Law, regulation or any requirements fromtime to time imposed by the Bank of England, the Financial Services Authorityor the European Central Bank (or, in any case, any other authority whichreplaces all or any of their functions) and any such determination shall, inthe absence of manifest error, be conclusive and binding on all the parties tothis Agreement.

 

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##### **SCHEDULE 7**

#####  

###### **PART I - FORM OF ACCESSION NOTICE**

######  

**THIS ACCESSION NOTICE** is entered into on**[**                        **]** by **[***insert name of subsidiary***]**(the “**Subsidiary**”) and BuhrmannN.V. by way of a deed in favour of the Agent, the Arrangers and the Lenders(each as defined in the Facilities Agreement referred to below).

 

**BACKGROUND**

 

**A**                                       By a€730,000,000 senior facilities agreement (the “**Facilities Agreement**”) dated 23 December 2003 and madebetween Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the partiesnamed therein as Original  Guarantors,Deutsche Bank AG London and ABN AMRO Bank N.V. as Arrangers, Deutsche Bank AGLondon as Agent, Deutsche Bank AG London as Security Trustee and the financialand other institutions named in it as Lenders, the Lenders agreed to makecertain facilities available to the Borrower.

 

**B****                                      **By anintercreditor deed (the “**Intercreditor Deed**”)dated 23 December 2003 and made between the parties named therein (the “**Obligors**”) as Obligors and Deutsche Bank AGLondon as Agent and Security Trustee, the Obligors agreed to subordinatecertain debts and obligations in favour of the Security Trustee.

 

**C**                                       TheParent has requested that theSubsidiary become an Acceding Guarantor pursuant to Clause 27 (*Accession of New Guarantors*) of the Facilities Agreement.

 

**NOW THIS DEED WITNESS AS FOLLOWS:**

 

**1.**                                      Termsdefined in the Facilities Agreement have the same meanings in this Agreement.

 

**2.**                                      TheSubsidiary is a company duly organised under the laws of **[***insert relevant jurisdiction***]**.

 

**3.**                                      TheSubsidiary confirms that it has received from the Parent a true and up-to-datecopy of the Facilities Agreement and the other Finance Documents.

 

**4.**                                      TheSubsidiary undertakes, upon its becoming a Guarantor, to perform all theobligations expressed to be undertaken under the Facilities Agreement, theIntercreditor Deed, and the other Finance Documents by a Guarantor and agreesthat it shall be bound by the Facilities Agreement, the Intercreditor Deed andthe other Finance Documents in all respects as if it had been an original partyto it as an Original Guarantor. **[**Provided that **[***make such exceptions asmay be necessary to limit the obligations of an Acceding Guarantor to ensurethat such obligations are enforceable in accordance with applicable Law***]]**.

 

**5.**                                      TheParent confirms (for itself and as Obligors’ Agent for the other Obligors)that, if the Subsidiary is accepted as an Acceding Guarantor, the Parent’sguarantee and indemnity obligations and the guarantee and indemnity obligationsof the other Obligors pursuant to Clause 30 (*Guaranteeand Indemnity*) of the Facilities

 

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Agreement will apply to all ofthe obligations of the Subsidiary under the Finance Documents as an AccedingGuarantor in all respects in accordance with the terms of the FacilitiesAgreement as if such Subsidiary had been party to the Facilities Agreement asan Original Guarantor.

 

**6.**                                      TheParent:

 

**(a)**                                  repeatsthe Repeating Representations; and

 

**(b)**                                  confirmsthat no Default is continuing or will occur as a result of the Subsidiarybecoming an Acceding Guarantor.

 

**7.**                                      TheSubsidiary makes, in relation to itself, the representations and warranties setout in Clause 22 (*Representations and Warranties*)of the Facilities Agreement.

 

**8.**                                      TheSubsidiary confirms that it has appointed **[**        **]** of **[**        **]** to be its process agent for the purposes of acceptingservice of Proceedings on it.

 

**9.**                                      TheSubsidiary’s administrative details for the purposes of the FacilitiesAgreement are as follows:

 

Address:

 

Contact:

 

Telephone No:

 

Fax No:

 

**10.**                               ThisAccession Notice and the rights, benefits and obligations of the parties underthis Accession Notice shall be governed by and construed in accordance withEnglish law.

 

This Accession Notice has been executed as a Deed by the Parent and theSubsidiary and signed by the Agent on the date written at the beginning of thisAccession Notice.

 

**EXECUTED**as a **DEED**by

 

**[*****Name of Subsidiary*****]**

 

acting by

 

**EXECUTED**as a **DEED**by

 

**BUHRMANN N.V.**

 

acting by

 

**THE AGENT**

 

**DEUTSCHE BANK AG LONDON**

 

By:

 

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###### **PART II - ACCESSION DOCUMENTS**

######  

**1.****                                     ****Corporate Documents**

 

In relation to any proposed Acceding Guarantor, a copy of:

 

**(a)**                                  itsup-to-date constitutional documents and, if applicable, a good standingcertificate in respect thereof;

 

**(b)**                                  aboard resolution of such Acceding Guarantor approving the execution anddelivery of the relevant Accession Notice, its accession to the FacilitiesAgreement as a Guarantor (as the case may be) and the performance of itsobligations under the Finance Documents and authorising a named person to signsuch Accession Notice and any other documents to be delivered by it pursuantthereto;

 

**(c)**                                  a dulycompleted certificate, of a duly authorised officer of such Acceding Guarantorin the form of Part II of Schedule 3 (*Form of Certificate ofObligor*); and

 

**(d)**                                  thelatest annual audited financial statements of such Acceding Guarantor availableas at the date of the relevant Accession Notice.

 

**2.****                                     ****Legal Opinions**

 

Legal opinions of such legal advisers as may be acceptable to the Agentacting reasonably as to the relevant Law (including any tax matters applicableto such Acceding Guarantor).

 

**3.****                                     ****Necessary Authorisations**

 

A copy of any Necessary Authorisation as is in the opinion of counsel tothe Lenders necessary to render the Transaction Documents to which suchAcceding Guarantor is (or is to be) party legal, valid, binding and enforceableto make the Finance Documents to which such Acceding Guarantor is (or is to be)party admissible in evidence in such Acceding Guarantor’s jurisdiction ofincorporation and (if different) in England and to enable such AccedingGuarantor to perform its obligations thereunder.

 

**4.****                                     ****Security Documents**

 

At least 2 original copies of any Security Documents required by theAgent duly executed by the proposed Acceding Guarantor together with alldocuments required to be delivered pursuant to it.

 

**5.****                                     ****Process Agent**

 

Written confirmation from any process agent referred to in the relevantAccession Notice that it accepts its appointment as process agent.

 

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##### **SCHEDULE 8**

#####  

###### **PART I - FORM OF AUDITORS’ CONFIRMATION**

######  

To:                              Deutsche Bank AG London

 

 

Date:                    **[**                        **]**

 

 

Dear Sirs

 

We refer to the €730,000,000 senior facilities agreement  (the “**FacilitiesAgreement**”), dated 23 December 2003 and made between BuhrmannN.V. as Parent, Buhrmann US Inc. as Borrower, the parties named therein as Original Guarantors, Deutsche Bank AGLondon and ABN AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG London asSecurity Trustee and the financial and other institutions named in it asLenders.  Terms defined in the FacilitiesAgreement have the same meanings in this Agreement.

 

We refer to the audited financial statements of **[**        **]** for the period ended **[**        **]** (the “**Relevant Accounts**”)and the attached certificate of the directors of the Parent, amongst otherthings, setting out computations to establish compliance with the financialcovenants set out in Clause 24 (*Financial Condition*)of the Facilities Agreement.

 

We confirm that the numbers on which those computations are based havebeen properly calculated, based on generally accepted accounting standards,from the Relevant Accounts.  We furtherconfirm that [we obtained no knowledge insofar as related to accounting mattersof any Default or Event of Default which has occurred or is continuing/insofaras related to accounting matters, the following [Default]/[Event of Default]has occurred and is continuing:] [*details ofDefault/Event of Default*].

 

The confirmation contained in this letter is given on the basis of workcarried out as part of the annual audit of the Parent and the Group and noadditional enquiry or investigation has been made relating to the matterscovered by this confirmation.

 

Yours faithfully

 

 

**[*****Auditors*****]**

 

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######  

###### **PARTII - FORM** OF DIRECTORS’COMPLIANCE CERTIFICATE

######  

To:                              Deutsche Bank AG London

 

 

Dear Sirs

 

**Certificate dated[        ] in respect of the periodended [        ] (the**“**CertificationDate**”**)**

 

We refer to the €730,000,000 senior facilities agreement (the “**Facilities Agreement**”) dated 23 December 2003and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the parties named therein as Original  Guarantors, Deutsche Bank AG London and ABNAMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AGLondon as Security Trustee and the financial and other institutions named in itas Lenders.  Terms defined in theFacilities Agreement have the same meanings in this Agreement.

 

**1.**                                      ThisCompliance Certificate is provided in accordance with Clause 23.1(e) (*Officer’s Certificates*) of the FacilitiesAgreement.

 

**2.**                                      We, **[**        **]**, being Directors of the Parent as at the Effective Date,confirm on behalf of the Parent that the financial covenants contained inClause 24 (*Financial Condition*) and the provisionsset out in Clause 25.2 (*Conduct of Business*),25.7 (*Additional Security and FurtherAssurances*), 26.2 (*Consolidation,Merger, Purchase or Sale of Assets, etc.*), 26.3 (*Restricted Payments*), 26.4 (*Indebtedness*), 26.5 (*Advances, Investments and Loans*) and 26.13(*Assets and EBITDA Attributable to QualifiedObligors*) of the Facilities Agreement have been complied with as atthe Certification Date.

 

**3.**                                      Ourconfirmation is based on the following:

 

**[***Set out confirmations of Clauses 24 (Financial Condition), 25.2(Conduct of Business), 25.7 (Additional Security and Further Assurances), 26.2(Consolidation, Merger, Purchase or Sale of Assets, etc.), 26.3 (RestrictedPayments), 26.4 (Indebtedness), 26.5 (Advances, Investments and Loans) and 26.13(Assets and EBITDA Attributable to Qualified Obligors) and of each elementrequired to determine by such clause***]**

 

**4.**                                      Wefurther confirm that no Default is continuing as at the Certification Date.

 
| For and on behalf of Parent |    |
|-----------------------------|---------|
|                        |    |
| Signed:                     | Signed: |
|                        |    |
| Name:                       | Name:   |
|                        |    |
| Title:                      | Title:  |
|                        |    |
| Date:                       | Date:   |

 

247

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##### **SCHE**DULE 9GROUP STRUCTURE

#####  

 

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##### **SCHEDULE 10**

#####  

###### **PARTI - EXISTING LIENS**

 
| **Debtor  Name**            | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number**  | ** ** | **Type** | ** ** | **Secured Party**         |
|-----------------------------|------------|----------------------------|------------|----------------|------------|------------------|------------|----------|------------|---------------------------|
| ASAP Software Express, Inc. |       | California SOS             |       | 11/01/99       |       | 9930860694       |       | UCC      |       | Bankers Trust Company     |
| ASAP Software Express, Inc. |       | Indiana SOS                |       | 11/01/99       |       | 2287909          |       | UCC      |       | Bankers Trust Company     |
| ASAP Software Express, Inc. |       | Colorado SOS               |       | 11/01/99       |       | 19992060826      |       | UCC      |       | Bankers Trust Company     |
|                        |       |                       |       | 01/02/01       |       | 20012000382      |       | UCC      |       | Heller Financial Leasing  |
|                        |       |                       |       | 03/02/01       |       | 20012016614      |       | UCC      |       | Heller Financial Leasing  |
|                        |       |                       |       | 04/13/01       |       | 20012028803      |       | UCC      |       | Heller Financial Leasing  |
|                        |       |                       |       | 05/25/01       |       | 20012041256      |       | UCC      |       | Fleet Capital Corp.       |
|                        |       |                       |       | 06/27/03       |       | ”           |       | Amend    |       | ”                    |
|                        |       |                       |       | 05/25/01       |       | 20012041257      |       | UCC      |       | Fleet Capital Corp.       |
|                        |       |                       |       | 06/27/03       |       | ”           |       | Amend    |       | ”                    |
|                        |       |                       |       | 05/25/01       |       | 20012041258      |       | UCC      |       | Fleet Capital Corp.       |
|                        |       |                       |       | 06/27/01       |       | ”           |       | Amend    |       | ”                    |
| ASAP Software Express, Inc. |       | Massachusetts SOS          |       | 11/01/99       |       | 99671684         |       | UCC      |       | Bankers Trust Company     |
| ASAP Software Express, Inc. |       | Marlborough, MA            |       |           |       |             |       |     |       | CLEAR                     |
| ASAP Software Express, Inc. |       | Maryland SOS               |       | 03/27/00       |       | 0000000181040299 |       | UCC      |       | Bankers Trust Company     |
|                        |       |                       |       | 06/07/00       |       | 0000000181048572 |       | UCC      |       | Fleet Capital Corporation |
|                        |       |                       |       | 07/24/02       |       | ”           |       | Amend    |       | ”                    |
|                        |       |                       |       | 06/14/00       |       | 0000000181049467 |       | UCC      |       | Fleet Capital Corporation |

 

