EXHIBIT
4.17


 


CONFORMED
COPY


 




 





23
December 2003


 


€730,000,000


 


 


SENIOR FACILITIES AGREEMENT


 


Between

BUHRMANN
N.V.

as Parent


 


 


BUHRMANN
US INC.

as Borrower


 


 


THE
ORIGINAL GUARANTORS NAMED HEREIN

as Original Guarantors


 


 


DEUTSCHE BANK AG LONDON

ABN AMRO BANK N.V.

as Arrangers


 


DEUTSCHE
BANK AG LONDON

as Agent


 


DEUTSCHE BANK AG LONDON

as Security Trustee


 


 


and


 


THE LENDERS




 





 

















 





London


 


ii

















 


TABLE OF 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

  	
   

  



 


i

















 


	
  32.

  	
  SECURITY TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  
	
   

  	
   

  	
  PART I - FORM OF UTILISATION REQUEST  (TERM FACILITIES AND REVOLVING FACILITY)

  	
   

  
	
   

  	
   

  	
  PART II - FORM OF UTILISATION REQUEST (SWINGLINE
  FACILITY)

  	
   

  
	
   

  	
   

  	
  PART III - FORM OF INCREMENTAL TERM
  FACILITY COMMITMENT AGREEMENT

  	
   

  
	
   

  	
   

  	
  PART IV - FORM OF INCREMENTAL REVOLVING
  FACILITY COMMITMENT AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 5 SECURITY TRUSTEE PROVISIONS

  	
   

  
	
   

  	
   

  	
  PART I - SUPPLEMENTARY SECURITY TRUSTEE
  PROVISIONS

  	
   

  
	
   

  	
   

  	
  PART II - APPOINTMENT AND RETIREMENT OF
  SECURITY TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 6 ASSOCIATED COSTS RATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 7

  	
   

  
					



 


ii

















 


	
   

  	
   

  	
  PART I - FORM OF ACCESSION NOTICE

  	
   

  
	
   

  	
   

  	
  PART II - ACCESSION DOCUMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8

  	
   

  
	
   

  	
   

  	
  PART I - FORM OF AUDITORS’ CONFIRMATION

  	
   

  
	
   

  	
   

  	
  PART II - FORM OF DIRECTORS’ COMPLIANCE
  CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 9 GROUP STRUCTURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 10

  	
   

  
	
   

  	
   

  	
  PART I - EXISTING LIENS

  	
   

  
	
   

  	
   

  	
  PART II - EXISTING INDEBTEDNESS

  	
   

  
	
   

  	
   

  	
  PART III - NON-GUARANTOR SUBSIDIARIES

  	
   

  
	
   

  	
   

  	
  PART IV - EXISTING PROCEEDINGS

  	
   

  
	
   

  	
   

  	
  PART
  V - PLANS

  	
   

  
	
   

  	
   

  	
  PART VI - MATERIAL SUBSIDIARIES

  	
   

  
	
   

  	
   

  	
  PART VII - EXISTING INVESTMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 11 FORM OF L/C BANK ACCESSION
  CERTIFICATE

  	
   

  



 


iii

















 


THIS AGREEMENT is
dated 23 December 2003 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 (together with 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 and
on behalf of the Finance Parties, the “Agent”);


 


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


 


(7)           THE LENDERS (as defined below).


 


1.             DEFINITIONS AND INTERPRETATION


 


1.1          Definitions


 


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


 


“Acceding Guarantor”
means any member of the Group 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 of Part I of Schedule 7 (Form of Accession Notice).


 


“Act”  means the Companies Act 1985.


 


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


 


“Adjusted
Consolidated EBITDA” means, for any period, Consolidated EBITDA for
such period, adjusted by excluding therefrom (to the extent otherwise included
therein) any amounts attributable to CEAL and any of its Subsidiaries, so long
as CEAL is a Non-Wholly Owned Subsidiary.


 


“Adjusted
Consolidated Net Income” means, for any period, Consolidated Net
Income for such period plus, without duplication, the sum of the amount of all
net non-cash charges (including, without limitation, depreciation,
amortisation, deferred tax expense and non-cash interest expense) and net
non-cash losses which were included in arriving at Consolidated


 


1

















 


Net Income for such period, less the amount
of all net non-cash gains and non-cash credits which were included in arriving
at Consolidated Net Income for such period.


 


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


 


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


 


“Advance”  means, save as otherwise provided in this
Agreement, a Revolving Facility Advance, an A Facility Advance, a B1 Facility
Advance, a B2 Facility Advance, a Swingline Facility Advance or an Incremental
Term Facility Advance as the context may require.


 


“A Facility”  means the term loan facility granted to
the Borrower pursuant to Clause 2.1(c) (The Facilities).


 


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


 


“A Facility
Commitment”  means, in
relation to an A Facility Lender at any time, and save as otherwise provided in
this Agreement, the amount set opposite its name in the relevant column of
Section A of Part I of Schedule 1 (Lenders and Commitments) or
as specified in the Transfer Certificate pursuant to which such Lender becomes
a party to this Agreement.


 


“A Facility Lender”  means a person which:


 


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


 


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


 


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


 


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


 


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


 


“A Facility
Repayment Date” has the meaning ascribed to that term in Clause 10.1
(Repayment of A Facility Outstandings).


 


“Affiliate”
means, with respect to any person, any other person directly or indirectly
controlling (including, but not limited to, all directors and officers of such
person), controlled by, or under direct or indirect common control with, such
person.  A person shall be deemed to
control another person if such person possesses, directly or indirectly, the
power (a) to vote 10 per cent. or more of the securities having ordinary voting
power for the election of


 


2

















 


directors of such corporation or (b) to
direct or cause the direction of the management and policies of such other
person, whether through the ownership of voting securities, by contract or
otherwise, provided that neither the Agent nor any Lender (nor, in each case,
any affiliate thereof) shall be considered an Affiliate of the Parent or any
subsidiary thereof.


 


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


 


“Agent’s Spot Rate
of Exchange”  means, in
relation to two currencies, the Agent’s spot rate of exchange for the purchase
of the first-mentioned currency with the second-mentioned currency in the
London foreign exchange market at or about 11a.m. on a particular day.


 


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


 


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


 


“Applicable Currency”
means, for any Tranche of Incremental Term Facility Advances, the currency (in
euros or in an Optional Currency) for such Tranche designated in the
Incremental Term Facility Commitment Agreement for such Tranche.


 


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


 


“Applicable
Margin” means:


 


(a)           with respect to the A
Facility, the B Facilities and the Revolving Facility, the A Facility Margin,
the B Facilities Margin and the Revolving Facility Margin, respectively.  From and after each day of delivery of any
certificate delivered in accordance with the following sentence indicating an
entitlement to a different margin than the A Facility Margin, the B Facilities
Margin or the Revolving Facility Margin, as the context may require, (each, a “Start Date”) to and including the
applicable End Date described below, the Applicable Margin shall (subject to
any adjustment pursuant to the immediately succeeding paragraph) be that set
forth below opposite the Consolidated Leverage Ratio indicated to have been
achieved in any certificate delivered in accordance with the following
sentence: 


 


3

















 


	
  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 B Facilities

  	
   

  
	
  Greater than

  3.50:1.00

  	
   

  	
  2.500 per cent.

  	
   

  	
  1.500 per cent.

  	
   

  	
  2.750 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.

  	
   

  	
  2.750 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.

  	
   

  	
  2.500 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

  	
   

  	
  2.500 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than or equal to

  2.00:1.00

  	
   

  	
  1.500 per cent.

  	
   

  	
  0.500 per cent.

  	
   

  	
  2.500 per cent.

  	
   

  



 


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


 


4

















 


(b)           with respect to each Tranche
of the Incremental Term Facility Outstandings, that percentage set forth in, or
calculated in accordance with, Clause 7 (Uncommitted
Incremental Facilities) and the relevant Incremental Term Facility
Commitment Agreement provided that, if at any time, the Applicable Margin
relating to any Incremental Term Facility Outstandings exceeds by more than
0.50 per cent. the Applicable Margin relating to the B Facilities at such time,
the Applicable Margin relating to the B Facilities shall be automatically
increased to a percentage which is 0.50 per cent. below the Applicable Margin
relating to the Incremental Term Facility Outstandings.