259

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| **Debtor  Name**            | ** ** | **Jurisdiction  Searched**       | ** ** | **File  Date** | ** ** | **File Number**  | ** ** | **Type** | ** ** | **Secured Party**                         |
|-----------------------------|------------|----------------------------------|------------|----------------|------------|------------------|------------|----------|------------|-------------------------------------------|
|                        |       |                             |       | 06/23/00       |       | 0000000181050648 |       | UCC      |       | Fleet Capital Corporation                 |
| ASAP Software Express, Inc. |       | Michigan SOS                     |       | 11/01/99       |       | 08292C           |       | UCC      |       | Bankers Trust Company                     |
| ASAP Software Express, Inc. |       | Middlesex, MA, Southern District |       |           |       |             |       |     |       | CLEAR                                     |
| ASAP Software Express, Inc. |       | St. Louis City, MO               |       | 11/01/99       |       | 6996             |       | UCC      |       | Bankers Trust Company                     |
| ASAP Software Express, Inc. |       | St. Louis, MO                    |       | 11/01/99       |       | 12215            |       | UCC      |       | Bankers Trust Company                     |
| ASAP Software Express, Inc. |       | Arizona SOS                      |       | 11/01/99       |       | 1090976          |       | UCC      |       | Bankers Trust Company                     |
| ASAP Software Express, Inc. |       | Florida SOS                      |       | 11/01/99       |       | 990000248433     |       | UCC      |       | Bankers Trust Company                     |
| ASAP Software Express, Inc. |       | Minnesota SOS                    |       | 11/01/99       |       | 2174458          |       | UCC      |       | Bankers Trust Company                     |
| ASAP Software Express, Inc. |       | Missouri-SOS                     |       | 11/01/99       |       | 3089262          |       | UCC      |       | Bankers Trust Company                     |
|                        |       |                             |       | 05/19/00       |       | 4047897          |       | UCC      |       | Fleet Capital Corporation                 |
|                        |       |                             |       | 06/27/03       |       | ”           |       | Amend    |       | ”                                    |
|                        |       |                             |       | 05/19/00       |       | 4047898          |       | UCC      |       | Fleet Capital Corporation                 |
|                        |       |                             |       | 05/19/00       |       | 4047899          |       | UCC      |       | Fleet Capital Corporation                 |
|                        |       |                             |       | 06/27/03       |       | ”           |       | Amend    |       | ”                                    |
| ASAP Software Express, Inc. |       | New Jersey SOS                   |       | 11/01/99       |       | 1938710          |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                        |       |                             |       | 04/27/01       |       | 2038414          |       | UCC1     |       | Fleet Capital Corporation                 |
|                        |       |                             |       | 04/27/01       |       | 2038415          |       | UCC1     |       | Fleet Capital Corporation                 |

 

260

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| **Debtor  Name**            | ** ** | **Jurisdiction  Searched**          | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                         |
|-----------------------------|------------|-------------------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------------------|
|                        |       |                                |       | 04/27/01       |       | 2038416         |       | UCC1     |       | Fleet Capital Corporation                 |
| ASAP Software Express, Inc. |       | New York SOS                        |       | 11/01/99       |       | 219747          |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| ASAP Software Express, Inc. |       | New York County, NY County Clerk    |       | 11/04/99       |       | 99PN60129       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| ASAP Software Express, Inc. |       | North Carolina SOS                  |       | 05/26/00       |       | 20000054086     |       | UCC1     |       | Fleet Capital Corporation                 |
|                        |       |                                |       | 05/26/00       |       | 20000054087     |       | UCC1     |       | Fleet Capital Corporation                 |
|                        |       |                                |       | 05/26/00       |       | 20000054088     |       | UCC1     |       | Fleet Capital Corporation                 |
| ASAP Software Express, Inc. |       | Ohio SOS                            |       | 11/01/99       |       | AP0192629       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| ASAP Software Express, Inc. |       | Cuyahoga County, OH County Recorder |       | 11/01/99       |       | 199911019108    |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| ASAP Software Express, Inc. |       | Franklin County, OH County Recorder |       | 11/01/99       |       | 199911010273821 |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                        |       |                                |       | 12/11/03       |       | 97TX-05-008987  |       | JL       |       | Ohio State Department Taxation            |
| ASAP Software Express, Inc. |       | Hamilton County, OH County Recorder |       | 11/02/99       |       | 8110-1011       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| ASAP Software Express, Inc. |       | Texas SOS                           |       | 11/01/99       |       | 9900218668      |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| ASAP Software Express, Inc. |       | Washington SOS                      |       | 11/01/99       |       | 993050008       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| ASAP Software Express, Inc. |       | Wisconsin SOS                       |       | 11/01/99       |       | 07501895534     |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Buhrmann Silver US LLC      |       | Delaware SOS                        |       | 10/04/01       |       | 11165807        |       | UCC      |       | Bankers Trustee Company                   |
|                        |       |                                |       | 07/18/02       |       | ”          |       | Amend    |       | ”                                    |

 

261

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**             |
|----------------------------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------|
| Buhrmann US Holdings, Inc.                               |       | Delaware SOS               |       | 11/18/02       |       | 22898074        |       | UCC      |       | Deutsche Bank Trust Company   |
| CE Philadelphia Real Estate, Inc.                        |       |                       |       | 11/18/02       |       | 22898090        |       | UCC      |       | Deutsche Bank Trust Company   |
|                                                     |       |                       |       | 11/18/02       |       | 22898132        |       | UCC      |       | Deutsche Bank Trust Company   |
| CE Philadelphia Real Estate, Inc.                        |       | Colorado-SOS               |       | 03/15/01       |       | 20012020383     |       | UCC      |       | Bankers Trust Company         |
| Corporate Express Document & Print Management,  Inc. |       | Arkansas SOS               |       | 11/02/99       |       | 00-01214702     |       | UCC      |       | Bankers Trust Company         |
| Corporate Express Document & Print Management,  Inc. |       | Pulaski, AR                |       | 11/02/99       |       | 99086471        |       | UCC      |       | Bankers Trust Company         |
| Corporate Express Document & Print Management,  Inc. |       | California SOS             |       | 11/02/99       |       | 9930961109      |       | UCC      |       | Bankers Trust Company         |
|                                                     |       |                       |       | 02/18/00       |       | 0005360278      |       | UCC      |       | LaSalle Equipment LP          |
|                                                     |       |                       |       | 05/12/00       |       | 0013760230      |       | UCC      |       | LaSalle Equipment LP          |
|                                                     |       |                       |       | 06/26/00       |       | 0018060442      |       | UCC      |       | Wells Fargo Equipment Finance |
|                                                     |       |                       |       | 08/02/00       |       | 0021760360      |       | UCC      |       | LaSalle Equipment LP          |
|                                                     |       |                       |       | 08/22/00       |       | 0023660928      |       | UCC      |       | Heller Financial              |
| Corporate Express Document & Print                   |       | Delaware SOS               |       | 04/11/03       |       | 31063976        |       | UCC      |       | UPS Capital Corp.             |

 

262

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**             |
|----------------------------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------|
| Management, Inc.                                         |       |                       |       |           |       |            |       |     |       |                          |
| Corporate Express Document & Print Management,  Inc. |       | Illinois SOS               |       | 11/02/99       |       | 4117539         |       | UCC      |       | Bankers Trust Company         |
|                                                     |       |                       |       | 12/15/99       |       | 4132642         |       | UCC      |       | LaSalle Equipment LP          |
|                                                     |       |                       |       | 01/20/00       |       | ”          |       | Assgn    |       | Wells Fargo Equipment Finance |
|                                                     |       |                       |       | 05/19/00       |       | 4215145         |       | UCC      |       | Fleet Capital Corporation     |
|                                                     |       |                       |       | 05/12/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 05/19/00       |       | 4215146         |       | UCC      |       | Fleet Capital Corporation     |
|                                                     |       |                       |       | 05/12/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 05/19/00       |       | 4215147         |       | UCC      |       | Fleet Capital Corporation     |
|                                                     |       |                       |       | 05/12/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                        |
| Corporate Express Document & Print Management,  Inc. |       | Kansas SOS                 |       | 12/11/98       |       | 2513415         |       | UCC      |       | Fleet Capital Corpation       |
|                                                     |       |                       |       | 05/04/99       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 11/02/99       |       | 2967461         |       | UCC      |       | Bankers Trust Company         |
|                                                     |       |                       |       | 02/05/01       |       | ”          |       | Amend    |       | Fleet Capital Corpation       |
|                                                     |       |                       |       | 02/06/01       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 05/22/00       |       | 3639374         |       | UCC      |       | Fleet Capital Corpation       |

 

263

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**             |
|----------------------------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------|
|                                                     |       |                       |       | 07/09/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 05/22/00       |       | 3639408         |       | UCC      |       | Fleet Capital Corpation       |
|                                                     |       |                       |       | 07/09/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 05/22/00       |       | 3639424         |       | UCC      |       | Fleet Capital Corpation       |
|                                                     |       |                       |       | 07/09/03       |       | ”          |       | Amend    |       | ”                        |
|                                                     |       |                       |       | 06/22/03       |       | 3739208         |       | UCC      |       | Wells Fargo Equipment Finance |
|                                                     |       |                       |       | 08/24/00       |       | 3926722         |       | UCC      |       | Heller Financial              |
|                                                     |       |                       |       | 01/31/01       |       | 4397006         |       | UCC      |       | Fleet Capital Corpation       |
|                                                     |       |                       |       | 07/16/01       |       | 4950914*        |       | UCC      |       | Primesource Corporation       |
| Corporate Express Document & Print Management,  Inc. |       | Colorado-SOS               |       | 03/11/03       |       | 20032026474     |       | UCC      |       | UPS Capital Corporation       |
|                                                     |       |                       |       | 04/30/03       |       | 20032046260     |       | UCC      |       | UPS Capital Corporation       |
|                                                     |       |                       |       | 05/02/03       |       | 20032046988     |       | UCC      |       | UPS Capital Corporation       |
|                                                     |       |                       |       | 05/28/03       |       | 20032056465     |       | UCC      |       | UPS Capital Corporation       |
|                                                     |       |                       |       | 07/23/03       |       | 20032079850     |       | UCC      |       | UPS Capital Corporation       |
|                                                     |       |                       |       | 09/19/03       |       | 20032102792     |       | UCC      |       | UPS Capital Corporation       |
|                                                     |       |                       |       | 10/10/03       |       | 20032111005     |       | UCC      |       | UPS Capital Corporation       |
| Corporate Express Document & Print Management,  Inc. |       | Caddo, LA                  |       | 11/08/99       |       | 09-982181       |       | UCC      |       | Bankers Trust Company         |
| Corporate Express                                        |       | Massachusetts, SOS         |       | 11/02/99       |       | 99672013        |       | UCC      |       | Bankers Trust Company         |
|                                                          |            |                            |            |                |            |                 |            |          |            |                               |  |  |  |  |  |

 

264

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number**  | ** ** | **Type** | ** ** | **Secured Party**         |
|----------------------------------------------------------|------------|----------------------------|------------|----------------|------------|------------------|------------|----------|------------|---------------------------|
| Document & Print Management, Inc.                    |       |                       |       |           |       |             |       |     |       |                      |
| Corporate Express Document & Print Management,  Inc. |       | Norfolk, MA                |       |           |       |             |       |     |       | CLEAR                     |
| Corporate Express Document & Print Management,  Inc. |       | Needham, MA                |       | 11/02/99       |       | 368              |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Document & Print Management,  Inc. |       | Maryland SOS               |       | 03/27/00       |       | 0000000181040296 |       | UCC      |       | Bankers Trust Company     |
|                                                     |       |                       |       | 06/07/00       |       | 0000000181048572 |       | UCC      |       | Fleet Capital Corporation |
|                                                     |       |                       |       | 07/24/02       |       | ”           |       | Amend    |       | ”                    |
|                                                     |       |                       |       | 06/14/00       |       | 0000000181049467 |       | UCC      |       | Fleet Capital Corporation |
|                                                     |       |                       |       | 06/23/00       |       | 0000000181050648 |       | UCC      |       | Fleet Capital Corporation |
| Corporate Express Document & Print Management,  Inc. |       | Fulton, GA                 |       | 11/02/99       |       | 60-99-21176      |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Document & Print Management,  Inc. |       | Mississippi SOS            |       | 11/02/99       |       | 1376808          |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Document & Print                   |       | Hinds, MS                  |       | 11/02/99       |       | 381780           |       | UCC      |       | Bankers Trust Company     |

 

265

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type**   | ** ** | **Secured Party**     |
|----------------------------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|------------|------------|-----------------------|
| Management, Inc.                                         |       |                       |       |           |       |            |       |       |       |                  |
| Corporate Express Document & Print Management,  Inc. |       | Greene, MO                 |       | 11/02/99       |       | 005412          |       | UCC        |       | Bankers Trust Company |
| Corporate Express Document & Print Management,  Inc. |       | St. Louis City, MO         |       | 11/17/99       |       | 7306            |       | UCC        |       | Bankers Trust Company |
| Corporate Express Document & Print Management,  Inc. |       | St. Louis, MO              |       | 11/02/99       |       | 12281           |       | UCC        |       | Bankers Trust Company |
| Corporate Express Document & Print Management,  Inc. |       | Michigan SOS               |       | 11/02/99       |       | 08327C          |       | UCC        |       | Bankers Trust Company |
|                                                     |       |                       |       | 12/17/03       |       | ”          |       | Correction |       | ”                |
| Corporate Express Document & Print Management,  Inc. |       | Arizona SOS                |       | 11/02/99       |       | 1091308         |       | UCC        |       | Bankers Trust Company |
| Corporate Express Document & Print Management,  Inc. |       | Connecticut SOS            |       | 11/02/99       |       | 0001959074      |       | UCC        |       | Bankers Trust Company |
|                                                     |       |                       |       | 12/04/00       |       | 0002038531      |       | UCC        |       | LaSalle Equipment LP  |
| Corporate Express Document & Print                   |       | Iowa SOS                   |       | 11/02/99       |       | P053053         |       | UCC        |       | Bankers Trust Company |

 

266

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                     |
|----------------------------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|---------------------------------------|
| Management, Inc.                                         |       |                       |       |           |       |            |       |     |       |                                  |
| Corporate Express Document & Print Management,  Inc. |       | Minnesota SOS              |       | 11/02/99       |       | 2174744         |       | UCC      |       | Bankers Trust Company                 |
|                                                     |       |                       |       | 06/22/00       |       | 2238365         |       | UCC      |       | Wells Fargo Equipment Finance         |
| Corporate Express Document & Print Management,  Inc. |       | Missouri SOS               |       | 11/02/99       |       | 3089541         |       | UCC      |       | Bankers Trust Company                 |
|                                                     |       |                       |       | 05/19/00       |       | 4047897         |       | UCC      |       | Fleet Capital Corporation             |
|                                                     |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                                |
|                                                     |       |                       |       | 05/19/00       |       | 4047899         |       | UCC      |       | Fleet Capital Corporation             |
|                                                     |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                                |
| Corporate Express Document & Print Management,  Inc. |       | Nebraska SOS               |       | 11/12/99       |       | 9999909605      |       | UCC1     |       | LaSalle Equipment Limited Partnership |
|                                                     |       |                       |       | 11/24/99       |       | 9999919486      |       | UCC1     |       | LaSalle Equipment Limited Partnership |
|                                                     |       |                       |       | 12/13/99       |       | 9999932544      |       | UCC1     |       | LaSalle Systems Leasing               |
|                                                     |       |                       |       | 01/26/00       |       | ”          |       | Assign   |       | Wells Fargo Equipment Inc.            |
|                                                     |       |                       |       | 12/13/99       |       | 9999932545      |       | UCC1     |       | LaSalle Systems Leasing               |
|                                                     |       |                       |       | 01/26/00       |       | ”          |       | Assign   |       | Wells Fargo Equipment Finance, Inc    |
|                                                     |       |                       |       | 12/13/99       |       | 9999932546      |       | UCC1     |       | LaSalle Systems Leasing               |
|                                                     |       |                       |       | 01/26/00       |       | ”          |       | Assign   |       | Wells Fargo Equipment Finance, Inc    |
|                                                     |       |                       |       | 12/13/99       |       | 9999932547      |       | UCC1     |       | LaSalle Systems Leasing               |

 

267

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| **Debtor  Name** | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                                 |
|------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|---------------------------------------------------|
|             |       |                       |       | 01/26/00       |       | ”          |       | Assign   |       | Wells Fargo Equipment Finance, Inc                |
|             |       |                       |       | 01/26/00       |       | 9900018659      |       | UCC1     |       | Forsythe/McArthur Associates, Inc.                |
|             |       |                       |       | 02/22/00       |       | 9900027086      |       | UCC1     |       | LaSalle Equipment Limited Partnership             |
|             |       |                       |       | 03/31/00       |       | 9900040540      |       | UCC1     |       | LaSalle Equipment Limited Partnership             |
|             |       |                       |       | 05/15/00       |       | 9900054225      |       | UCC1     |       | LaSalle Equipment Limited Partnership             |
|             |       |                       |       | 05/19/00       |       | 9900056160      |       | UCC1     |       | Fleet Capital Corporation for itself and as agent |
|             |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                                            |
|             |       |                       |       | 05/19/00       |       | 9900056164      |       | UCC1     |       | Fleet Capital Corporation for itself and as agent |
|             |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                                            |
|             |       |                       |       | 05/19/00       |       | 9900056179      |       | UCC1     |       | Fleet Capital Corporation for itself and as agent |
|             |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                                            |
|             |       |                       |       | 05/22/00       |       | 9900056280      |       | UCC1     |       | LaSalle Equipment Limited Partnership             |
|             |       |                       |       | 06/23/00       |       | 9900065233      |       | UCC1     |       | Wells Fargo Equipment Finance, Inc                |
|             |       |                       |       | 08/04/00       |       | 9900073913      |       | UCC1     |       | LaSalle Equipment Limited Partnership             |
|             |       |                       |       | 08/04/00       |       | 9900073917      |       | UCC1     |       | LaSalle Equipment Limited Partnership             |
|             |       |                       |       | 01/05/01       |       | 9901106807      |       | UCC1     |       | Fleet Capital Corporation for itself and as agent |
|             |       |                       |       | 05/05/03       |       | ”          |       | Amend    |       | ”                                            |
|             |       |                       |       | 01/05/01       |       | 9901106810      |       | UCC1     |       | Fleet Capital Corporation for itself and as agent |
|             |       |                       |       | 05/05/03       |       | ”          |       | Amend    |       | ”                                            |
|             |       |                       |       | 06/25/01       |       | 9901151414      |       | UCC1     |       | LaSalle Systems Leasing                           |
|             |       |                       |       | 09/19/01       |       | 9901167244-5    |       | UCC1     |       | Bankers Trust Company as Collateral Agent         |
|             |       |                       |       | 09/19/01       |       | 9901167286-3    |       | UCC1     |       | Bankers Trust Company as Collateral Agent         |

 

268

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched**     | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                         |
|----------------------------------------------------------|------------|--------------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------------------|
|                                                     |       |                           |       | 11/16/01       |       | 9901178029-2    |       | UCC1     |       | LaSalle Systems Leasing                   |
|                                                     |       |                           |       | 11/16/01       |       | ”          |       | Assign   |       | LaSalle Equipment Limited Partnership     |
|                                                     |       |                           |       | 01/22/02       |       | 9902190403-4    |       | UCC1     |       | Fleet Capital Corporation                 |
|                                                     |       |                           |       | 03/13/02       |       | ”          |       | Assign   |       | General Electric Capital Corporation      |
|                                                     |       |                           |       | 02/12/03       |       | 9903257823-6    |       | UCC1     |       | UPS Capital Corporation                   |
|                                                     |       |                           |       | 05/05/03       |       | 9903273594-9    |       | UCC1     |       | Fleet Capital Corporation                 |
|                                                     |       |                           |       | 06/27/03       |       | 9903283139-7    |       | UCC1     |       | Fleet Capital Corporation                 |
| Corporate Express Document & Print Management,  Inc. |       | New Jersey SOS                 |       | 11/03/99       |       | 1938916         |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                                                     |       |                           |       | 05/12/00       |       | 1974443         |       | UCC1     |       | LaSalle Equipment Limited Partnership     |
| Corporate Express Document & Print Management,  Inc. |       | New Mexico SOS                 |       | 11/02/99       |       | 991102034       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                                                     |       |                           |       | 12/09/99       |       | ”          |       | Amend    |       | ”                                    |
| Corporate Express Document & Print Management,  Inc. |       | New York SOS                   |       | 11/02/99       |       | 220870          |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Nassau County, NY County Clerk |       | 11/04/99       |       | UC99-18002      |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print                   |       | North Carolina SOS             |       | 05/26/00       |       | 20000054086     |       | UCC1     |       | Fleet Capital Corporation                 |

 

269

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched**          | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                         |
|----------------------------------------------------------|------------|-------------------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------------------|
| Management, Inc.                                         |       |                                |       |           |       |            |       |     |       |                                      |
|                                                     |       |                                |       | 05/26/00       |       | 20000054087     |       | UCC1     |       | Fleet Capital Corporation                 |
|                                                     |       |                                |       | 05/26/00       |       | 20000054088     |       | UCC1     |       | Fleet Capital Corporation                 |
| Corporate Express Document & Print Management,  Inc. |       | Wake County, NC Recorder of Deeds   |       |           |       |            |       |     |       | CLEAR                                     |
| Corporate Express Document & Print Management,  Inc. |       | Ohio SOS                            |       | 11/02/99       |       | AP0192894       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Cuyahoga County, OH County Recorder |       | 11/02/99       |       | 199911029121    |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Mahoning County, OH County Recorder |       | 11/02/99       |       | 1999-7970       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Oklahoma County County Clerk        |       | 11/02/99       |       | N-7651          |       | UCC1     |       | Bankers Trust Company                     |
| Corporate Express Document & Print Management,  Inc. |       | Oregon SOS                          |       | 11/02/99       |       | 488251          |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                                                     |       |                                |       | 11/02/99       |       | 551791          |       | UCC1     |       | LaSalle Systems Leasing, Inc              |
| Corporate Express                                        |       | Franklin County, NC                 |       | 11/02/99       |       | 99-1081         |       | UCC1     |       | Bankers Trust Company as Collateral Agent |

 

270

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                         |
|----------------------------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------------------|
| Document & Print Management, Inc.                    |       | Recorder of Deeds          |       |           |       |            |       |     |       |                                      |
| Corporate Express Document & Print Management,  Inc. |       | Pennsylvania SOS           |       | 02/01/00       |       | 31231288        |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Chester County, PA         |       | 11/03/99       |       | ST993661        |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | South Dakota SOS           |       | 11/08/99       |       | 993121102372    |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Tennessee SOS              |       | 01/08/99       |       | 993001746       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                                                     |       |                       |       | 02/17/99       |       | ”          |       | Amend    |       | ”                                    |
|                                                     |       |                       |       | 03/22/00       |       | ”          |       | Amend    |       | ”                                    |
|                                                     |       |                       |       | 03/22/00       |       | 300017072       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Texas SOS                  |       | 11/03/99       |       | 9900220911      |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                                                     |       |                       |       | 11/10/99       |       | 9900226174      |       | UCC1     |       | LaSalle Systems Leasing, Inc              |
|                                                     |       |                       |       | 11/10/99       |       | ”          |       | Assign   |       | LaSalle Equipment Limited Partnership     |
|                                                     |       |                       |       | 05/19/00       |       | 0000201151      |       | UCC1     |       | LaSalle Systems Leasing, Inc              |

 

271

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| **Debtor  Name**                                         | ** ** | **Jurisdiction  Searched**                    | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                         |
|----------------------------------------------------------|------------|-----------------------------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-------------------------------------------|
|                                                     |       |                                          |       | 05/19/00       |       | ”          |       | Assign   |       | LaSalle Equipment Limited Partnership     |
|                                                     |       |                                          |       | 08/22/00       |       | 0000568289      |       | UCC1     |       | Forsythe/McArthur Associates, Inc.        |
|                                                     |       |                                          |       | 10/09/00       |       | ”          |       | Assign   |       | Heller Financial                          |
| Corporate Express Document & Print Management,  Inc. |       | Utah SOS                                      |       |           |       |            |       |     |       | CLEAR                                     |
| Corporate Express Document & Print Management,  Inc. |       | Virginia                                      |       | 11/02/99       |       | 9911027839      |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Hanover County, VA County Clerk               |       | 11/03/99       |       | 99-1136         |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
| Corporate Express Document & Print Management,  Inc. |       | Henrico County, VA Clerk of the Circuit Court |       | 11/02/99       |       | 99-2040         |       | UCC1     |       | General Electric Capital Corporation      |
| Corporate Express Document & Print Management,  Inc. |       | Washington SOS                                |       | 11/02/99       |       | 993060124       |       | UCC1     |       | Bankers Trust Company as Collateral Agent |
|                                                     |       |                                          |       | 12/09/99       |       | 993430032       |       | UCC1     |       | LaSalle Equipment Limited Partnership     |
|                                                     |       |                                          |       | 01/24/00       |       | ”          |       | Assign   |       | Wells Fargo Equipment Finance, Inc        |
| Corporate Express Document & Print Management,  Inc. |       | Wisconsin SOS                                 |       | 11/02/99       |       | 07501895802     |       | UCC1     |       | Bankers Trust Company as Collateral Agent |

 

272

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| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**              |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|--------------------------------|
| Corporate Express Office Products, Inc. |       | Alabama SOS                |       | 11/01/99       |       | 1999-45199      |       | UCC      |       | Bankers Trust Company          |
| Corporate Express Office Products, Inc. |       | Arkansas SOS               |       | 11/01/99       |       | 00-01214596     |       | UCC      |       | Bankers Trust Company          |
| Corporate Express Office Products, Inc. |       | Pulaski Co., AR            |       | 11/01/99       |       | 99086175        |       | UCC      |       | Bankers Trust Company          |
| Corporate Express Office Products, Inc. |       | Washington Co., AR         |       | 05/11/00       |       | 2000-1499       |       | UCC      |       | Bankers Trust Company          |
| Corporate Express Office Products, Inc. |       | California SOS             |       | 11/01/99       |       | 9930960474      |       | UCC      |       | Bankers Trust Company          |
|                                    |       |                       |       | 01/02/01       |       | 0100660695      |       | UCC      |       | Heller Financial Leasing, Inc. |
|                                    |       |                       |       | 03/02/01       |       | 0106460432      |       | UCC      |       | Heller Financial Leasing, Inc. |
|                                    |       |                       |       | 04/13/01       |       | 0110761113      |       | UCC      |       | Heller Financial Leasing, Inc. |
| Corporate Express Office Products, Inc. |       | Washington DC              |       | 05/17/01       |       | 2001045625      |       | UCC      |       | Bankers Trust Company          |
| Corporate Express Office Products, Inc. |       | Illinois SOS               |       | 11/02/99       |       | 4117538         |       | UCC      |       | Bankers Trust Company          |
|                                    |       |                       |       | 06/28/01       |       | ”          |       | Prel     |       | ”                         |
|                                    |       |                       |       | 05/19/00       |       | 4215145         |       | UCC      |       | Fleet Capital Corporation      |
|                                    |       |                       |       | 05/12/03       |       | ”          |       | Amend    |       | ”                         |
|                                    |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                         |
|                                    |       |                       |       | 05/19/00       |       | 4215146         |       | UCC      |       | Fleet Capital Corporation      |
|                                    |       |                       |       | 05/12/03       |       | ”          |       | Amend    |       | ”                         |

 

273

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| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**                |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|----------------------------------|
|                                    |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                           |
|                                    |       |                       |       | 05/19/00       |       | 4215147         |       | UCC      |       | Fleet Capital Corporation        |
|                                    |       |                       |       | 05/12/03       |       | ”          |       | Amend    |       | ”                           |
|                                    |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                           |
|                                    |       |                       |       | 04/13/01       |       | 4369942         |       | UCC      |       | Heller Financial Leasing, Inc.   |
|                                    |       |                       |       | 03/02/01       |       | 4348366         |       | UCC      |       | Heller Financial Leasing, Inc.   |
| Corporate Express Office Products, Inc. |       | Idaho SOS                  |       | 11/01/99       |       | B852070         |       | UCC      |       | Bankers Trust Company            |
|                                    |       |                       |       | 04/13/01       |       | B897541         |       | UCC      |       | Heller Financial Leasing, Inc.   |
| Corporate Express Office Products, Inc. |       | Indiana SOS                |       | 11/01/99       |       | 2287913         |       | UCC      |       | Bankers Trust Company            |
|                                    |       |                       |       | 11/03/99       |       | 2288114         |       | UCC      |       | Bankers Trust Company            |
| Corporate Express Office Products, Inc. |       | Kansas SOS                 |       | 11/01/99       |       | 2964096         |       | UCC      |       | Bankers Trust Company            |
|                                    |       |                       |       | 05/22/00       |       | 3639374         |       | UCC      |       | Fleet Capital Corpation          |
|                                    |       |                       |       | 07/09/03       |       | ”          |       | Amend    |       | ”                           |
|                                    |       |                       |       | 05/22/00       |       | 3639408         |       | UCC      |       | Fleet Capital Corpation          |
|                                    |       |                       |       | 07/09/03       |       | ”          |       | Amend    |       | ”                           |
|                                    |       |                       |       | 05/22/00       |       | 3639424         |       | UCC      |       | Fleet Capital Corpation          |
|                                    |       |                       |       | 07/09/03       |       | ”          |       | Amend    |       | ”                           |
|                                    |       |                       |       | 01/31/01       |       | 4397006         |       | UCC      |       | Fleet Capital Corpation          |
| Corporate Express                       |       | Colorado SOS               |       | 11/29/84       |       | 19872757413     |       | UCC      |       | Colorado National Bank of Denver |

 