 


“Asset  Sale” means any sale (including pursuant to
sale-leaseback transactions (other than a sale-leaseback transaction where the
Parent or any of its Subsidiaries played a primary financial role in the
development of the relevant asset)), transfer or other disposition by the
Parent or any of its Subsidiaries to any person other than the Parent or any
Wholly-Owned Subsidiary of the Parent of any asset or Property (including,
without limitation, any Equity Interests or other securities of another person,
but excluding the sale by the Parent of its own share capital) of the Parent or
such Subsidiary other than (a) sales, transfers or other dispositions of
inventory made in the ordinary course of business, (b) sales, transfers or
other dispositions of assets pursuant to paragraphs (c)(i) (obsolete equipment), (f) (inventory), (g) (overdue receivables) and (h) (condemned property) of Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets,
etc.), (c) sales or liquidations of Cash Equivalents, (d) sales of
Receivables Facility Assets pursuant to any Permitted Receivables Transaction,
(e) operating leases or subleases of any property by the Parent and its
Subsidiaries in the ordinary course of business, (f) the licensing of
intellectual property in the ordinary course of business, (g) any Sale In Lieu
of Liquidation and (h) any single sale of assets (or series of related sales of
assets) which generates Net Sale Proceeds of less than €250,000 (or its
equivalent in other currencies).


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


less the Euro Amount of its share of the 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 Facility Lender, at any time and save as otherwise provided
in this Agreement, its B2 Facility Commitment at such time adjusted to take
account of:


 


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


 


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


 


less the Euro Amount of its share of the 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 Revolving Facility
Commitment, its Available Term Facility Commitments and, subject to Clause 7 (Uncommitted Incremental Facilities) and
the relevant Incremental Facility Commitment Agreement, its Available
Incremental Term Facility Commitment or, in the context of a particular
Facility, its Available A Facility Commitment, its Available B1 Facility
Commitment, its Available B2 Facility Commitment, its Available Revolving
Facility Commitment, or its Available Incremental Term Facility Commitment, as
the context may require.


 


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


 


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


 


6

















 


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


 


(b)           in the
case of any proposed Advance, the Euro Amount of any Incremental Term Facility
Advance which, pursuant to any other Incremental Term Facility Commitment
Agreement is to be made on or before the proposed Utilisation Date,


 


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


 


“Available Liquidity”
means, at any time, an amount equal to the Available Revolving Facility.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Available Swingline Facility Commitment”  means, in relation to a Swingline Facility
Lender, at any time and save as otherwise provided in this Agreement the lesser
of:


 


(a)           its Available Revolving Facility
Commitment; and


 


(b)           its Swingline Facility Commitment, adjusted
to take account of:


 


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


 


(ii)           in
the case of any proposed Utilisation, the Euro Amount of (A) any Swingline
Facility Advance which pursuant to any other Utilisation Request is to be


 


7

















 


made and (B) any Swingline Facility Advance
which is due to be repaid, in each case, on or before the proposed Utilisation
Date,


 


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


 


provided always
that such amount shall not be less than zero.


 


“Available Term
Facility Commitment”  means,
in relation to a Lender, the aggregate amount of its Available A Facility
Commitment, its Available B1 Facility Commitment and its Available B2 Facility
Commitment.


 


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


 


“B Facilities”
means the B1 Facility and the B2 Facility and “B Facility” means any of them as the context may require from
time to time.


 


“B Facilities Margin”  means, in relation to the B Facility
Advances, 2.75  per
cent. per annum.


 


“B Facilities
Repayment Date” has the meaning ascribed to it in Clause 10.2 (Repayment of B Facility Outstandings).


 


“B Facility Advances”
means the B1 Facility Advances 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 Facility Lenders and the B2 Facility Lenders and “B Facility
Lender” means any of them as the context may require from time to time.


 


“B Facility
Outstandings” means the B1 Facility Outstandings and the B2 Facility
Outstandings.


 


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


 


“B1 Facility Advance”  means an advance (as from time to time
reduced by repayment) made or to be made by the B1 Facility Lenders under the
B1 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 Lender at any time, and save as otherwise provided in
this Agreement, the amount set opposite its name in the relevant column of
Section A of Part I of Schedule 1 (Lenders and Commitments) or
as specified in the Transfer Certificate pursuant to which such Lender becomes
a party to this Agreement.


 


“B1 Facility Lender”  means a person which:


 


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


 


8

















 


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


 


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


 


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


 


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


 


“B2 Facility Advance”  means an advance (as from time to time
reduced by repayment) made or to be made by the B2 Facility Lenders under the
B2 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 Lender at any time, and save as otherwise provided in
this Agreement, the amount set opposite its name in the relevant column of
Section A of Part I of Schedule 1 (Lenders and Commitments) or
as specified in the Transfer Certificate pursuant to which such Lender becomes
a party to this Agreement.


 


“B2 Facility Lender”  means a person which:


 


(a)           is
named opposite the column relating to the 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 in accordance with the provisions of Clause 39
(Assignments
and Transfers),


 


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


 


“B2 Facility
Outstandings” means, at any time, the aggregate principal amount of
the B2 Facility Advances outstanding under this 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 the parties as set out in Part II of Schedule 1 (Original Guarantors) named as Belgian
Guarantors and any Acceding Guarantor incorporated in the Kingdom of Belgium.


 


“Beneficiary”  means, in relation to a Documentary
Credit, the beneficiary of it.


 


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


 


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


 


9

















 


exceeds:


 


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


 


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


 


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


 


(ii)           an
Optional Currency, banks generally are open for business in the principal
financial centre of the country of such Optional Currency.


 


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


 


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


 


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


 


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


 


“Cash Equivalents”
means:


 


(a)       Cash;


 


(b)       securities issued or directly
fully guaranteed or insured by the governments of the United States, The
Netherlands, the United Kingdom, France, Switzerland, Germany or Australia or
any agency or instrumentality thereof (provided that the full faith and credit
of the respective such government is pledged in support thereof) having
maturities of not more than six months from the date of acquisition;


 


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


 


10

















 


(d)       repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in (b) and (c) above entered into with any financial institution
meeting the qualifications specified in (c) above; and


 


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


 


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


 


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


 


“CEAL Exception
Conditions” means, in relation to the CEAL Group at any time:


 


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


 


(b)           no
member of the CEAL Group has incurred any Indebtedness which directly or indirectly
guarantees or supports any obligation of the Group (other than members of the
CEAL Group).


 


“CEAL
Group” means CEAL and its Subsidiaries.


 


“CEXP”
means Corporate Express, Inc., a Colorado Corporation.


 


“Change of Control”
means:


 


(a)       any person or “group” (within
the meaning of Sections 13(d) and 14(d) under the Securities Exchange Act, as
in effect on the Effective Date), other than as a result of the ownership of
Parent Preference Shares A and Parent Preference Shares B by the respective
Permitted Holders thereof, shall (i) have acquired beneficial ownership of 35
per cent. or more on a fully diluted basis of the voting and/or economic
interest in the Parent’s share capital or (ii) obtained the power (whether or
not exercised) to elect a majority of the Parent’s directors;


 


(b)       the board of directors of the
Parent shall cease to consist of a majority of Continuing Directors;


 


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


 


(d)       the Parent shall at any time
cease to own beneficially and of record, directly or indirectly through one or
more Wholly-Owned Subsidiaries of the Parent, free and clear of all Liens
(other than those created pursuant to the Finance Documents), other


 


11

















 


encumbrances, or voting
agreements, restrictions or trusts of any kind, 100 per cent. of the
outstanding Equity Interests of the Borrower on a fully diluted basis and
shares representing the right to elect a majority of the directors of the
Borrower.


 


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


 


“Collateral”
means all property (whether real or personal, movable or immovable) with
respect to which any security interests have been granted (or purported to be
granted) pursuant to any Security Document (including any Additional Security
Document).