274

----

 
| **Debtor  Name**      | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**         |
|-----------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|---------------------------|
| Office Products, Inc. |       |                       |       |           |       |            |       |     |       |                      |
|                  |       |                       |       | 04/24/86       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 04/24/86       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 05/15/89       |       | ”          |       | Rel      |       | ”                    |
|                  |       |                       |       | 10/13/89       |       | ”          |       | Cont     |       | ”                    |
|                  |       |                       |       | 03/02/90       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 10/21/91       |       | ”          |       | Rel      |       | ”                    |
|                  |       |                       |       | 11/23/94       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 11/23/94       |       | ”          |       | Cont     |       | ”                    |
|                  |       |                       |       | 11/23/94       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 06/22/95       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 12/18/97       |       | ”          |       | Cont     |       | ”                    |
|                  |       |                       |       | 07/22/98       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 08/17/98       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 01/02/01       |       | 20012000382     |       | UCC      |       | Heller Financial Leasing  |
|                  |       |                       |       | 03/02/01       |       | 20012016614     |       | UCC      |       | Heller Financial Leasing  |
|                  |       |                       |       | 04/13/01       |       | 20012028803     |       | UCC      |       | Heller Financial Leasing  |
|                  |       |                       |       | 05/25/01       |       | 20012041256     |       | UCC      |       | Fleet Capital Corporation |
|                  |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 05/25/01       |       | 20012041257     |       | UCC      |       | Fleet Capital Corporation |
|                  |       |                       |       | 06/27/01       |       | ”          |       | Amend    |       | ”                    |
|                  |       |                       |       | 05/25/01       |       | 20012041258     |       | UCC      |       | Fleet Capital Corporation |

 

275

----

 
| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**        |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|--------------------------|
|                                    |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                   |
|                                    |       |                       |       | 04/08/03       |       | 20032037176     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 04/23/03       |       | 20032043206     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 04/30/03       |       | 20032046259     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 05/28/03       |       | 20032056407     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 05/28/03       |       | 20032056464     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 07/08/03       |       | 20032073348     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 07/30/03       |       | 20032083212     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 09/02/03       |       | 20032095677     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 09/02/03       |       | 20032096111     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 10/13/03       |       | 20032111494     |       | UCC      |       | UPS Capital Corporation  |
|                                    |       |                       |       | 11/26/03       |       | 20032128522     |       | UCC      |       | UPS Capital Corporation  |
| Corporate Express Office Products, Inc. |       | Kentucky SOS               |       | 11/01/99       |       | 1999-1602202    |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Hopkins, KY                |       | 05/17/01       |       | 320214          |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Jefferson, KY              |       | 11/01/99       |       | 99-08372        |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Warren, KY                 |       | 05/18/01       |       | 129902          |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | E Baton Rouge, LA          |       | 11/03/99       |       | 1181256         |       | UCC      |       | Bankers Trust Company    |
|                                    |       |                       |       | 01/02/01       |       | 1207069         |       | UCC      |       | Heller Financial Leasing |

 

276

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| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number**  | ** ** | **Type** | ** ** | **Secured Party**         |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|------------------|------------|----------|------------|---------------------------|
| Corporate Express Office Products, Inc. |       | Massachusetts SOS          |       | 11/01/99       |       | 99671686         |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 11/02/99       |       | 99672011         |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Office Products, Inc. |       | Lawrence, MA               |       | 11/01/99       |       | 36526            |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Office Products, Inc. |       | Norfolk, MA                |       |           |       |             |       |     |       | CLEAR                     |
| Corporate Express Office Products, Inc. |       | Needham, MA                |       | 05/11/00       |       | 190              |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Office Products, Inc. |       | Maryland SOS               |       | 03/27/00       |       | 0000000181040295 |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 06/07/00       |       | 0000000181048572 |       | UCC      |       | Fleet Capital Corporation |
|                                    |       |                       |       | 07/24/02       |       | ”           |       | Amend    |       | ”                    |
|                                    |       |                       |       | 06/14/00       |       | 0000000181049467 |       | UCC      |       | Fleet Capital Corporation |
|                                    |       |                       |       | 06/23/00       |       | 0000000181050648 |       | UCC      |       | Fleet Capital Corporation |
|                                    |       |                       |       | 11/20/00       |       | 0000000181065842 |       | UCC      |       | Bay National Bank         |
|                                    |       |                       |       | 01/02/01       |       | 0000000181069687 |       | UCC      |       | Heller Financial Leasing  |
| Corporate Express Office Products, Inc. |       | Michigan SOS               |       | 11/01/99       |       | 08310C           |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 11/02/99       |       | 08329C           |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 03/02/01       |       | 22156C           |       | UCC      |       | Heller Financial Leasing  |
| Corporate Express                       |       | Sebastian, AR              |       | 05/17/01       |       | 01-537A&B    |       | UCC      |       | Bankers Trust Company     |

 

277

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| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**     |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|-----------------------|
| Office Products, Inc.                   |       |                       |       |           |       |            |       |     |       |                  |
| Corporate Express Office Products, Inc. |       | Essex, MA                  |       |           |       |            |       |     |       | CLEAR                 |
| Corporate Express Office Products, Inc. |       | Dekalb, GA                 |       | 05/12/00       |       | 044-2000-004187 |       | UCC      |       | Bankers Trust Company |
| Corporate Express Office Products, Inc. |       | Fulton, GA                 |       | 11/02/99       |       | 60-99-21178     |       | UCC      |       | Bankers Trust Company |
|                                    |       |                       |       | 03/02/01       |       | 60-01-4196      |       | UCC      |       | Heller Financial      |
|                                    |       |                       |       | 04/20/01       |       | 60-01-7408      |       | UCC      |       | Heller Financial      |
| Corporate Express Office Products, Inc. |       | Gwinnett, GA               |       | 05/11/00       |       | 67-00-5203      |       | UCC      |       | Bankers Trust Company |
| Corporate Express Office Products, Inc. |       | Mississippi SOS            |       | 11/01/99       |       | 1376581         |       | UCC      |       | Bankers Trust Company |
| Corporate Express Office Products, Inc. |       | Forrest, MS                |       | 05/17/01       |       | 94940           |       | UCC      |       | Bankers Trust Company |
| Corporate Express Office Products, Inc. |       | Lee, MS                    |       | 11/01/99       |       | 99-5347         |       | UCC      |       | Bankers Trust Company |
| Corporate Express Office Products, Inc. |       | Leflore, MS                |       | 05/17/01       |       | 01-0783         |       | UCC      |       | Bankers Trust Company |
| Corporate Express Office Products, Inc. |       | Lowndes, MS                |       | 05/17/01       |       | 130322          |       | UCC      |       | Bankers Trust Company |
| Corporate Express Office Products, Inc. |       | Rankin, MS                 |       | 05/17/01       |       | 01-000-1620     |       | UCC      |       | Bankers Trust Company |

 

278

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| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**        |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|--------------------------|
| Corporate Express Office Products, Inc. |       | Harrison, MS 1st District  |       | 05/17/01       |       | 002918          |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Jones, MS 2nd District     |       | 05/17/01       |       | 112,145         |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Boone, MO                  |       | 05/11/00       |       | 163645          |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Clay, MO                   |       | 11/01/99       |       | H170772         |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Cape Girardeau, MO         |       | 05/17/01       |       | 95192           |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Cole, MO                   |       | 11/03/99       |       | 19990956        |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Greene, MO                 |       | 05/11/00       |       | 002389          |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | Jackson, MO                |       | 11/03/99       |       | 1999J0416538    |       | UCC      |       | Bankers Trust Company    |
|                                    |       |                       |       | 04/16/01       |       | 2001J0433598    |       | UCC      |       | Heller Financial Leasing |
| Corporate Express Office Products, Inc. |       | Marion, MO                 |       | 05/17/01       |       | 047689          |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | St. Louis City, MO         |       | 11/01/99       |       | 06997           |       | UCC      |       | Bankers Trust Company    |
| Corporate Express Office Products, Inc. |       | St. Louis, MO              |       | 05/11/00       |       | 6137            |       | UCC      |       | Bankers Trust Company    |

 

279

----

 
| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**         |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|---------------------------|
| Corporate Express Office Products, Inc. |       | Arizona SOS                |       | 11/01/99       |       | 1090975         |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Office Products, Inc. |       | Connecticut SOS            |       | 11/01/99       |       | 0001958988      |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Office Products, Inc. |       | Florida SOS                |       | 11/01/99       |       | 990000248429    |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 03/02/01       |       | 200100046882    |       | UCC      |       | Heller Financial Leasing  |
| Corporate Express Office Products, Inc. |       | Iowa SOS                   |       | 05/11/00       |       | P103992         |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Office Products, Inc. |       | Maine SOS                  |       | 11/01/99       |       | 1990001339698   |       | UCC      |       | Bankers Trust Company     |
| Corporate Express Office Products, Inc. |       | Minnesota SOS              |       | 11/01/99       |       | 2174457         |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 11/02/99       |       | 2174741         |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 11/05/99       |       | 2175802         |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 01/02/01       |       | 2286477         |       | UCC      |       | Heller Financial Leasing  |
|                                    |       |                       |       | 04/13/01       |       | 2315581         |       | UCC      |       | Heller Financial Leasing  |
| Corporate Express Office Products, Inc. |       | Missouri SOS               |       | 11/02/99       |       | 3089544         |       | UCC      |       | Bankers Trust Company     |
|                                    |       |                       |       | 05/19/00       |       | 4047897         |       | UCC      |       | Fleet Capital Corporation |
|                                    |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                    |
|                                    |       |                       |       | 05/19/00       |       | 4047899         |       | UCC      |       | Fleet Capital Corporation |
|                                    |       |                       |       | 06/27/03       |       | ”          |       | Amend    |       | ”                    |

 

280

----

 
| **Debtor  Name**                        | ** ** | **Jurisdiction  Searched** | ** ** | **File  Date** | ** ** | **File Number** | ** ** | **Type** | ** ** | **Secured Party**        |
|-----------------------------------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------|------------|--------------------------|
|                                    |       |                       |       | 04/13/01       |       | 4153955         |       | UCC      |       | Heller Financial Leasing |
| Corporate Express Office Products, Inc. |       | Montana SOS                |       | 11/01/99       |       | 572981-00       |       | UCC      |       | Bankers Trust Company    |

 

###### **PART II - EXISTING INDEBTEDNESS**

 

**SECTION A**

 

***Third Party Existing Indebtedness***

 

**ExistingIndebtedness Buhrmann**

 
| **Borrower**              | ** ** | **Lender**                         | ** ** | **Description**          | ** ** | **Cur** | ** ** | **Balance*  30-Nov-03** |
|---------------------------|------------|------------------------------------|------------|--------------------------|------------|---------|------------|-------------------------|
| Buhrmann Europcenter N.V. |       | Wellenfoam                         |       | Lease Office             |       | EUR     |       | 243,101                 |
| Buhrmann UK Ltd           |       | M6 Loan Stock Holders              |       | Loan Stock Deed          |       | GBP     |       | 1,843,000               |
| Buhrmann US Inc.          |       | Deutsche Bank NY                   |       | Senior Subordinated Note |       | USD     |       | 350,000,000             |
| Buhrmann US Inc.          |       | Deutsche Bank NY                   |       | Term Loan A              |       | USD     |       | 102,362,206             |
| Buhrmann US Inc.          |       | Deutsche Bank NY                   |       | Term Loan A Eur          |       | EUR     |       | 207,614,505             |
| Buhrmann US Inc.          |       | Deutsche Bank NY                   |       | Term Loan B              |       | USD     |       | 262,168,796             |
| Buhrmann US Inc.          |       | Deutsche Bank NY                   |       | Term Loan B Eur          |       | EUR     |       | 43,912,877              |
| Buhrmann Silver US LLC    |       | Silver Funding                     |       | MTN Note                 |       | USD     |       | 85,000,000              |
| Burhmann Silver US LLC    |       | Silver Funding                     |       | MTN Note                 |       | USD     |       | 15,337,000              |
|                      |       |                               |       |                     |       |    |       |                    |
| CORPORATE EXPRESS         |       | Anne Arundel Developm. Corporation |       | Promissory note          |       | USD     |       | 86,467                  |

 

**SECTION B**

 

***Intercompany Existing Indebtedness***

 

**InHouseBankLoans Buhrmann Group**

 
| ** **                                | ** ** | ** **                | ** ** | ** **   | ** ** | **Balance***  |
|-------------------------------------------|------------|---------------------------|------------|--------------|------------|---------------|
| **Borrower**                              | ** ** | **Lender**                | ** ** | **Currency** | ** ** | **30-Nov-03** |
| Buhrmann Office Products Nederland B.V.   |       | Buhrmann Europcenter N.V. |       | EUR          |       | 1,548,021     |
| Buhrmann Office Products Nederland B.V.   |       | Buhrmann Europcenter N.V. |       | EUR          |       | -11,418,494   |
| Buhrmann Financiëringen BV           |       | Buhrmann Europcenter N.V. |       | EUR          |       | 285,764,471   |
| Buhrmann Financieringen Capital - account |       | Buhrmann Europcenter N.V. |       | EUR          |       | -340,732,143  |
| Buhrmann Fined BV                         |       | Buhrmann Europcenter N.V. |       | EUR          |       | 6,918,050     |
| Buhrmann II BV                            |       | Buhrmann Europcenter N.V. |       | EUR          |       | -494,429      |
| Buhrmann Nederland BV                     |       | Buhrmann Europcenter N.V. |       | EUR          |       | 2,363,929     |

 

281

----

 
| Buhrmann Nederland Holding BV            |   | Buhrmann Europcenter N.V.    |   | EUR    |   | -121,597,612   |
|------------------------------------------|--------|------------------------------|--------|--------|--------|----------------|
| Burhmann US inc.                         |   | Buhrmann Europcenter N.V.    |   | EUR    |   | -81,080,627    |
| Buhrmann Office Products Nederland B.V.  |   | Buhrmann Europcenter N.V.    |   | EUR    |   | 3,439,665      |
| Corporate Express Doc. Automatisering BV |   | Buhrmann Europcenter N.V.    |   | EUR    |   | -3,586,166     |
| Buhrmann Office Products Nederland B.V.  |   | Buhrmann Europcenter N.V.    |   | EUR    |   | 2,775,683      |
| Buhrmann Office Products Nederland B.V.  |   | Buhrmann Europcenter N.V.    |   | EUR    |   | -5,088,674     |
| Buhrmann Office Products Nederland B.V.  |   | Buhrmann Europcenter N.V.    |   | EUR    |   | 9,001,061      |
| Tetterode Nederland                      |   | Buhrmann Europcenter N.V.    |   | EUR    |   | 19,689,355     |
| Buhrmann US Inc.                         |   | Buhrmann Europcenter N.V.    |   | USD    |   | -13,437,799    |
|                                     |   |                         |   |   |   | 0              |
| Buhrmann International BV                |   | Buhrmann Financieringen B.V. |   | EUR    |   | 457,150,046    |
| Buhrmann NV                              |   | Buhrmann Financieringen B.V. |   | EUR    |   | -1,243,483,099 |
| Buhrmann NV                              |   | Buhrmann Financieringen B.V. |   | EUR    |   | 487,870,094    |
|                                     |   |                         |   |   |   | 0              |
| BT OP USA Corp.                          |   | Buhrmann US Inc              |   | USD    |   | 0              |
| BT OPI Holding US                        |   | Buhrmann US Inc              |   | USD    |   | 34,854,124     |
| Buhrmann Swaps Inc.                      |   | Buhrmann US Inc              |   | USD    |   | 91,092,465     |
| Buhrmann US Holdings Inc.                |   | Buhrmann US Inc              |   | USD    |   | 0              |
| Buhrmann Silver US LLC                   |   | Buhrmann US Inc              |   | USD    |   | -99,185,551    |
| Corporate Express Inc.                   |   | Buhrmann US Inc              |   | USD    |   | -20,599,820    |
|                                     |   |                         |   |   |   | 0              |
| Corporate Express Inc.                   |   | Buhrmann Silver US LLC       |   | USD    |   | 5,868,878      |

 
|                                                         |   |   |   |   |   |   |
|--------------------------------------------------------------|--------|--------|--------|--------|--------|--------|
| * (    ) reflects  amounts lended by borrower |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |

 

**IntercompanyLoans Buhrmann Group**

 
| **Borrower**                 | ** ** | **Lender**                      | ** ** | **Currency** | ** ** | **30-Nov-03** |
|------------------------------|------------|---------------------------------|------------|--------------|------------|---------------|
| BT OPI Holding               |       | Buhrmann International B.V      |       | USD          |       | 15,000,000    |
| BT OPI Holding               |       | Buhrmann International B.V      |       | USD          |       | 1,562,686,525 |
| Buhrmann Europcenter N.V.    |       | BTOPI Holding (US)              |       | USD          |       | 243,788,881   |
| Buhrmann Europcenter N.V.    |       | Buhrmann US Inc                 |       | USD          |       | 36,547,886    |
| Buhrmann Europcenter N.V.    |       | Buhrmann US Inc                 |       | USD          |       | 225,168,595   |
| Buhrmann Financieringen B.V. |       | Buhrmann N.V.                   |       | EUR          |       | 326,721,756   |
| Buhrmann Fined B.V.          |       | Buhrmann Europcenter N.V.       |       | EUR          |       | 173,000,000   |
| Buhrmann Fined B.V.          |       | Buhrmann Europcenter N.V.       |       | EUR          |       | 202,000,000   |
| Buhrmann Fined B.V.          |       | Buhrmann Europcenter N.V.       |       | EUR          |       | 18,000,000    |
| Buhrmann Fined B.V.          |       | Buhrmann Europcenter N.V.       |       | EUR          |       | 70,740,000    |
| Buhrmann Fined B.V.          |       | Buhrmann Europcenter N.V.       |       | EUR          |       | 225,168,595   |
| Buhrmann Fined B.V.          |       | Buhrmann Europcenter N.V.       |       | EUR          |       | 7,700,000     |
| Buhrmann Fined B.V.          |       | Buhrmann Europcenter N.V.       |       | EUR          |       | 35,000,000    |
| Buhrmann Fined B.V.          |       | Buhrmann Nederland Holding B.V. |       | EUR          |       | 158,823,076   |
| Buhrmann Fined B.V.          |       | Buhrmann II B.V.                |       | EUR          |       | 288,078,222   |
| Buhrmann Fined B.V.          |       | Buhrmann II B.V.                |       | EUR          |       | 460,000,000   |
| Buhrmann International B.V   |       | Buhrmann Financieringen B.V.    |       | EUR          |       | 499,158,238   |

 

282

----

 
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 18,151,209    |
|---------------------------------|--------|------------------------------|--------|-----|--------|---------------|
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 14,865,840    |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 5,847,364     |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 27,226,813    |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 2,521,073     |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 257,579       |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 800,667       |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 7,047,266     |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 32,265,956    |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 4,199,886     |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 257,579       |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 800,667       |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | EUR |   | 48,710,087    |
| Buhrmann International B.V      |   | Buhrmann Financieringen B.V. |   | GBP |   | 150,000,000   |
| Buhrmann International B.V.     |   | Buhrmann N.V.                |   | USD |   | 128,000,000   |
| Buhrmann Nederland Holding B.V. |   | Buhrmann Europcenter N.V.    |   | EUR |   | 16,000,000    |
| Buhrmann Nederland Holding B.V. |   | Buhrmann Europcenter N.V.    |   | EUR |   | 19,860,000    |
| Buhrmann Nederland Holding B.V. |   | Buhrmann Fined B.V.          |   | EUR |   | 45,378,022    |
| Buhrmann Nederland Holding B.V. |   | Buhrmann Fined B.V.          |   | EUR |   | 6,176,856     |
| Corporate Express Inc           |   | Buhrmann US Inc              |   | USD |   | 3,008,811,591 |
| Buhrmann International B.V.     |   | Buhrmann N.V.                |   | EUR |   | 117,649,684   |

 

**SECTION C**

 

***Existing Documentary Credits***

 

**as of November 30,2003**

 

 
| **L/C No.** | ** ** | **Current  US$ Total** | ** ** | **Effective  Date** | ** ** | **Expiration  Date** | ** ** | **Beneficiary Name & Address**                                                                                              | ** ** | **Phone**    | ** ** | **Business Unit**                  |
|-------------|------------|-----------------------------|------------|---------------------|------------|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|------------------------------------|
| S12650      |       | 107,259.00                  |       | 8/6/98              |       | 2/28/04              |       | City of Broomfield  ATTN: City Attorney  One Descombes Place  Broomfield, CO 80038                                              |       | 303-438-6300 |       | Corporate Express, Inc.            |
| S12656      |       | 1,950,167.00                |       | 8/11/98             |       | 2/28/04              |       | Lumbermens Mutual  Casualty et al Kemper Risk Management Services  ATTN: Dick Otto  One Kemper Drive  Long Grove, IL 60049-0001 |       | 626-369-7762 |       | CEX Holdings, Inc.                 |
| S12657      |       | 3,950,000.00                |       | 8/11/98             |       | 2/28/04              |       | Lumbermens Mutual  Casualty et al Kemper Risk Management Services  ATTN: Dick Otto  One Kemper Drive  Long Grove, IL 60049-0001 |       | 626-369-7762 |       | CEX Holdings, Inc.                 |
| S12700      |       | 5,375,000.00                |       | 9/10/98             |       | 12/15/04             |       | U.S. Bank N.A., Trustee  ATTN: William McMillan  P.O. Box 5168  Denver, CO 80217                                                |       | 303-585-4595 |       | Corporate Express  Office Products |

 

283

----

 
| **L/C No.** | ** ** | **Current  US$ Total** | ** ** | **Effective  Date** | ** ** | **Expiration  Date** | ** ** | **Beneficiary Name & Address**                                                                                            | ** ** | **Phone**    | ** ** | **Business Unit**                  |
|-------------|------------|-----------------------------|------------|---------------------|------------|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|------------------------------------|
| S13187      |       | 2,660,000.00                |       | 12/1/99             |       | 12/31/04             |       | Catellus Development  Corporation  ATTN: Asset Management  201 Mission Street  San Francisco, CA 94105                        |       | 630-872-5584 |       | BT Office Products  International  |
| S13315      |       | 1,265,813.00                |       | 3/8/00              |       | 3/22/04              |       | Travelers Indemnity  Company  One Tower Square — 10CR  Hartford, CT 06183                                                |       | 860-277-8112 |       | BT Office Products  International  |
| S13360      |       | 13,200,000.00               |       | 4/13/00             |       | 1/1/05               |       | Zurich American  Insurance Co.  ATTN: E. Hooks  Tower 2 – 9th Floor  1400 American Lane  Schaumburg, IL 60196-1056       |       | 847-605-6882 |       | Corporate Express  Office Products |
| S13363      |       | 52,000.00                   |       | 4/14/00             |       | 5/1/04               |       | Oire Ltd. Partnership  ATTN: Asset Management Dept.  10350 Bren Road East  Minnetonka, MN 55343                               |       | 952-656-4549 |       | Corporate Express  Office Products |
| S13640      |       | 395,104.50                  |       | 9/20/00             |       | 12/31/04             |       | 777 Sinatra Drive Corp.  C/o Hartz Mountain Industries  400 Plaza Drive  Secaucus, NJ 07094                                   |       | 201-348-1200 |       | Corporate Express  Office Products |
| S13929      |       | 387,240.00                  |       | 3/23/01             |       | 12/31/04             |       | Windemere 287  Associates  Helane A. Kipness, Esq.  Lasser, Hochman, LLC  75 Eisenhower Parkway  Roseland, NJ 07068           |       | 973-226-2700 |       | Corporate Express  Office Products |
| S14003      |       | 202,800.00                  |       | 5/22/01             |       | 5/22/04              |       | Genesco, Inc.  ATTN: Roger Sisson, Esq.  Suite 400  1415 Murfreesboro Road  Nashville, TN 37217                               |       | 615-367-7000 |       | Corporate Express  Office Products |
| S14328      |       | 30,000,000.00               |       | 10/8/01             |       | 10/8/04              |       | Deutsche Bank Trust  Company Americas  ATTN: Charles Ferris  60 Wall Street  New York, NY 10005                               |       | 212-250-1214 |       | Corporate Express, Inc.            |
| S14448      |       | 5,500,000.00                |       | 1/22/02             |       | 12/31/04             |       | St. Paul Fire &  Marine Insurance  ATTN: Collateral Management  Mail Code 104J  384 Washington Street  St. Paul MN, 55102 |       | 201-348-5302 |       | Corporate Express  Office Products |

 

284

----

 
| **L/C No.** | ** ** | **Current  US$ Total** | ** ** | **Effective  Date** | ** ** | **Expiration  Date** | ** ** | **Beneficiary Name & Address**                                                                | ** ** | **Phone**      | ** ** | **Business Unit**                  |
|-------------|------------|-----------------------------|------------|---------------------|------------|----------------------|------------|---------------------------------------------------------------------------------------------------|------------|----------------|------------|------------------------------------|
| S14642      |       | 400,000.00                  |       | 5/7/02              |       | 5/7/04               |       | 777 Sinatra Drive Corp.  c/o Hartz Mountain Industries, Inc.  400 Plaza Drive  Secaucus, NJ 07094 |       | 201-348-5302   |       | Corporate Express  Office Products |
| S15152      |       | 1,000,000.00                |       | 4/3/03              |       | 4/3/04               |       | Bank One, Wheaton, IL  Suite 2048  218 E. Wesley Avenue  Wheaton, IL 60187                        |       | 630-221-4407   |       | Corporate Express  Office Products |
| s15513      |       | 30,000,000.00               |       | 10/31/03            |       | 10/31/04             |       | Deutsche Bank AG  Amsterdam Branch  Herengracht 450-454  1017 CA Amsterdam  The Netherlands       |       | 31-20-555-4821 |       | Buhrmann NV                        |

 
| **L/C No.** | ** ** | **Current  EUR Total** | ** ** | **Effective  Date** | ** ** | **Expiration  Date** | ** ** | **Beneficiary Name & Address**                                                          | ** ** | **Phone**      | ** ** | **Business Unit** |
|-------------|------------|------------------------|------------|---------------------|------------|----------------------|------------|---------------------------------------------------------------------------------------------|------------|----------------|------------|-------------------|
| DBS  15150  |       | 10,000,000.00          |       | 10/31/03            |       | 12/31/04             |       | Deutsche Bank AG  Amsterdam Branch  Herengracht 450-454  1017 CA Amsterdam  The Netherlands |       | 31-20-555-4821 |       | Buhrmann NV       |
| DBS  15096  |       | 2,500,000.00           |       | 10/31/03            |       | 02/27/03             |       | Deutsche Bank AG  Amsterdam Branch  Herengracht 450-454  1017 CA Amsterdam  The Netherlands |       | 31-20-555-4821 |       | Buhrmann NV       |
| DBS  14970  |       | 663,520.00             |       | 10/31/03            |       | 08/31/04             |       | Deutsche Bank AG  Amsterdam Branch  Herengracht 450-454  1017 CA Amsterdam  The Netherlands |       | 31-20-555-4821 |       | Buhrmann NV       |
| DBS  15173  |       | 8,250,000              |       | 10/31/03            |       | 11/30/04             |       | Rabobank  Croeselaan 18  3521 CB Utrecht  The Netherlands                                   |       | 31-20-2162994  |       | Buhrmann NV       |
| DBS  15172  |       | 22,000,000.00          |       | 10/31/03            |       | 03/31/04             |       | ABN AMRO Bank  Gustav Mahlerlaan 10  P.O. Box 283  1000 EA Amsterdam  The Netherlands       |       | 31-20-6294075  |       | Buhrmann NV       |

 

###### **PART III - NON-GUARANTOR SUBSIDIARIES**

######  

**The Netherlands**

 
| Bitupa B.V.                    |
|--------------------------------|
|                           |
| Gelria  Kartonnagefabriek B.V. |

 

285

----

 
| Gerhard Loeber B.V.                           |
|-----------------------------------------------|
|                                          |
| RCN Holding B.V.                              |
|                                          |
| VRG Papier B.V.                               |
|                                          |
| Corporate Express Holding B.V.                |
|                                          |
| Distribel B.V.                                |
|                                          |
| Distriho B.V.                                 |
|                                          |
| Buhrmann-Tetterode  Nederland B.V.            |
|                                          |
| OBA-Almelo BV                                 |
|                                          |
| KNP Nederland  (Holding) B.V.                 |
|                                          |
| Ansic Nederland  B.V.                         |
|                                          |
| Papiermaatschappij  Amsterdam-West B.V.       |
|                                          |
| Buhrmann  Onroerend Goed B.V.                 |
|                                          |
| Case Consultancy B.V.                         |
|                                          |
| Verenigde  Bedrijven Rijam B.V.               |
|                                          |
| KNP Nederland  B.V.                           |
|                                          |
| Holbel B.V.                                   |
|                                          |
| KNP Verboom  B.V.                             |
|                                          |
| Buhrmann ISD  B.V.                            |
|                                          |
| Buhrmann  Insurances B.V.                     |
|                                          |
| Buhrmann  Stafdiensten B.V.                   |
|                                          |
| Desk B.V.                                     |
|                                          |
| KNP Bel 9 B.V.                                |
|                                          |
| KNP Bel 10 B.V.                               |
|                                          |
| KNP  Bel 12 B.V.                         |
|                                          |
| KNP Bel 13 B.V.                               |
|                                          |
| KNP  Bel 14 B.V.                         |
|                                          |
| Groothandel en  Distr. Centrum Van Lente B.V. |