 


“Commitment”  means, in relation to a Lender, its A
Facility Commitment, its B1 Facility Commitment, B2 Facility Commitment, its
Revolving Facility Commitment, its Swingline Facility Commitment and/or,
subject to Clause 7 (Uncommitted Incremental
Facilities) its Incremental Revolving Facility Commitment and/or its
Incremental Term Facility Commitment, as the context may require.


 


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


 


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


 


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


 


“Consolidated
Current Liabilities” means, at any time, the consolidated current
liabilities of the Parent and its Consolidated Subsidiaries at such time, but
excluding (i) the current portion of any Indebtedness under this Agreement, of
any Permitted Receivables Transaction Indebtedness and of any other long-term
Indebtedness which would otherwise be included therein, (ii) accrued but unpaid
interest with respect to the Indebtedness and (iii) the current portion of Indebtedness
constituting Capitalised Lease Obligations.


 


“Consolidated EBITDA”
means, for any applicable computation period, Consolidated Net Income for such
period from continuing operations, notwithstanding that same may not constitute
continuing operations plus, in each case to the extent deducted in determining
Consolidated Net Income for such period, (a) taxes accrued during such period,
plus (b) interest expense accrued during such period, plus (c) amortisation and
depreciation expenses for such period.  Such calculation
shall exclude the effect on such Consolidated Net Income of:


 


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


 


12

















 


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


 


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


 


(iv)          any
non-cash pre-acquisition write-offs or similar charges incurred by a person
acquired pursuant to a Permitted Acquisition that as the result of a pooling of
interest are included in the Parent’s consolidated financial statements for the
period;


 


(v)           any
non-cash write-offs or similar non-cash charges which are recorded following a
Permitted Acquisition in the Parent’s consolidated financial statements with
respect to an acquired person’s assets to the extent such amounts were
accounted for in the first twelve months following the date such acquisition
was consummated;


 


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


 


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


 


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


 


(ix)           one-time
charges (including, without limitation, restructuring charges and any upfront
fees related to these Facilities, the refinancing of the Senior Subordinated
Notes and the issue of the Senior Subordinated Convertible Bonds) occurring
during such period to the extent not already included above; and


 


(x)            for
the fiscal year ended 31 December 2003 only any cash extraordinary and/or
exceptional gains or losses,


 


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


 


“Consolidated
EBITDAR” means, for any period, Consolidated EBITDA for such period,
adjusted by adding thereto the amount of all rent and lease expense included as
a component of Consolidated Fixed Charges for such period pursuant to
sub-paragraph (ii) of the definition thereof and which was deducted in arriving
at Consolidated Net Income (and not already added back in determining
Consolidated EBITDA) for such period.


 


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


 


“Consolidated Fixed
Charges” means, for any period, the sum, without duplication, of
(i) Consolidated Interest Expense for such period, (ii) the amount of
all rent expense of, and lease payments expensed by, the Parent and its
Subsidiaries with respect to Real Property (including land, buildings,
improvements and fixtures, including Leaseholds) and vehicles, determined on a
consolidated basis for such period, (iii) the amount of all Capital
Expenditures made by the Parent and its Subsidiaries determined on a
consolidated basis for


 


13

















 


such period (other than Capital 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 of share capital of the Parent)
actually paid by the Parent in relation to the Parent Preference Shares A and
the Parent Common Stock during such period and (v) the scheduled principal
amount of all amortisation payments with respect to the Term Facilities for
such period (as determined on the first day of the respective period).


 


“Consolidated
Indebtedness” means, as at any date of determination, the aggregate
stated balance sheet amount of all Indebtedness of the Parent and its
Subsidiaries (excluding (i) all Contingent Obligations other than Contingent
Obligations which are required, in accordance with GAAP, to be reflected on the
consolidated balance sheet of the Parent and its Subsidiaries and (ii)
obligations under any Hedging Agreements and Other Hedging Agreements or other
similar types of agreements) on a consolidated basis as determined in
accordance with GAAP, provided that notwithstanding any contrary treatment
pursuant to GAAP, (a) the aggregate amount of guarantees or letters of credit
issued in support of Indebtedness of persons which are not Subsidiaries of the
Parent shall at all times be included as a component of Consolidated
Indebtedness and (b) the amount of Permitted Receivables Transaction
Outstandings at any time shall be included as a component of Consolidated
Indebtedness.


 


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


 


“Consolidated
Interest Expense” means, for any period, the total consolidated
interest expense of the Parent and its Consolidated Subsidiaries for such
period plus, without duplication, that portion of Capitalised Lease Obligations
of the Parent and its Consolidated Subsidiaries representing the interest
factor for such period excluding (to the extent included in total consolidated
interest expense) upfront fees relating to these Facilities or the refinancing
of the Senior Subordinated Notes.  Notwithstanding
anything to the contrary contained above, to the extent Consolidated Interest
Expense for any period does not already include all Receivables Facility
Financing Costs for such period, the amount of such Receivables Facility
Financing Costs shall be added to (and form part of) Consolidated Interest
Expense.  Notwithstanding anything to
the contrary contained above, to the extent any Test Period begins before the
Initial Borrowing Date, Consolidated Interest Expense as calculated above for
each such period shall instead be deemed to be for a period as set out in
column 1 below and for an amount equal to the product of such number of times
as set out in column 2 below and the Consolidated Interest Expense as
calculated above.


 


	
  Column 1 -
  Deemed Test Period

  	
   

  	
  Column
  2 – Multiplier

  	
   

  
	
  For the period beginning on 1 January 2004 and
  ending on 31 March 2004.

  	
   

  	
  4

  	
   

  
	
  For the period beginning on 1 January 2004 and
  ending on 30 June 2004.

  	
   

  	
  2

  	
   

  
	
  For the period beginning on 1 January 2004 and
  ending on 30 September 2004.

  	
   

  	
  1.33

  	
   

  



 


14

















 


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


 


“Consolidated Net
Income” means, for any period, the net income (or loss) of the
Parent and its Consolidated Subsidiaries for such period, determined on a
consolidated basis (after any deduction for minority interests), provided
that (a) in determining Consolidated Net Income, the net income of any person
which is a Non-Wholly Owned Subsidiary of the Parent or is accounted for by the
Parent by the equity method of accounting shall be included only to the extent
of the payment of cash dividends or cash distributions by such other person to
the Parent or a Subsidiary thereof during such period, (b) the net income of
any Subsidiary of the Parent shall be excluded to the extent that the
declaration or payment of cash dividends or similar distributions by that
Subsidiary of that net income is not at the date of 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 such person in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded and (d) after tax gains and losses from Asset Sales (without regard to
the exceptions in (d) or (e) in the proviso of the definition thereof) or
abandonments or reserves relating thereto shall be excluded.


 


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


 


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


 


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


 


“Contingent
Obligation” means, as to any person, any obligation of such person
guaranteeing or intended to guarantee any Indebtedness, leases or dividends (“primary obligations”) of any other person
(the “primary obligor”) in any
manner, whether directly or indirectly or to otherwise assure or hold
harmless the holder of such primary obligation against loss in respect thereof,
provided, however, that the term Contingent Obligation shall


 


15

















 


not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such person is required to perform thereunder) as
determined by such person in good faith.


 


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


 


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


 


“Dividend”
means, with respect to any person, that such person has declared or paid a
dividend (excluding dividends paid by the Parent in the Parent Common Stock and
Parent Preferred Stock) or returned any equity capital to its stockholders,
partners or members or authorised or made any other distribution, payment or
delivery of property (other than ordinary share capital of such person) or cash
to its stockholders, partners or members as such, or redeemed, retired,
purchased or otherwise acquired, directly or indirectly, for a consideration
any shares of any class of its share capital or any partnership or membership
interests outstanding (or any options or warrants issued by such person with
respect to its share capital or other Equity Interests), or set aside any funds
for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the share capital or any partnership or membership interests of
such person outstanding (or any options or warrants issued by such person with
respect to its share capital or other Equity Interests).


 


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


 


“Dollar Swingline
Facility Advance” means an advance denominated in dollars as from
time to time reduced by repayment made or to be made by the Swingline Facility
Lenders under the Swingline Facility.


 


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


 


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


 


16

















 


“Dutch GAAP”
means generally accepted accounting principles in The Netherlands.