 

286

----

 
| Buhrmann Finco  B.V.                   |
|----------------------------------------|
|                                   |
| Fianol 3 B.V.                          |
|                                   |
| Fianol 5 B.V.                          |
|                                   |
| Fianol 6 B.V.                          |
|                                   |
| KNP Leykam N.V.                        |
|                                   |
| KNP Leykam  International N.V.         |
|                                   |
| KNP BT Bel 5  B.V.                     |
|                                   |
| KNP BT Bel 7  B.V.                     |
|                                   |
| Exploitatiemaatschappij  BHK B.V.      |
|                                   |
| Exploitatiemaatschappij  Union B.V.    |
|                                   |
| BTI Hellas B.V.                        |
|                                   |
| Buhrmann Spain  Holding B.V.           |
|                                   |
| UKbel BV                               |
|                                   |
| Corporate  Express Europe Import B.V.  |
|                                   |
| Corporate  Express Europe B.V.         |
|                                   |
| Buhrmann Office  Products Austria B.V. |

 

 
| **Belgium,  France, Luxembourg**     |
|--------------------------------------|
| ** **                           |
| Buhrmann Silver  S.A.                |
|                                 |
| Rent-a-PC  S.P.R.L.                  |
|                                 |
| Corporate Express Belgium N.V.       |
|                                 |
| Plantin S.A.                         |
|                                 |
| Fingraf N.V.                         |
|                                 |
| 26eme Avenue SAS                     |
|                                 |
| SCI Siman                            |
|                                 |
| SCI Newtech                          |
|                                 |
| Buhrmann Luxembourg Finance S.A.R.L. |

 

287

----

 
| Buhrmann France S.A.        |
|-----------------------------|
|                        |
| FIMAF S.A.S.                |
|                        |
| Buhrmann ISD Groupe S.A.    |
|                        |
| Buhrmann ISD Services S.A.  |
|                        |
| Buhrmann ISD  S.A.          |
|                        |
| Buhrmann ISD  Star S.A.     |
|                        |
| ANFA SAS                    |
|                        |
| Loca Genas SCI              |
|                        |
| Eugene Hoffman  S.A.R.L.    |
|                        |
| Carpa Holding France S.N.C. |
|                        |
| ASAP Software  SAS          |

 

 
| **Germany**                                                            |
|------------------------------------------------------------------------|
| ** **                                                             |
| Corporate Express GmbH & Co.                                       |
|                                                                   |
| PSM Deutschland  GmbH                                                  |
|                                                                   |
| Buhrmann  Holding Verwaltungs GmbH                                     |
|                                                                   |
| Grundbesitzgesellschaft  burgerlichen Rechts Bobfingen                 |
|                                                                   |
| ECS Computer  Vertrieb GmbH                                            |
|                                                                   |
| Buhrmann Holding GmbH & Co. KG                                     |
|                                                                   |
| Buhrmann  Beteilgungen Deutschland GmbH                                |
|                                                                   |
| BVZ  Buroversorgungszentrum GmbH                                       |
|                                                                   |
| FSMA  Verwaltungs und Beteiligungs GmbH                                |
|                                                                   |
| Corporate  Express Verwaltungs GmbH                                    |
|                                                                   |
| Corporate Express Deutschland GmbH &  Co. Vertriebs KG             |
|                                                                   |
| Corporate Express Deutschland GmbH  (Stuttgart)                        |
|                                                                   |
| BVZ  Buroversorgungszentrum GmbH & Co. Handels und Dienstleistungs |

 

288

----

 
| **Austria and  Switzerland**                  |
|-----------------------------------------------|
| ** **                                    |
| Buhrmann Buro Beteiligungs GmbH               |
|                                          |
| Corporate Express GmbH & Co.              |
|                                          |
| PSM  Internationale Handels GmbH & Co. KG |
|                                          |
| PSM  Internationale Handels GmbH              |
|                                          |
| Corporate Express  Buroartikelhandel GmbH     |
|                                          |
| Corporate Express GmbH                        |
|                                          |
| AT2  Vermogensverwaltungs GmbH                |
|                                          |
| Oranda A.G.                                   |

 

 
| **UK & Ireland  (excluding dormant Corporate Express companies)** |
|-----------------------------------------------------------------------|
| ** **                                                            |
| Buhrmann UK  Ltd.                                                     |
|                                                                  |
| Copygraphic Ltd                                                       |
|                                                                  |
| Corporate Express Holdings Ltd                                        |
|                                                                  |
| Corporate Express (UK)                                                |
|                                                                  |
| UOS Holding                                                           |
|                                                                  |
| Universal Office Supplies                                             |
|                                                                  |
| Corporate Express LTd.                                                |
|                                                                  |
| Corporate Express (N.I.) Ltd                                          |
|                                                                  |
| Buhrmann UK Leasing Ltd.                                              |
|                                                                  |
| Buhrmann Financial Services Ltd.                                      |
|                                                                  |
| KNP BT 1989  Ltd.                                                     |
|                                                                  |
| Corporate Express Holding (Ireland) Ltd.                              |
|                                                                  |
| Glen C Office Supplies Ltd.                                           |
|                                                                  |
| T&D Norton (Office Equipment) Ltd                                 |
|                                                                  |
| Glenvara Design  Print Ltd.                                           |
|                                                                  |
| Polar Print  Ltd.                                                     |

 

289

----

 
| Buhrmann Ireland Ltd.               |
|-------------------------------------|
|                                |
| Corporate Express (Irl.) Ltd.       |
|                                |
| Universal Wave Office Supplies Ltd. |

 

 
| **Southern Europe**                              |
|--------------------------------------------------|
| ** **                                       |
| Buhrmann Spain Holding S.L.                      |
|                                             |
| Buhrmann Spain Holding S.L. y Compania,  S.C.    |
|                                             |
| Hartmann S.A.,  Macquinaria Artes Graficas       |
|                                             |
| Deltagraf S.A.                                   |
|                                             |
| Buhrmann -Tetterode International Hellas  A.E.E. |
|                                             |
| Buhrmann Italia  S.p.A.                          |
|                                             |
| Auxilia  Graphica S.r.L.                         |
|                                             |
| Macchingraf  S.p.A.                              |
|                                             |
| La Commerciale  Grafice SrL                      |
|                                             |
| Corporate Express S.p.A.                         |
|                                             |
| NPO S.p.A.                                       |
|                                             |
| NPO Consummabill S.p.A.                          |
|                                             |
| Agena Inforgal  S.A.                             |
|                                             |
| Inforgal Agena  SGPS.                            |
|                                             |
| Inforgal  Informatique e Gestao S.A.             |

 

 
| **Sweden,  Finland and Poland** |
|---------------------------------|
| ** **                      |
| BK PAP A.B.                     |
|                            |
| Nya Grafiska  Huset I Malmo AB  |
|                            |
| Finpapperspecialisten  AB-KH    |
|                            |
| Buhrmann Sweden  AB             |
|                            |
| Bjorsells  Syntranet AB         |

 

290

----

 
| Corporate Express Svenska A.B.      |
|-------------------------------------|
|                                |
| Bjorsells Cexp AB                   |
|                                |
| Bjorsells Corporate Express AB      |
|                                |
| Corporate Express Polska Ltd. Polen |
|                                |
| Corporate Express Oy AB (Finland)   |

 

 
| **Rest of the World**                      |
|--------------------------------------------|
| ** **                                 |
| Corporate Express Hungary Kereshedelmi Kft |
|                                       |
| Buhrmann Sweden  AB                        |
|                                       |
| Bjorsells  Syntranet AB                    |
|                                       |
| Corporate  Express Svenska AB              |
|                                       |
| Buhrmann  Antilliana N.V.                  |

 

 
| **USA,  Canada and Mexico**                                                         |
|-------------------------------------------------------------------------------------|
| ** **                                                                          |
| Buhrmann Silver US LLC                                                              |
|                                                                                |
| Corporate Express Canada, Inc.                                                      |
|                                                                                |
| Corporate Express Produits de Bureau,  Inc./Corporate Express Office Products, Inc. |
|                                                                                |
| Ida-Ben Ltd.                                                                        |

 

 
| **Australia/New  Zealand**                              |
|---------------------------------------------------------|
| ** **                                              |
| Corporate Express South Pacific Pty Ltd.                |
|                                                    |
| Corporate Express Holdings Australia Pty  Ltd.          |
|                                                    |
| Corporate Express Finance Australia Pty  Ltd.           |
|                                                    |
| Corporate Express Australia Ltd.                        |
|                                                    |
| CEI Pty Ltd.                                            |
|                                                    |
| Corporate Express Employee Share Plan  Company Pty Ltd. |
|                                                    |
| Corporate Express New Zealand Ltd                       |

 

291

----

 
| MacOffice Ltd             |
|---------------------------|
|                      |
| Restructure (Vic) Pty Ltd |
|                      |
| Paperco Trading Pty Ltd   |

 

 

###### **PART IV - EXISTING PROCEEDINGS**

######  

Various members of the Group are involved in various routine legalproceedings incidental to the conduct of its business.  Such members of the Group do not expect theselegal proceedings to have a Material Adverse Effect on its financial conditionor results of operations.

 

In June 2002, the German competition authorities (the *Bundeskartellamt* or “**BKA**”) launched an investigation against anumber of German paper merchants, among which was Deutsche Papier VertriebsGmbH, alleging a violation of anti-trust rules in Germany.  The potential maximum fine for the allegedviolation is EUR500,000 plus three times the surplusprofit resulting from the violation of the anti-trust rules.  The fine has not yet been imposed by the BKAand the investigation of the BKA is still ongoing.  A third party investigation into the allegedsurplus profit in a number of regions substantiated the position taken by theBuhrmann Group that there has been no or at the most a minor surplus profit inthe challenged period.  As the BKA hasrecently extended its investigation to more regions in Germany, it is at thisstage not possible to give an estimate of the potential exposure.  The Parent has given an indemnity toPaperlinX Ltd, the buyer of Paper Merchant Division, with respect to this case.

 

292

----

 

###### **PARTV - PLANS**

 
| 1.     |   | Corporate Express, a Buhrmann Company  Short-Term Disability (New York Employees)                                                                                                                                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                        |
| 2.     |   | Corporate Express, a Buhrmann Company  Short-Term Disability (New Jersey Employees)                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                        |
| 3.     |   | Corporate Express, a Buhrmann Company  Short-Term Disability (Restated January 1, 2003)                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                        |
| 4.     |   | Corporate Express, a Buhrmann Company  Business Travel Accident Insurance (Restated January 1, 2003)                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                        |
| 5.     |   | Corporate Express, a Buhrmann Company  Flexible Benefits Plan (Restated January 1, 2003)                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                        |
| 6.     |   | Corporate Express, Inc. Union 401(k)  Retirement Plan (Revised June 1, 2003)                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                        |
| 7.     |   | Corporate Express, Inc. 401(k) Retirement  Plan (Revised June 1, 2003)                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                        |
| 8.     |   | Corporate Express, a Buhrmann Company Cigna  Dental Health (CDH) (Restated January 1, 2003)                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                        |
| 9.     |   | Corporate Express, a Buhrmann Company Group  Dental Indemnity Plan (Restated January 1, 2003)                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                        |
| 10.    |   | Corporate Express, a Buhrmann Company Group  Dental PPO Plan (Restated January 1, 2003)                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                        |
| 11.    |   | Corporate Express, a Buhrmann Company  Medical and Vision Care Plan Comprehensive Plan (Out-of-Area) (Effective, January 1,  1995, Restated January 1, 2003)                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                        |
| 12.    |   | Corporate Express, a Buhrmann Company  Medical and Vision Care Plan Preferred Provider Organisation (PPO) PPO  Standard and PPO High Plans (PPO Standard Plan Effective January 1, 1995  PPO High Plan Effective January 1, 2000) (Restated January 1, 2003) |
|   |   |                                                                                                                                                                                                                                                                        |
| 13.    |   | Corporate Express, a Buhrmann Company  Medical and Vision Care Plan Exclusion Provider Plan (EPP) (Effective January 1,  1995 Restated January 1, 2003)                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                        |
| 14.    |   | Corporate Express, a Buhrmann Company Group  Benefit Plan                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                        |
| 15.    |   | Data Documents  Inc. Pension  Plan                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                        |
| 16.    |   | Data Documents  Inc. Pension Plan, Los Angeles, Bargaining  Unit                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                        |
| 17.    |   | Data Documents  Inc. Pension Plan, Denver Bargaining Unit                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                        |
| 18.    |   | Data Documents  Inc. Denver Bargaining Unit 401(k) Salary  Deferral Savings                                                                                                                                                                                                 |

 

293

----

 
|   |   | Plan.                                               |
|--------|--------|-----------------------------------------------------|
|   |   |                                                |
| 19.    |   | Corporate Express Inc., Deferred  Compensation Plan |

 

###### **PART VI - MATERIAL SUBSIDIARIES**

 
| **The Netherlands**                                      |
|----------------------------------------------------------|
| ** **                                               |
| Buhrmann II  B.V.                                        |
|                                                     |
| Buhrmann  Nederland B.V.                                 |
|                                                     |
| Buhrmann  Nederland Holding B.V.                         |
|                                                     |
| Buhrmann  International B.V.                             |
|                                                     |
|                                                     |
| **USA**                                                  |
| ** **                                               |
| BT OP USA Corp.                                          |
|                                                     |
| BTOPI Holding (US)                                       |
|                                                     |
| Buhrmann US Inc.                                         |
|                                                     |
| Corporate Express, Inc.                                  |
|                                                     |
| ASAP Software Express, Inc.                              |
|                                                     |
| Corporate Express Document & Print  Management, Inc. |
|                                                     |
| Corporate Express Office Products, Inc.                  |
|                                                     |
| Buhrmann Silver US LLC                                   |

 

 

###### **PART VII - EXISTING INVESTMENTS**

 

| **Investor**                 | ** ** | **Invested in**                                          | ** ** | **Description**                        |
|------------------------------|------------|----------------------------------------------------------|------------|----------------------------------------|
| Buhrmann International  B.V. |       | Papeleria el Guerrero de Nuevo Leon,   SA de CV (Mexico) |       | Investment in 15% of  shares           |
|                         |       |                                                     |       |                                   |
| Buhrmann International  B.V. |       | Oranda A.G.(Switzerland)                                 |       | Receivable on  non-consolidated entity |
|                         |       |                                                     |       |                                   |
| Buhrmann International  B.V. |       | Nigeria Notes(Nigeria)                                   |       | Notes issued by  Government of Nigeria |
|                         |       |                                                     |       |                                   |
| Corporate Express, Inc       |       | Faison Office Products  Company (United States)          |       | Investment in 45% of  shares           |

 

294

----

 

----

* None of theseinvestments represents a value of more than EUR 2,000,000.