 


“Dutch Guarantor”
means each of the parties as set out in Part II of Schedule 1 (Original Guarantors) named as Dutch
Guarantors and any Acceding Guarantor incorporated in The Netherlands.


 


“Effective
Date” means the date of this
Agreement.


 


“Eligible
Institution” means and includes a commercial bank, a finance
company, an insurance company, a financial institution, fund or other person
which regularly lends, or purchases interests, in loans or extensions of credit
of the types made pursuant to this Agreement, but in any event excluding the
Parent and its Subsidiaries and Affiliates.


 


“EMU  Legislation” means the legislative measures
of the European Union for the introduction of changeover to or operation of the
euro in one or more member states being in part legislative measures to
implement the third stage of the European Monetary Union.


 


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


 


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


 


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


 


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


 


(c)           land
(including land under water).


 


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


 


“Environmental
Law” means all laws and
regulations of any relevant jurisdiction which:


 


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


 


(b)           provide
remedies or compensation for harm or damage to the Environment; and


 


(c)           relate
to Hazardous Materials or health or safety matters.


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


“Euro Amount”  means:


 


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


 


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


 


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


 


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


 


18

















 


 “Euro Swingline Facility Outstanding”  means, at any time, the aggregate
principal amount of the Euro Swingline Facility Advances outstanding under this
Agreement.


 


“Europcenter”
means Buhrmann Europcenter N.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 in Clause 28 (Events of Default).


 


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


 


(a)           the sum of:


 


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


 


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


 


exceeds:


 


(b)           the sum of:


 


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


 


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


 


(iii)         the aggregate amount of permanent principal payments
of Indebtedness for borrowed money of the Parent and its Subsidiaries during
such period (other than, without double counting, (A) repayments to the extent
made with existing moneys and (B) repayments of Outstandings, unless such
repayments of Outstandings were (1) required as a result of a Scheduled
Repayment and paid with internally generated funds or (2) made as a voluntary
prepayment with internally generated funds (but in the case of a voluntary
prepayment of the Revolving Facility, only to the extent accompanied by a
voluntary reduction to the Revolving Facility Commitments));


 


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


 


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


 


19

















 


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


 


(vii)         one-time charges (including, without limitation,
restructuring charges and any upfront fees related to these Facilities, the
refinancing of the Senior Subordinated Notes and the issue of the Senior
Subordinated Convertible Bonds) occurring during such period to the extent not
already included above.


 


For the purposes
of this definition only:


 


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


 


(B)           in calculating Adjusted Consolidated
Working Capital, any amounts expressed in currencies other than euros shall be
converted into euros (as shown on Reuters ECB page 37 or, if same does not
provide such exchange rate, on such other basis as may be satisfactory to the
Agent) for the exchange of such currency into euros for the last day of the
fiscal year of the Parent.


 


“Excess Cash Flow
Payment Date” means the date occurring 105 days after the last day
of each fiscal year of the Parent, with the first Excess Cash Flow Payment Date
to occur on the 105th day after the last day of the fiscal year of
the Parent ending closest to 31 December, 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 Credit Agreement dated 26 October 1999
between, inter alios, the Parent, the Borrower, the banks and financial
institutions named therein and the Bankers Trust Company as administrative
agent as amended, modified or supplemented from time to time.


 


“Existing
Documentary Credit” means each letter of credit, bank guarantee or
other documentary credit as set out in Section C of Part II of
Schedule 10 (Existing Indebtedness)
each as issued pursuant to or existing under the Existing Credit Agreement and
outstanding on the Initial Borrowing Date.


 


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


 


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


 


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


 


“Facilities”  means the Term Facilities, the Revolving
Facility, the Swingline Facility and (subject to Clause 7 (Uncommitted Incremental Facilities))
the Incremental Revolving


 


20

















 


Facility and the Incremental Term Facility
granted to the Borrower in this Agreement, and “Facility” means any of them as the context may require.


 


“Facilities
Obligations” means all amounts owing to the Finance Parties pursuant
to the terms of this Agreement or any other Finance Document.


 


“Facility Office”  means:


 


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


 


(b)           in
relation to a Lender, the office from time to time designated by it to the
Agent for the purposes of this Agreement (or, in the case of a Transferee, at
the end of the Transfer Certificate to which it is a party as Transferee) or
such other office as such Lender may from time to time select.


 


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


 


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


 


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


 


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


 


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


 


“€5 Million Asset
Sale” means any Asset Sale where the aggregate consideration (taking
the Fair Market Value of any non-cash consideration) received by the Parent and
its Subsidiaries in connection therewith is equal to or in excess of €5,000,000
(or its equivalent in other currencies).


 


“€5 Million
Permitted Acquisition” means each Permitted Acquisition where the
aggregate consideration paid (or which may be paid) in connection therewith
(including any deferred compensation arrangements, the principal amount of
Seller Debt and/or Permitted Acquired Debt and the Fair Market Value of all
Equity Interests in the Parent issued as consideration in connection therewith)
exceeds €5,000,000 (or its equivalent in other currencies).


 


21

















 


“Final Maturity Date” means:


 


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


 


(b)           in
respect of the A Facility, subject to Clause 10.1 (Repayment of A Facility Outstandings), the date falling 72
months after the date of this Agreement;


 


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


 


(d)           in
respect of the Incremental Term Facility, the Incremental Term Facility
Maturity Date.


 


“Finance Documents”  means:


 


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


 


(b)           any
Incremental Facility Commitment Agreement;


 


(c)           the
Security Documents;


 


(d)           the
Intercreditor Deed;


 


(e)           the
Hedging Agreements;


 


(f)            any
Additional Security Document; and


 


(g)           any
other agreement or document designated a “Finance
Document” in writing by the Parent and the Agent.


 


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


 


“GAAP”  means in relation to any financial statement
to be delivered in accordance with this Agreement generally accepted accounting
principles in The Netherlands


 


“Group”  means the Parent, the Borrower, and all
other Subsidiaries of the Parent from time to time.


 


“Group Business”  means the business as conducted by the
Parent and its Subsidiaries on the date of this Agreement and any logical
extensions or related ancillary businesses thereto (including business
functions incidental to such business).


 


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


 


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


 


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


 


“Hazardous Materials”
means (a) any petroleum or petroleum products, radioactive materials,
asbestos in any form that is friable, urea formaldehyde foam insulation,


 


22

















 


transformers or other equipment that contains
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas,
(b) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances”, “hazardous waste”, “hazardous materials”,
“extremely hazardous substances”, “restricted hazardous waste”, “toxic
substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of
similar import, under any applicable Environmental Law and (c) any other
chemical, material or substance, the Release of which is prohibited, limited or
regulated by any governmental authority.


 


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


 


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


 


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


 


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


 


“Increased Cost”  means:


 


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


 


(b)           any
additional or increased cost; or


 


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


 


which is incurred or suffered by a Finance Party or
any of its Affiliates to the extent that it is attributable to that Finance
Party having agreed to make available its Commitment or having funded or
performed its obligations under any Finance Document.


 


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


 


“Incremental
Revolving Facility”  means,
subject to Clause 7 (Uncommitted Incremental
Facilities), the uncommitted revolving credit facility as may be
granted to the Borrower pursuant to Clause 2.1(f) (The Facilities).


 


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


 


23

















 


such Incremental Revolving Facility Lender in
the respective Incremental Revolving Facility Commitment Agreement.


 


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


 


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


 


“Incremental Term
Facility”  means,
subject to Clause 7 (Uncommitted Incremental
Facilities), the uncommitted term loan facility as may be granted to
the Borrower pursuant to Clause 2.1(g) (The Facilities).


 


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


 


“Incremental Term
Facility Commitment”  means,
in relation to a Lender at any time, and save as otherwise provided in this
Agreement, any commitment to make Incremental Term Facility Advances provided
by such Lender pursuant to Clause 7 (Uncommitted
Incremental Facilities), in such amount as agreed to by such Lender
in the respective Incremental Term Facility Commitment Agreement.


 


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


 


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


 


“Incremental Term
Facility Maturity Date” means, for any Tranche of Incremental Term
Facility, the final maturity date specified for such Tranche of Incremental
Term Facility in the relevant Incremental Term Facility Commitment Agreement
relating thereto, provided that the final maturity date for all Incremental
Term Facility Advances of a given Tranche shall be the same date.


 


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


 


“Incremental Term
Facility Repayment Date” has the meaning ascribed to that term in
Clause 10.3 (Repayment of Incremental Term
Facility Outstandings).


 


“Incremental Term
Facility Scheduled Repayment” has the meaning ascribed to that term
in Clause 10.3 (Repayment of Incremental
Term Facility Outstandings).


 


“Incremental Term
Facility Utilisation Date” shall mean, with respect to each Tranche
of Incremental Term Facility, each date on which Incremental Term Facility
Advances of such Tranche are incurred pursuant to Clause 4.2 (Conditions to Utilisation of Incremental Term Facility)
and as otherwise permitted by Clause 7 (Uncommitted
Incremental Facilities).


 


24

















 


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


 


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


 


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


 


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


 


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


 


(e)           all
Contingent Obligations of such person;


 


(f)            all
obligations under any Hedging Agreement or Other Hedging Agreement or under any
similar type of agreement; and


 


(g)           the
amount of Permitted Receivables Transaction Outstandings from time to time.


 


Notwithstanding anything to the contrary contained
above or elsewhere in this Agreement, Indebtedness shall not include trade
payables and accrued expenses incurred by any person in accordance with
customary practices and in the ordinary course of business of such person.


 


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


 


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


 


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


 


“Initial Borrowing
Date” means the date falling on the first Utilisation of the
Facilities.


 


“Instructing Group”
means Lenders, the sum of whose Term Facility Outstandings (or, if prior to the
occurrence of the Utilisations on the Initial Borrowing Date, whose Term
Facility Commitments), Incremental Revolving Facility Commitments, Incremental
Term Facility Commitments and Revolving Facility Commitments (or after the
termination thereof, the Incremental Revolving Facility Outstandings, the
Incremental Term Facility Outstandings and the Revolving Facility Outstandings)
as of any date of determination represent greater than 50 per cent. of the sum
of all Term Facility Outstandings (or, if prior to the occurrence of the
Utilisations on the Initial Borrowing Date, whose Term Facility Commitments)
and the sum of all Incremental Revolving Facility Commitments, Incremental Term
Commitments


 


25

















 


and Revolving Facility Commitments of all
Lenders at such time (or after the termination thereof, the sum of the then
total Incremental Revolving Facility Outstandings, Incremental Term Facility
Outstandings and Revolving Facility Outstandings of all Lenders at such time).


 


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


 


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


 


“Intercompany
Existing Indebtedness” means the list of Indebtedness existing on
the Effective Date set out in Section B (Intercompany
Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness).


 


“Intercompany Loan”
means each intercompany loan or advance between or among the Parent and its
Subsidiaries or between or among Subsidiaries of the Parent.


 


“Intercreditor Deed”
means the intercreditor deed dated on
or about the date of this Agreement between the Parent, the Borrower,
the Agent, the Security Trustee, the Lenders, the Original Guarantors and
certain other parties.


 


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


 


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


 


“Law”  means:


 


(a)           common
or customary law;


 


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


 


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


 


“L/C Bank”  means Deutsche Bank AG London (and/or
affiliates of Deutsche Bank AG London (including, without limitation, Deutsche
Bank Trust Company Americas) designated by it to act as such with respect to
any Documentary Credit) or any other Lender which has been appointed as L/C
Bank in accordance with Clause 5.11 (Appointment and Change of L/C Bank) or
assumed its role as issuer under any Existing Documentary Credits in accordance
with Clause 5.12 (Assumption of Existing
Documentary Credits) and which has


 


26

















 


not resigned in accordance with paragraph (c)
of Clause 5.11 (Appointment and Change of
L/C Bank).


 


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


 


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


 


“Leaseholds”
of any person, means all the right, title and interest of such person as lessee
or licensee in, to and under leases or licenses of land, improvements and/or
fixtures.


 


“Legal Opinions”  means the legal opinions set out in
paragraph 8 of Part 1 of Schedule 3 (Conditions Precedent to First Utilisation).


 


“Lender”  means an A Facility Lender, a B1 Facility
Lender, a B2 Facility Lender, a Revolving Facility Lender, a Dollar Swingline
Facility Lender, a Euro Swingline Facility Lender, an Incremental Revolving
Facility Lender or an Incremental Term Facility Lender, as the context may
require and “Lenders” means all of
them.


 


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


 


(a)           the
rate per annum which appears on the Relevant Page for such period at or about
11.00 am on the Quotation Date for such period; or


 


(b)           if no
such rate is displayed and the Agent shall not have selected an alternative
service on which such rate is displayed, the arithmetic mean (rounded upwards,
if not already such a multiple, to the nearest 4 decimal places) of the rates
(as notified to the Agent) at which each of the Reference Banks was offering to
prime banks in the London interbank market deposits in the relevant currency
for such period at or about 11.00 am on the Quotation Date for such period.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the UCC or any other similar recording or
notice statute, and any lease having substantially the same effect as any of
the foregoing).


 


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


 


“Majority Lenders”
of (i) any Facility (other than the B1 Facility or the B2 Facility) shall mean
those Lenders which would constitute the Instructing Group under, and as
defined in, this Agreement if all outstanding Facilities Obligations of the
other Facilities under this Agreement were repaid in full and all Commitments,
if any, with respect thereto were terminated or (ii) the B1 Facility or the B2
Facility shall mean those Lenders which would


 


27

















 


constitute the Instructing Group under, and
as defined in, this Agreement, if all outstanding Facilities Obligations of the
other Facilities under this Agreement (other than both of the B Facilities)
were repaid in full and all commitments, if any, with respect thereto were
terminated.


 


“Margin Regulations”
means and shall include each of Regulation T, Regulation U and Regulation X.


 


 “Margin Stock” shall have the meaning
provided in Regulation U.


 


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


 


“Material Subsidiary”
means, at any time, a member of the Group:


 


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


 


(b)           whose
revenues, consolidated EBITDA or assets (on a consolidated basis if it has
Subsidiaries) represent at least 5 per cent. of the revenues, Consolidated
EBITDA or assets of the Group,


 


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


 


“Member State”
means a member of the European Community.


 


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


 


“Multiemployer Plan”
means:


 


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


 


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


 


28

















 


“Necessary
Authorisations”  means
all Authorisations (including any competition and other clearances necessary in
relation to the Environmental Licences) of any person including any government
or other regulatory authority required by applicable Law to enable it to:


 


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


 


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


 


(c)           carry
on in all material respects its business from time to time.


 


“Net Cash Proceeds”
means, of any event, the gross cash proceeds (including any cash received by
way of deferred payment pursuant to a promissory note, receivable or otherwise,
but only as and when received) received from such event, net of reasonable
transaction costs received from any such event.


 


“Net Sale Proceeds”
means, for any sale of assets, the gross cash proceeds (including any cash
received by way of deferred payment pursuant to a promissory note, receivable
or otherwise, but only as and when received) received from such sale of assets,
net of (a) reasonable transaction costs, (b) payments of unassumed liabilities
relating to the assets sold at the time of, or within 90 days after, the date
of such sale, (c) the amount of such gross cash proceeds required to be used to
permanently repay any Indebtedness (other than Indebtedness of the Lenders
pursuant to this Agreement) which is secured by the respective assets which
were sold, and (d) the estimated marginal increase in taxes which will be
payable by the Parent and its Subsidiaries with respect to the fiscal year in
which the sale occurs as a result of such sale.


 


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


 


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


 


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


 


“Non-U.S. Pension
Plan”  means any plan,
fund (including, without limitation, any superannuation fund) or other similar
program established or maintained outside the United States of America by any
member of the Group for the benefit of employees of any member of the Group
residing outside the United States of America, which plan, fund or other
similar program provides, or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code.


 


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


 


29

















 


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


 


“Obligors”  means the Parent, the Borrower, the
Guarantors and any party (other than a Finance Party) to a Security Document
and “Obligor” means any of them.