 

295

----

 

##### **SCHEDULE 11**FORM OF L/C BANK ACCESSION CERTIFICATE

#####  

To:                              DeutscheBank AG London

 

cc:                                 Buhrmann N.V. and Buhrmann US Inc.

 

From:                  **[***L/C Bank***]**

 

Date:

 

Dear Sirs

 

**1.**                                      Werefer to the €730,000,000 senior facilities agreement (the “**Facilities Agreement**”) dated 23 December 2003and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, theparties named therein as Original Guarantors, Deutsche Bank AG London and ABNAMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AGLondon as Security Trustee and the financial and other institutions named in itas Lenders. Terms defined in the Facilities Agreement shall have the samemeaning in this notice.

 

**2.**                                      ThisL/C Bank Accession Certificate is delivered pursuant to Clause 5.11 (*Appointment and Change of L/C Bank*) of the FacilitiesAgreement.

 

**3.**                                      **[***Name of L/C Bank***]** undertakes, upon its becoming an L/C Bank, to performall the obligations expressed to be undertaken under the Facilities Agreementand the Finance Documents by an L/C Bank and agrees that it shall be bound bythe Facilities Agreement and the other Finance Documents in all respects as ifit had been an original party to it as an L/C Bank.

 

**4.**                                      **[***Name of L/C Bank***]**’s administrative details are as follows:

 

Address:

 

Fax No:

 

Contact:

 

**5.**                                      ThisL/C Bank Accession Certificate shall be governed by English law.

 

For and on behalf of

 

**[*****Name of L/C Bank*****]**

 

296

----

 

**SIGNATORIES**

 

**THE PARENTas Parent and as Original Guarantor**

 

| **EXECUTED**  as a **DEED** | )                    |
|-----------------------------|----------------------|
| by    C. BANGMA   | )                    |
| for and on behalf of        | )                    |
| **BUHRMANN N.V.**           | )                    |
| Address:                    | Hoogoorddreef 62     |
|                        | 1101 BE Amsterdam    |
|                        | P.O. Box 23456       |
|                        | 1100 DZ Amsterdam    |
|                        | The Netherlands      |
|                        |                 |
| Fax:                        | + 31 20 651 10 17    |
| Attention:                  | Mr K. Bangma         |
|                        |                 |
|                        |                 |
| **THE BORROWER**            |
|                        |                 |
| **EXECUTED**  as a **DEED** | )                    |
| by    C. BANGMA   | )                    |
|  (ATTORNEY IN FACT)    | )                    |
| for and on behalf of        | )                    |
| **BUHRMANN US INC.**        | )                    |
| ** **                  |                 |
| Address:                    | 1 Environmental Way  |
|                        | Broomfield, Colorado |
|                        | 80021-3416           |
|                        | United States        |
|                        |                 |
| Fax:                        | 303 664 3604         |
| Attention:                  | Nan Wilson           |
|                             |                      |  |

 

297

----

 

| **THE ORIGINAL GUARANTORS**     |                          |
|---------------------------------|-------------------------------|
| ** **                      |                          |
| **EXECUTED**  as a **DEED**     | )                             |
| by   C. BANGMA        | )                             |
|  (ATTORNEY IN FACT)        | )                             |
| for and on behalf of            | )                             |
| **ASAP SOFTWARE EXPRESS, INC.** | )                             |
|                            |                          |
| Address:                        | 850 Asbury Drive              |
|                            | Buffalo Grove                 |
|                            | Illinois 60089                |
|                            | United States                 |
|                            |                          |
| Fax:                            | +1 847 465 3277               |
| Attention:                      | Kim Stuart                    |
|                            |                          |
|                            |                          |
| **EXECUTED**  as a **DEED**     | )                             |
| by    C. BANGMA       | )                             |
|  (ATTORNEY IN FACT)        | )                             |
| for and on behalf of            | )                             |
| **BTOP USA CORP.**              | )                             |
| ** **                      |                          |
| Address:                        | Corporate Trust Center        |
| ** **                      | 1209 Orange Street            |
| ** **                      | Wilmington, DE 19801          |
| ** **                      |                          |
| ** **                      |                          |
| **EXECUTED**  as a **DEED**     | )                             |
| by    C. BANGMA       | )                             |
|  (ATTORNEY IN FACT)        | )                             |
| for and on behalf of            | )                             |
| **BTOPI HOLDING (U.S)**         | )                             |
| ** **                      |                          |
| Address:                        | Six Parkway North,  Suite 400 |
|                            | Deerfield, IL  60015-2544     |
|                                 |                               |  |

 

298

----

 
| **EXECUTED**  as a **DEED**      | )                      |   |
|----------------------------------|------------------------|--------|
| by    C. BANGMA        | )                      |   |
|  (ATTORNEY IN FACT)         | )                      |   |
| for and on behalf of             | )                      |   |
| **BUHRMANN SWAPS, INC.**         | )                      |   |
|                             |                   |   |
| Address:                         | 1 Environmental Way    |   |
|                             | Broomfield, Colorado   |   |
|                             | 80021-3416             |   |
|                             | United States          |   |
|                             |                   |   |
| Fax:                             | 303 664 3604           |   |
| Attention:                       | Nan Wilson             |   |
|                             |                   |   |
|                             |                   |   |
| **EXECUTED**  as a **DEED**      | )                      |   |
| by    C. BANGMA        | )                      |   |
|  (ATTORNEY IN FACT)         | )                      |   |
| for and on behalf of             | )                      |   |
| **CORPORATE EXPRESS DOCUMENT**   | )                      |   |
| **& PRINT MANAGEMENT, INC.** | )                      |   |
| ** **                       |                   |   |
| Address:                         | 4205 South 96th Street |   |
| ** **                       | Omaha                  |   |
| ** **                       | NE 68127               |   |
| ** **                       |                   |   |
| ** **                       |                   |   |
| **EXECUTED**  as a **DEED**      | )                      |   |
| by    C. BANGMA        | )                      |   |
|  (ATTORNEY IN FACT)         | )                      |   |
| for and on behalf of             | )                      |   |
| **CORPORATE EXPRESS OFFICE**     | )                      |   |
| **PRODUCTS, INC.**               | )                      |   |
| ** **                       |                   |   |
| Address:                         | 1 Environmental Way    |   |
|                             | Broomfield, Colorado   |   |
|                             | 80021-3416             |   |
|                             | United States          |   |
|                             |                   |   |
| Fax:                             | 303 664 3604           |   |
| Attention:                       | Nan Wilson             |   |
|                                  |                        |        |  |

 

299

----

 
| **EXECUTED**  as a **DEED**      | )                     |   |
|----------------------------------|-----------------------|--------|
| by    C. BANGMA        | )                     |   |
|  (ATTORNEY IN FACT)         | )                     |   |
| for and on behalf of             | )                     |   |
| **CE PHILADELPHIA REAL ESTATE,** | )                     |   |
| **INC.**                         | )                     |   |
| ** **                       |                  |   |
| Address:                         | 1 Environmental Way   |   |
| ** **                       | Broomfield, Colorado  |   |
| ** **                       | 80021-3416            |   |
| ** **                       | United States         |   |
| ** **                       |                  |   |
| Fax:                             | 303 664 3604          |   |
| Attention:                       | Nan Wilson            |   |
|                             |                  |   |
|                             |                  |   |
| **EXECUTED**  as a **DEED**      | )                     |   |
| by    C. BANGMA        | )                     |   |
|  (ATTORNEY IN FACT)         | )                     |   |
| for and on behalf of             | )                     |   |
| **CORPORATE EXPRESS**            | )                     |   |
| **PROMOTIONAL MARKETING, INC.**  | )                     |   |
| ** **                       |                  |   |
| Address:                         | 1400 North Price Road |   |
|                             | St. Louis             |   |
|                             | MO 63132              |   |
|                             |                  |   |
|                             |                  |   |
| **EXECUTED**  as a **DEED**      | )                     |   |
| by    C. BANGMA        | )                     |   |
|  (ATTORNEY IN FACT)         | )                     |   |
| for and on behalf of             | )                     |   |
| **CORPORATE EXPRESS REAL**       | )                     |   |
| **ESTATE, INC.**                 | )                     |   |
| ** **                       |                  |   |
| Address:                         | 1 Environmental Way   |   |
| ** **                       | Broomfield, Colorado  |   |
| ** **                       | 80021-3416            |   |
| ** **                       | United States         |   |
| ** **                       |                  |   |
| Fax:                             | 303 664 3604          |   |
| Attention:                       | Nan Wilson            |   |
|                                  |                       |        |  |

 

300

----

 
| **EXECUTED**  as a **DEED**     | )                       |   |
|---------------------------------|-------------------------|--------|
| by    C. BANGMA       | )                       |   |
|  (ATTORNEY IN FACT)        | )                       |   |
| for and on behalf of            | )                       |   |
| **CORPORATE EXPRESS OF TEXAS,** | )                       |   |
| **INC.**                        | )                       |   |
| ** **                      |                    |   |
| Address:                        | 6400 Hollister Road     |   |
| ** **                      | Houston                 |   |
| ** **                      | TX 77040                |   |
| ** **                      |                    |   |
| ** **                      |                    |   |
| **EXECUTED**  as a **DEED**     | )                       |   |
| by    C. BANGMA       | )                       |   |
|  (ATTORNEY IN FACT)        | )                       |   |
| for and on behalf of            | )                       |   |
| **CORPORATE EXPRESS, INC.**     | )                       |   |
| ** **                      |                    |   |
| Address:                        | 1 Environmental Way     |   |
|                            | Broomfield, Colorado    |   |
|                            | 80021-3416              |   |
|                            | United States           |   |
|                            |                    |   |
| Fax:                            | 303 664 3604            |   |
| Attention:                      | Nan Wilson              |   |
|                            |                    |   |
|                            |                    |   |
| **EXECUTED**  as a **DEED**     | )                       |   |
| by    C. BANGMA       | )                       |   |
|  (ATTORNEY IN FACT)        | )                       |   |
| for and on behalf of            | )                       |   |
| **LICENSE TECHNOLOGIES GROUP,** | )                       |   |
| **INC.**                        | )                       |   |
| ** **                      |                    |   |
| Address:                        | 850 Ashbury Street      |   |
| ** **                      | Buffalo Grove, IL 60099 |   |
| ** **                      |                    |   |
| ** **                      |                    |   |
| **EXECUTED**  as a **DEED**     | )                       |   |
| by    C. BANGMA       | )                       |   |
|  (ATTORNEY IN FACT)        | )                       |   |
| for and on behalf of            | )                       |   |
| **MOORE LABELS, INC.**          | )                       |   |
|                            |                    |   |
| Address:                        | 9909 West York St       |   |
|                            | Wichita, KS 67277       |   |
|                                 |                         |        |  |

 

301

----

 
| **EXECUTED** as a **DEED**       | )                 |   |
|----------------------------------|-------------------|--------|
| by    C. BANGMA        | )                 |   |
|  (AUTHORISED INDIVIDUAL)    | )                 |   |
| for and on behalf of             | )                 |   |
| **BUHRMANN FINANCIERINGEN B.V.** | )                 |   |
|                             |              |   |
| Address:                         | Hoogoorddreef 62  |   |
|                             | 1101 BE Amsterdam |   |
|                             | P.O. Box 23456    |   |
|                             | 1100 DZ Amsterdam |   |
|                             | The Netherlands   |   |
|                             |              |   |
| Fax:                             | + 31 20 651 10 17 |   |
| Attention:                       | Mr K. Bangma      |   |
|                             |              |   |
|                             |              |   |
| **EXECUTED**  as a **DEED**      | )                 |   |
| by    C. BANGMA        | )                 |   |
|  (AUTHORISED INDIVIDUAL)    | )                 |   |
| for and on behalf of             | )                 |   |
| **BUHRMANN FINED B.V.**          | )                 |   |
|                             |              |   |
| Address:                         | Hoogoorddreef 62  |   |
|                             | 1101 BE Amsterdam |   |
|                             | P.O. Box 23456    |   |
|                             | 1100 DZ Amsterdam |   |
|                             | The Netherlands   |   |
|                             |              |   |
| Fax:                             | + 31 20 651 10 17 |   |
| Attention:                       | Mr K. Bangma      |   |
|                             |              |   |
|                             |              |   |
| **EXECUTED**  as a **DEED**      | )                 |   |
| by    C. BANGMA        | )                 |   |
|  (AUTHORISED INDIVIDUAL)    | )                 |   |
| for and on behalf of             | )                 |   |
| **BUHRMANN II B.V.**             | )                 |   |
|                             |              |   |
| Address:                         | Hoogoorddreef 62  |   |
|                             | 1101 BE Amsterdam |   |
|                             | P.O. Box 23456    |   |
|                             | 1100 DZ Amsterdam |   |
|                             | The Netherlands   |   |
|                             |              |   |
| Fax:                             | + 31 20 651 10 17 |   |
| Attention:                       | Mr K. Bangma      |   |
|                                  |                   |        |  |

 

302

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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      |   |
|                                |              |   |
|                                |              |   |
| **EXECUTED**  as a **DEED**         | )                 |   |
| by    C. BANGMA           | )                 |   |
|  (AUTHORISED INDIVIDUAL)       | )                 |   |
| for and on behalf of                | )                 |   |
| **BUHRMANN NEDERLAND HOLDING B.V.** | )                 |   |
|                                |              |   |
| Address:                            | Hoogoorddreef 62  |   |
|                                | 1101 BE Amsterdam |   |
|                                | P.O. Box 23456    |   |
|                                | 1100 DZ Amsterdam |   |
|                                | The Netherlands   |   |
|                                |              |   |
| Fax:                                | + 31 20 651 10 17 |   |
| Attention:                          | Mr K. Bangma      |   |
|                                     |                   |        |  |