 


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


 


“Optional Currency”  means:


 


(a)           in
relation to any B1 Facility Advance and any Incremental Term Facility Advance,
dollars; and


 


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


 


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


 


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


 


“Original Financial
Statements”  means:


 


(a)           in
relation to the Parent, its audited consolidated financial statements for its
financial year ending 31 December 2002;


 


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


 


(c)           the
Pro Forma Financial Statements.


 


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


 


“Other Hedging
Agreement” means:


 


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


 


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


 


30

















 


“Outstanding L/C Amount”  means:


 


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


 


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


 


in each case which has not been reimbursed or in
respect of which cash cover has not been provided by or on behalf of the Borrower.


 


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


 


“Paper Merchant
Division” means the former paper merchant division of the Group
Business sold to PaperlinX Limited pursuant to a sale and purchase agreement
dated 8 September 2003 between the Parent and PaperlinX Limited.


 


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


 


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


 


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


 


“Parent Preference
Shares C” means, as at the Effective Date, the 60,000 ordinary
shares of €1.20 par value per share of the Parent 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 B and the Parent Preference Shares C and, after the
issuance thereof, any other Preferred Stock of the Parent.


 


“Participating
Member State”  means any
member of the European Community that at the relevant time has adopted the euro
as its lawful currency in accordance with EMU Legislation.


 


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


 


“Permitted Acquired
Debt” means Indebtedness of any Subsidiary of the Parent acquired
pursuant to a Permitted Acquisition, which Indebtedness existed at the time of
the consummation of such Permitted Acquisition and was not created in
contemplation thereof (and the provisions of which were not altered in
contemplation thereof), so long as (i) the Parent and its Subsidiaries have no
liability with respect to any such Indebtedness and (ii) any Liens securing
such Indebtedness apply only to assets of the Subsidiary so acquired (and so


 


31

















 


long as additional assets of such Subsidiary
are not granted as security following, or in contemplation of, the respective
Permitted Acquisition).


 


“Permitted Acquisition” means, subject to
the Permitted Acquisition Conditions, the acquisition by the Parent or a
Wholly-Owned Subsidiary thereof of:


 


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


 


(b)           Equity
Interests of any person not already a Subsidiary of the Parent so that,
immediately after giving effect to such acquisition, such person shall
constitute a Wholly-Owned Subsidiary; or


 


(c)           Equity
Interests of any person not already a Subsidiary of the Parent so that, immediately
after giving effect to such acquisition, if such person does not then become a
Wholly-Owned Subsidiary of 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 acquisitions referred to in (a) above may be made in any
fiscal year of the Parent of those Equity 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 Permitted Acquisition Conditions) for all such
acquisitions during any fiscal year of the Parent does not (A) in the event the
Consolidated Leverage Ratio (on a Pro Forma Basis) is greater than 3.75:1.00,
exceed €25,000,000 and (B) in the event the Consolidated Leverage Ratio (on a
Pro Forma Basis) is less than or equal to 3.75:1.00, exceed €100,000,000.


 


“Permitted Acquisition Conditions” means, in
relation to any Permitted Acquisition:


 


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


 


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


 


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


 


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


 


(e)           at the
date of the declaration of the respective Permitted Acquisition (and if such
Permitted Acquisition is consummated within 30 days of such declaration) the
Borrower shall have Available Liquidity of at least €50,000,000;


 


(f)            the
Borrower in good faith determines that the Parent and its Subsidiaries taken as
a whole are not likely to assume or become liable for material increased
contingent liabilities as a result of such acquisition;


 


32

















 


(g)           in the
case of each Permitted Acquisition where the aggregate consideration is in
excess of €5,000,000 (or its equivalent in other currencies), the Parent
delivers to the Agent at the time of the consummation of the respective
Permitted Acquisition an officer’s certificate in form, scope and substance
reasonably satisfactory to the Agent certifying that the foregoing conditions
have been satisfied and showing compliance with the requirements of paragraphs
(d) and (e) above; and


 


(h)           no
Default or Event of Default shall exist at the time of the consummation of the
respective Permitted Acquisition or immediately after giving effect thereto,


 


provided that the
Parent or its Wholly-Owned Subsidiaries may consummate one or more Permitted
Acquisitions in any fiscal year of the Parent without complying with paragraphs
(d) and (e) above (and the officer’s certificate, if any, required to be
delivered pursuant to paragraph (g) above shall not be required to certify
compliance with such conditions), so long as the aggregate consideration paid
for all Permitted Acquisitions effected pursuant to this proviso during any
fiscal year of the Parent does not exceed €15,000,000 (or its equivalent in
other currencies).


 


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


 


“Permitted Liens”
has the meaning ascribed to that term in Clause 26.1 (Liens).


 


“Permitted
Receivables Facility” means the €800,000,000 Asset-Backed Euro
Medium Term Note Programme entered into by Silver Funding Limited more
particularly described in the Offering Circular dated 18 July 2002 or such
other facility in form and substance similar to the aforesaid programme
pursuant to which a Permitted Receivables Transaction is provided.


 


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


 


“Permitted Receivables
Transaction” means, from time to time, a transaction (or series of
transactions) evidenced by a receivables purchase agreement and related
documentation entered into after the Initial Borrowing Date and providing for
the sale or transfer of Receivables Facility Assets by one or more Receivables
Sellers to a Receivables Subsidiary, and further providing for the sale or
transfer of Receivables Facility Assets by the Receivables Subsidiary to one or
more purchasers of interests therein, provided that (a) such agreement and the
documents and instruments entered into in connection therewith shall be in form
and substance reasonably satisfactory to the Agent and the Instructing Group’s
Satisfaction, (b) the Parent shall have provided the Agent and the Lenders with
not less than 15 days’ prior notice of its intent to enter into such
receivables purchase agreement and (c) 100 per cent. of the Permitted
Receivables Transaction Proceeds received by the Parent or any of its
Subsidiaries shall be applied in accordance with paragraph (e) (Permitted Receivables Transactions) of
Clause 13.1 (Repayment from Net Proceeds).


 


“Permitted
Receivables Transaction Outstandings” means at any time, the
aggregate amount of cash paid to the Parent and/or its Subsidiaries in respect
of the Receivables Facility


 


33

















 


Assets sold or transferred by them pursuant
to one or more Permitted Receivables Transactions, in each case to the extent
the respective receivables have not yet been repaid by the respective account
debtor or repurchased by Receivables Sellers (it being the intent of the
parties that the amount of Permitted Receivables Transaction Outstandings at
any time outstanding approximate as closely as possible the principal amount of
Indebtedness which would be outstanding at such time under the Permitted
Receivables Facilities then in effect if same were structured as a secured
lending agreement rather than a purchase agreement).


 


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


 


“Permitted Refinancing Indebtedness” means
any Indebtedness of the Parent or any of its Subsidiaries issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew,
replace, defease or refund (collectively, to “Refinance”):


 


(a)           Third
Party Existing Indebtedness described in Section A (Third Party Existing Indebtedness) of Part
II of Schedule 10 (Existing
Indebtedness) (or previous refinancings thereof constituting
Permitted Refinancing Indebtedness); or


 


(b)           outstanding
Senior Subordinated Notes so long as the Permitted Refinancing Indebtedness
shall be permitted to be outstanding in accordance with the requirements of
Clause 26.4(l) (Indebtedness),


 


provided that:


 


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


 


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


 


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


 


(iv)          no
Permitted Refinancing Indebtedness shall have different obligors, or greater
guarantees or security, than the Indebtedness being Refinanced; and


 


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


 


34

















 


“Permitted Subordinated Indebtedness” means:


 


(a)           the
Senior Subordinated Notes;


 


(b)           the
Senior Subordinated Convertible Bonds; and


 


(c)           any
general unsecured subordinated Indebtedness for borrowed money incurred by any
member of the Group after the Initial Borrowing Date, all of the terms and
conditions of which and the documentation therefor, shall be in form and
substance reasonably satisfactory to the Agent and to the Instructing Group’s
Satisfaction, provided, that in any event, unless the Instructing Group
otherwise expressly consents in writing prior to the incurrence thereof:


 


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


 


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


 


(iii)         such
Indebtedness shall have substantially the same (or, from the perspective of the
Lenders, more favorable) subordination provisions as are contained in the
Senior Subordinated Note Indenture and/or the Senior Subordinated Convertible
Bonds;


 


(iv)          no
such Indebtedness shall have any maturity or required repayment (other than as
a result of change of control or asset sale provisions approved by the
Instructing Group) prior to the first anniversary of the Final Maturity Date of
the B Facility as same is in effect on the date of incurrence of such
Indebtedness; and


 


(v)            Utilisations
from time to time pursuant to this Agreement, in an aggregate outstanding
amount at any time equal to the sum of the Term Facility Outstandings on the date
of incurrence of such Permitted Subordinated Indebtedness and in an amount
equal to the total Revolving Facility Commitments and total A Facility
Commitments as then in effect, shall be permitted without complying with any
financial tests.


 


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


 


The incurrence of
Permitted Subordinated Indebtedness shall be deemed to be a representation and
warranty by the Parent that all conditions thereto have been satisfied in all
material respects and that same is permitted in accordance with the terms of
this Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Clauses 4.1 (Conditions to
Utilisation), 4.2 (Conditions to
Utilisation of Incremental Term Facility) and 6.2 (General Conditions to Utilisation of Swingline
Facility Advances).


 


35

















 


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


 


“Permitted
Subordinated Indebtedness Repurchases” means one or more open market
or privately negotiated transactions or voluntary Refinancings pursuant to
which the Borrower Refinances the outstanding Senior Subordinated Notes in
accordance with paragraph (b) of the definition of “Permitted Refinancing Indebtedness”, and immediately following
any such Refinancing, the Senior Subordinated Notes so Refinanced are cancelled
by the Borrower.


 


“Plan”
means (i) any single-employer plan, as defined in Section 4001(a)(15) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute to by), the Parent or a Subsidiary of the Parent or an
ERISA Affiliate and that is subject to Title IV of ERISA and (ii) each such
plan which, during the five year period immediately following the latest date
on which the Parent, a Subsidiary of the Parent or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan, if,
for purposes of this clause (ii), the Parent, any Subsidiary of the Parent or
any ERISA Affiliate could reasonably incur any liability under such plan.


 


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


 


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


 


“Preferred Equity
Financing Documents” means the Stock Purchase Agreement, made as of
3 September 1999, among the Parent and the Preferred Equity Investors
and all other agreements, documents and instruments relating to the Preferred
Equity Financing.


 


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


 


“Preferred Stock”
as applied to the share capital of any person, means share capital of such
person (other than ordinary share capital of such person) of any class or
classes (however designed) that ranks prior, as to the payment of dividends or
as to the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such person, to any other class of share capital
of such person.


 


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


 


“Pro Forma Basis”
means, as to any person, for any events which occur subsequent to the
commencement of a period for which the financial effect of such event is being
calculated, and giving effect to the event for which such calculation is being
made, such calculation as


 


36

















 


will give pro forma effect to such event as
if same had occurred at the beginning of such period of calculation, and:


 


(a)           for
purposes of the foregoing calculation, the transaction giving rise to the need
to calculate the pro forma effect to any of the following events shall be
assumed to have occurred on the first day of the four consecutive fiscal
quarter period last ended before the occurrence of the respective event for
which such pro forma effect is being determined (the “Reference Period”); and


 


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


 


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


 


All pro forma determinations required above shall be
made, to the extent possible, in accordance with Regulation S-X.  For purposes of this definition, whenever
pro forma effect is to be given to any occurrence or event, the pro forma
calculation shall be determined in good faith by a responsible financial or
accounting officer of the Parent.


 


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


 


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


 


37

















 


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


 


“Proportion”  in relation to a Lender, means:


 


(a)           in
relation to an Advance to be made under this Agreement, the proportion borne by
such Lender’s Available Commitment in respect of the relevant Facility to the
relevant Available Facility;


 


(b)           in
relation to an Advance or Advances outstanding under this Agreement, the
proportion borne by such Lender’s share of the Euro Amount of such Advance or
Advances to the total Euro Amount thereof;


 


(c)           if
paragraph (a) above does not apply and there are no Outstandings, the
proportion borne by the aggregate of such Lender’s Available Commitment to the
Available Facilities (or if the Available Facilities are then zero, by its
Available Commitment to the Available Facilities immediately prior to their
reduction to zero); and


 


(d)           if
paragraph (b) above does not apply and there are any Outstandings, the
proportion borne by such Lender’s share of the Euro Amount of the Outstandings
to the Euro Amount of all the Outstandings for the time being.


 


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


 


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


 


“Qualified
Jurisdictions” means and includes the United States, The
Netherlands, England and Wales, Belgium, Luxembourg and Australia, in each case
including any states, provinces, other similar local units therein or any
additional jurisdictions so long as the Agent is reasonably satisfied with the respective
jurisdiction requested to be so added. 
The parties hereto further agree that, in the discretion of the Agent,
as a condition to the addition of any jurisdiction to the list of Qualified
Jurisdictions, the Agent may (but shall not be required to) request the consent
of the Instructing Group to such addition and, in such event, the Agent shall
be entitled to wait for such consent before adding the respective jurisdiction
to the list of Qualified Jurisdictions.


 


“Qualified Obligors”
means the Parent, the Borrower and each other Obligor which is (a) a Material
Subsidiary and (b) a Wholly-Owned Subsidiary of the Parent or the Borrower,
organised under the laws of a Qualified Jurisdiction, in each case which has
acceded to the Agreement in accordance with Clause 27 (Accession of New Guarantors) and executed
the required Security Documents in accordance with the requirements of Clause
25.7 (Additional Security and Further
Assurances) provided that any Qualified Obligor shall cease to


 


38

















 


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 any preferred stock of the Parent so long as the terms
of any such preferred stock:


 


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


 


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


 


(c)           do not
contain any operating or financial maintenance covenants;


 


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


 


(e)           are otherwise reasonably satisfactory to the Agent.


 


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


 


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


 


(a)           in the
case of an Advance (other than a Swingline Advance):


 


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


 


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


 


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


 


provided that if market practice differs in the
Relevant Interbank Market for a currency, the Quotation Date for that currency
will be determined by the Agent in accordance with market practice in the
Relevant Interbank Market (and if quotations would normally be given by leading
banks in the Relevant Interbank Market on more than one day, the Quotation Date
will be the last of those days).


 


39

















 


“Real Property”
of any person, means all the right, title and interest of such person in and to
land, improvements and fixtures, including Leaseholds.


 


“Receivables
Facility Assets” means all accounts receivable of any Receivables
Sellers (other than any Receivables Subsidiary) which are transferred to the
Receivables Subsidiary pursuant to a Permitted Receivables Transaction, and any
assets directly related thereto.


 


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


 


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


 


“Receivables
Subsidiary” means a Wholly-Owned
Subsidiary of the Parent which engages in no activities other than in
connection with the financing of accounts receivable and which is designated
(as provided below) as a Receivables Subsidiary (a) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of which, (i)
is guaranteed by the Parent or any other Subsidiary of the Parent (excluding
guarantees of obligations (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Securitisation Undertakings), (ii) is
recourse to or obligates the Parent or any other Subsidiary of the Parent in
any way other than pursuant to Standard Securitisation Undertakings, or (iii)
subjects any property or asset of the Parent or any other Subsidiary of the
Parent, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitisation Undertakings, (b) with
which neither the Parent nor any of its Subsidiaries has any contract,
agreement, arrangement or understanding (other than pursuant to the Permitted
Receivables Facility Documents (including with respect to fees payable in the
ordinary course of business in connection with the servicing of accounts
receivable and related assets)) on terms less favorable to the Parent or such
Subsidiary than those that might be obtained at the time from persons that are
not Affiliates of the Parent and (c) to which neither the Parent nor any other
Subsidiary of the Parent has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating
results.  Any such designation shall be
evidenced to the Agent by filing with the Agent an officer’s certificate of the
Borrower certifying that, to the best of such officer’s knowledge and belief
after consultation with counsel, such designation complied with the foregoing
conditions.