 

303

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| **EXECUTED**  as a **DEED**                  | )                  |   |
|----------------------------------------------|--------------------|--------|
| by    C. BANGMA                    | )                  |   |
|  (AUTHORISED INDIVIDUAL)                | )                  |   |
| for and on behalf of                         | )                  |   |
| **TETTERODE-NEDERLAND B.V.**                 | )                  |   |
|                                         |               |   |
| Address:                                     | Hoogoorddreef 62   |   |
|                                         | 1101 BE Amsterdam  |   |
|                                         | P.O. Box 23456     |   |
|                                         | 1100 DZ Amsterdam  |   |
|                                         | The Netherlands    |   |
|                                         |               |   |
| Fax:                                         | + 31 20 651 10 17  |   |
| Attention:                                   | Mr K. Bangma       |   |
|                                         |               |   |
|                                         |               |   |
| **EXECUTED**  as a **DEED**                  | )                  |   |
| by    C. BANGMA                    | )                  |   |
|  (AUTHORISED INDIVIDUAL)                | )                  |   |
| for and on behalf of                         | )                  |   |
| **VEENMAN B.V.**                             | )                  |   |
| **(formerly known a**s **Corporate Express** | )                  |   |
| **Document Automatisering B.V.)**            | )                  |   |
|                                         |               |   |
| Address:                                     | Hoogoorddreef 62   |   |
|                                         | 1101 BE Amsterdam  |   |
|                                         | P.O. Box 23456     |   |
|                                         | 1100 DZ Amsterdam  |   |
|                                         | The Netherlands    |   |
|                                         |               |   |
| Fax:                                         | + 31 20 651 10 17  |   |
| Attention:                                   | Mr K. Bangma       |   |
|                                         |               |   |
|                                         |               |   |
| **EXECUTED**  as a **DEED**                  | )                  |   |
| by    C. BANGMA                    | )                  |   |
|  (AUTHORISED INDIVIDUAL)                | )                  |   |
| for and on behalf of                         | )                  |   |
| **BUHRMANN OFFICE PRODUCTS**                 | )                  |   |
| **NEDERLAND B.V.**                           | )                  |   |
|                                         |               |   |
| Address:                                     | Rondebettweg 102   |   |
|                                         | 1329 BH Almere     |   |
|                                         | The Netherlands    |   |
|                                         |               |   |
| Fax:                                         | + 31 30 248 4104   |   |
| Attention:                                   | Mr J. van der Veer |   |
|                                              |                    |        |  |

 

304

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| **EXECUTED**  as a **DEED**       | )                             |   |
|-----------------------------------|-------------------------------|--------|
| by    C. BANGMA         | )                             |   |
|  (ATTORNEY IN FACT)          | )                             |   |
| for and on behalf of              | )                             |   |
| **BUHRMANN EUROPCENTER N.V.**     | )                             |   |
|                              |                          |   |
| Address:                          | Bodemstraat 11, bus 1         |   |
|                              | 3830 Wellen                   |   |
|                              | Belgium                       |   |
|                              |                          |   |
| Fax:                              | +32 11 37 6044                |   |
| Attention:                        | Mr F. Maurissen               |   |
|                              |                          |   |
|                              |                          |   |
| **EXECUTED** as a **DEED**        | )                             |   |
| by   C. BANGMA          | )                             |   |
|  (ATTORNEY IN FACT)          | )                             |   |
| for and on behalf of              | )                             |   |
| **BUHRMANN  LUXEMBOURG S.A.R.L.** | )                             |   |
|                              |                          |   |
| Address:                          | c/o Buhrmann Europcenter N.V. |   |
|                              | Bodemstraat 11                |   |
|                              | bus 1                         |   |
|                              | 3830 Wellen                   |   |
|                              | Belgium                       |   |
|                              |                          |   |
| Fax:                              | +32 11 37 6044                |   |
| Attention:                        | Mr. F Maurissen               |   |
|                                   |                               |        |  |

 

The provisions set out inClause 49 (*Jurisdiction*) arehereby 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 onjurisdiction and enforcement of judgments in civil and commercial matterssigned in Brussels on 27 September 1968.

 

Date 23 December 2003

 
| For and on behalf of              |                          |   |
|-----------------------------------|-------------------------------|--------|
| **BUHRMANN  LUXEMBOURG S.A.R.L.** |                          |   |
| By C BANGA                        |                          |   |
|  (ATTORNEY IN FACT)          |                          |   |
|                              |                          |   |
| Address:                          | c/o Buhrmann Europcenter N.V. |   |
|                              | Bodemstraat 11                |   |
|                              | bus 1                         |   |
|                              | 3830 Wellen                   |   |
|                              | Belgium                       |   |
|                              |                          |   |
| Fax:                              | +32 11 37 6044                |   |
| Attention:                        | Mr. F Maurissen               |   |
|                                   |                               |        |  |

 

305

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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 |

 

306

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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                          |   |
|                             |                                  |   |
|                             |                                  |   |
| **ABN AMRO BANK N.V.**           |                                  |   |
|                             |                                  |   |
| By:                              | ERWIN DE JONG                         |   |
|                             |                                  |   |
| By:                              | Frank L.D. NIVARD                     |   |
|                             |                                  |   |
| Address:                         | PO Box 283                            |   |
|                             | 1000 EA Amsterdam (PAC: KQ 6044)      |   |
|                             |                                  |   |
| Fax:                             | 31 20 383 1087                        |   |
| Email:                           | LOAN.SERVICING.CS.DESK@NL.ABNAMRO.COM |   |
| Attention:                       | Loan Servicing CS Desk                |   |
|                                  |                                       |        |  |

 

307

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**ING BANK N.V.**

 
| By:                                                           | F.J.J. BOUMANS                                                         |   |
|---------------------------------------------------------------|------------------------------------------------------------------------|--------|
|                                                          |                                                                   |   |
| By:                                                           | K.M. OVERWATER                                                         |   |
|                                                          |                                                                   |   |
| Address:                                                      | ING Bank Corporate  Clients                                            |   |
|                                                          | Bijlmerplein 888                                                       |   |
|                                                          | 1102 MG Amsterdam/The  Netherlands                                     |   |
|                                                          | PO Box 23496                                                           |   |
|                                                          | 1100 D2 Amsterdam/The  Netherlands                                     |   |
|                                                          |                                                                   |   |
| Fax:                                                          | +31 20 652 3894                                                        |   |
| E-mail:                                                       | corporate.clients.amsterdam@ingbank.nl                                 |   |
| Attention:                                                    | Mrs E.M. Klos-de Jong (Jacqueline)                                     |   |
|                                                          |                                                                   |   |
|                                                          |                                                                   |   |
| **FORTIS CAPITAL CORP.**                                      |                                                                   |
|                                                          |                                                                   |   |
| By:                                                           | EDDIE MATTHEWS                                                         |   |
|                                                          |                                                                   |   |
| By:                                                           | DOUGLAS RIAHI                                                          |   |
|                                                          |                                                                   |   |
| Address:                                                      | 3 Stamford Plaza                                                       |   |
|                                                          | 301 Tresser Boulevard                                                  |   |
|                                                          | 9th Floor                                                              |   |
|                                                          | Stamford, CT 06901-3239                                                |   |
|                                                          |                                                                   |   |
| Fax:                                                          | +1 (203) 705 5890                                                      |   |
| Email:                                                        | Stephen.suo@fortiscapitalusa.com  /  John.OConnor@fortiscapitalusa.com |
| Attention:                                                    | Stephen Suo / John O’Connor                                       |   |
|                                                          |                                                                   |   |
|                                                          |                                                                   |   |
| **COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.** |
|                                                          |                                                                   |   |
| By:                                                           | C. DE VRIES                                                            |   |
|                                                          |                                                                   |   |
| By:                                                           | H.E. VAN IMHOFF                                                        |   |
|                                                          |                                                                   |   |
| Address:                                                      | Croeselaan 18, 3521 CB                                                 |   |
|                                                          | Utrecht                                                                |   |
|                                                          |                                                                   |   |
| Fax:                                                          | +31 30 216 2946                                                        |   |
| Email :                                                  | FM.NL.URECHT.AGENCY@RABOBANK.COM                                       |   |
| Attention:                                                    | Agency Desk Nederland                                                  |   |

 

308

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| **U.S.  BANK, N.A.**       |                         |
|----------------------------|------------------------------|
|                       |                         |
| By:                        | JACOB PAYNE                  |
|                       |                         |
| Address:                   | 555 Southwest Oak            |
|                       | Portland, OR 97204           |
|                       |                         |
| Fax:                       | 503 275 8181                 |
| Email:                     | Maryjosie.butalid@usbank.com |
| Attention:                 | Josie Butalid                |
|                       |                         |
|                       |                         |
| **THE  BANK OF NEW YORK**  |
|                       |                         |
| By:                        | ELIZABETH T. YING            |
|                       |                         |
| Address:                   | The Bank of New York         |
|                       | One Wall St., 22nd  Floor    |
|                       | New York, NY 10005           |
|                       |                         |
| Fax:                       | (212) 635-6399 or 6877       |
| Attention:                 | Dawn Hertling                |
|                       |                         |
|                       |                         |
| **SCOTIABANK  EUROPE PLC** |
|                       |                         |
| By:                        | JAMIE STORROW                |
|                       |                         |
| Address:                   | Scotia House                 |
|                       | 33 Finsbury Square           |
|                       | London EC2A 1BB              |
|                       |                         |
| Fax:                       | +44 (0) 20 7826 5617         |
| Email:                     | lee_boden@scotiacapital.com  |
| Attention:                 | Lee Boden                    |

 

309

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**CREDIT INDUSTRIEL ET COMMERCIAL**

 
| By:                            | A DE GROMARD                            |
|--------------------------------|-----------------------------------------|
|                           |                                    |
| By:                            | PIERRE LATROBE                          |
|                           |                                    |
| Address:                       | CIC – Centre Administratif DGC-CEF |
|                           | 95091 Cergy Pontoise Cedex              |
|                           | France                                  |
|                           |                                    |
| Fax:                           | +33 1 45 96 49 44                       |
| Email:                         | merardan@cic.fr                         |
| Attention:                     | Annick Merard                           |
|                           |                                    |
|                           |                                    |
| **NATEXIS BANQUES POPULAIRES** |
|                           |                                    |
| By:                            | NICOLAS REGENT                          |
|                           |                                    |
| By:                            | ANNE ULRICH                             |
|                           |                                    |
| Address:                       | 1251 Avenue of the  Americas            |
|                           | 34th Floor                              |
|                           | New York, NY 10020                      |
|                           |                                    |
| Fax:                           | (212) 872-5160                          |
| Email:                         | connie.moy@nyc.nxbp.com                 |
| Attention:                     | Connie Moy                              |
|                           |                                    |
|                           |                                    |
| **NATIONAL  CITY BANK**        |
|                           |                                    |
| By:                            | MICHAEL MOOSE                           |
|                           |                                    |
| Address:                       | 1900 E 9th  Street                      |
|                           | Cleveland, Ohio 44114                   |
|                           |                                    |
| Fax:                           | +(1) 216 222 0003                       |
| Attention:                     | David Gregory                           |

 

310

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**RAIFFEISENZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT**

 
| By:                                               | BARBARA ERICSON-PEICHL                     |
|---------------------------------------------------|--------------------------------------------|
|                                              |                                       |
| By:                                               | BRIGITTE SCHUSTER                          |
|                                              |                                       |
| Address:                                          | Am Stadtpark 9                             |
|                                              | A-1030 Vienna                              |
|                                              |                                       |
| Fax:                                              | +43 1 71707 76 1558 (Ms. Stift)            |
|                                              | +43 1 71707 76 1219 (Ms. Fabian)           |
| Email:                                            | margit.stift@rzb.at/angelika.fabian@rzb.at |
| Attention:                                        | Ms. Margit Stift / Ms. Angelika Fabian     |
|                                              |                                       |
|                                              |                                       |
| **BANQUE LB LUX S.A.**                            |
|                                              |                                       |
| By:                                               | HERBERT WEYNAND                            |
|                                              |                                       |
| By:                                               | KERSTIN FRANZEN                            |
|                                              |                                       |
| Address:                                          | 3, rue Jean Monnet                         |
|                                              | L-2180 Luxembourg                          |
|                                              |                                       |
| Fax:                                              | 00 352 42434 3397                          |
| Email:                                            | alain/wenner@lblux.lu/                     |
|                                              | norma.plath@lblux.lu                       |
| Attention:                                        | Alain Wenner / Norma Plath                 |
|                                              |                                       |
|                                              |                                       |
| **NATIONAL  BANK OF EGYPT INTERNATIONAL LIMITED** |
|                                              |                                       |
| By:                                               | MARGARET BULL                              |
|                                              |                                       |
| By:                                               | AHMED A. MAKSOUD                           |
|                                              |                                       |
| Address:                                          | Credit Department                          |
|                                              | Trafalgar House                            |
|                                              | 11 Waterloo Place                          |
|                                              | London SW1Y 4AU                            |
|                                              |                                       |
| Fax:                                              | +44 (0) 20 7839  5311                      |
| Attention:                                        | Ms M Bull                                  |

 

311

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**BANK OFMONTREAL**

 
| By:                          | BRIAN L BANKE              |
|------------------------------|----------------------------|
|                         |                       |
| Address:                     | 115 South LaSalle Street   |
|                         | Chicago, IL 60603          |
|                         |                       |
| Fax:                         | 312 750 6061               |
| Email:                       | alicia.garcia@bmo.com      |
| Attention:                   | Alicia Garcia              |
|                         |                       |
|                         |                       |
| **L/C  BANK**                |                       |
|                         |                       |
| **DEUTSCHE  BANK AG LONDON** |
|                         |                       |
| By:                          | RICHARD MUNN               |
|                         |                       |
| By:                          | JASON BRUHL                |
|                         |                       |
| Address:                     | Winchester House           |
|                         | 1 Great  Winchester Street |
|                         | London EC2N 2DB            |
|                         |                       |
| Fax:                         | +44 20 7547 1306           |
| Attention:                   | David Ardron               |

 

312

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