 


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


 


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


 


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


 


40

















 


“Refinance”
has the meaning ascribed to that term in the definition of “Permitted Refinancing Indebtedness” and “Refinancings”, “Refinances” and “Refinanced”
shall be construed accordingly.


 


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


 


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


 


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


 


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


 


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


 


“Relevant Interbank
Market”  means, in
relation to euro, the European interbank market and, in relation to any
Optional Currency, the London interbank market.


 


“Relevant Interbank
Rate” means:


 


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


 


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


 


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


 


(d)           in relation to a Dollar Swingline Facility Advance, Federal Funds
Rate.


 


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


 


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


 


“Repayment Date”
means:


 


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


 


41

















 


(b)           in
respect of the Term Facility Outstandings, each of the A Facility Repayment
Dates and the B Facilities Repayment Dates; and


 


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


 


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


 


“Repeating
Representations” means the representations and warranties set out in
Clauses 22.1 (Due Organisation),
22.4 (No Immunity), 22.5 (Governing Law and Judgments), 22.6 (All Actions Taken), 22.8 (Binding Obligations), 22.9 (No Winding-up), 22.11 (No  Material
Proceedings), in relation to circumstances as at the date of the
Information Memorandum, 22.15 (Information
Memorandum), 22.16 (Projections),
22.17 (Indebtedness and Liens),
22.19 (Power and Authority),
paragraph (b) of Clause 22.20 (Structure),
22.23 (Intellectual Property),
22.24 (Ownership of Assets),
22.28 (Security), 22.29 (Investment Company Act), 22.30 (Margin Stock), 22.31 (Public Utility Holding Company Act) and
22.35 (Benefits of Subordination Provisions).


 


“Replaced Lender”
has the meaning ascribed to that term in Clause 21.1 (Replacement of Lenders).


 


“Replacement Lender”
has the meaning ascribed to that term in Clause 21.1 (Replacement of Lenders).


 


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


 


“Reporting Company”
means a company required to file Form 10-K Reports and Form 10-Q Reports under
the Securities Exchange Act.


 


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


 


“Revolving Facility”  means the revolving loan facility
(including the documentary credit facility and, where appropriate, the
Swingline Facility) granted to the Borrower pursuant to Clause 2.1(a) (The
Facilities).


 


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


 


“Revolving Facility
Commitment”  means, in
relation to a Lender at any time, and save as otherwise provided in this
Agreement, the amount set opposite its name in the relevant column of Part I of
Schedule 1 (Lenders and Commitments) (as the same may be increased from
time to time pursuant to Clause 7.2 (Incremental
Revolving Facility))  or
as specified in the Transfer Certificate pursuant to which such Lender becomes
a party to this Agreement.


 


42

















 


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


 


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


 


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


 


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


 


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


 


“Revolving Facility
Outstandings”  means, at
any time, the aggregate outstanding amount of each Revolving Facility Advance
and of each Outstanding L/C Amount.


 


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


 


“S&P”
means Standard & Poor’s Ratings Group.


 


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


 


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


 


(b)           if
there is an intercompany bank balance as described in paragraph (a) above, same
shall be converted into Cash Equivalents by the repayment of same (which
payment may, but shall not be required to be, made with proceeds of Revolving
Facility Advances drawn hereunder in accordance with the terms and conditions
hereof); and


 


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


 


“Scheduled Repayment”
means each scheduled repayment (a) in relation to the Revolving Facility
Outstandings, as set out in and calculated in accordance with Clause 9 (Repayment of Revolving and Swingline Facility
Outstandings) and (b) in relation to the Term Facility


 


43

















 


Outstandings, as set out in and calculated in
accordance with Clause 10 (Repayment of Term
Facility Outstandings).


 


“Scheduled Repayment
Dates” means, in relation to the Term Facilities, the A Facility
Repayment Dates, the B Facilities Repayment Dates and the Incremental Term
Facility Repayment Dates.


 


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


 


“Secured Obligations”
means all present and future liabilities (whether actual or contingent and
whether owed jointly or severally or in any capacity whatsoever) of the
Obligors (or any one or more of them) to the Finance Parties (or any one or
more of them) under or in connection with any of them under any or all of the
Finance Documents, together with all costs, charges and expenses incurred by
any Finance Party in connection with the protection, preservation or
enforcement of its rights under the Finance Documents provided that no such
obligation or liability shall be included in the definition of “Secured
Obligations” to the extent that, if it were so included, the Security (or any
part thereof) created by any provision of the Security Documents would be
unlawful or prohibited by any applicable law.


 


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


 


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


 


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


 


“Security Documents”  means:


 


(a)           each
of the documents listed in Part III of Schedule 3 (Security Documents) and the Additional
Security Documents;


 


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


 


(c)           any
other document executed at any time pursuant to any covenant in any of the
Security Documents referred to in paragraph (a) or (b) above.


 


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


 


“Senior Indebtedness”
means, in relation to any member of the Group at any time, the aggregate amount
of Indebtedness incurred in connection with the Finance Documents and the
Permitted Receivables Transactions.


 


44

















 


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


 


“Senior Subordinated
Convertible Bond Documents” means the Senior Subordinated
Convertible Bond Agency Agreement, the Senior Subordinated Convertible Bonds
Subscription Agreement, the Senior Subordinated Convertible Bond Offering
Circular, the Senior Subordinated Convertible Bonds and each other agreement,
document or instrument relating to any issuance of Senior Subordinated
Convertible Bonds.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


45

















 


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


 


“Shares”  means the ordinary share capital of the
Parent.


 


“Sharing Event”
means:


 


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


 


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


 


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


 


“Standard
Securitisation Undertakings” means representations, warranties,
covenants and indemnities entered into by the Parent or any Subsidiary thereof
in connection with a Permitted Receivables Transaction which are reasonably
customary in an accounts receivable transaction.


 


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


 


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


 


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


 


“Stichting B”
means Stichting van Preferente Aandelen Buhrmann N.V. and its successors.


 


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


 


“Subsidiary”
means, as to any person, (i) any corporation more than 50 per cent. of whose
stock of any class or classes having by the terms thereof ordinary voting power
to elect a majority of the directors of such corporation (irrespective of
whether or not at the time stock of any class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such person and/or one or more
Subsidiaries of such person and (ii) any partnership, limited liability
company, association,


 


46

















 


joint venture or other entity in which such
person and/or one or more Subsidiaries of such person has more than a 50 per
cent. Equity Interest at the time.


 


“Supermajority
Lenders” of (i) any Facility (other than the B1 Facility or the B2
Facility) shall means those Lenders which would constitute the Instructing
Group under, and as defined in, this Agreement if (x) all outstanding
Facilities Obligations of the other Facilities under this Agreement were repaid
in full and all Commitments, if any, with respect thereto were terminated and
(y) the percentage “50%” contained therein were changed to “662/3%”
or (ii) the B1 Facility or the B2 Facility shall mean those Lenders which
would constitute the Instructing Group under, and as defined in, this Agreement
if (x) all outstanding Facilities Obligations of the other Facilities under
this Agreement (other than both of the B Facilities) were repaid in full and
all Commitments, if any, with respect thereto were terminated and (y) the
percentage “50%” contained therein were changed to “662/3
%”.


 


“Swingline Facility”
means the swingline facility forming part of the Revolving Facility and granted
to the Borrower pursuant to Clause 2.1(b) (The
Facilities).


 


 “Swingline Facility Advance” means a Dollar
Swingline Facility Advance or a Euro Swingline Facility Advance, as the context
may require.


 


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


 


“Swingline Facility Lender”  means a person which:


 


(a)           is
named in Section B of Part I of Schedule 1 (Lenders and Commitments); or


 


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


 


which in each case
includes any affiliate designated by such Swingline Facility Lender to act as
such with respect to all or any part of the Swingline Facility Advances and
which has not ceased to be a party to this Agreement in accordance with the
terms of this Agreement and “Swingline
Facility Lenders” means all of them.


 


“Swingline Facility Outstandings” means the
Dollar Swingline Facility Outstandings and the Euro Swingline Facility
Outstandings.


 


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


 


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


 


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


 


“Tax Deduction”  means a deduction or withholding for or on
account of tax from a payment made or to be made under a Finance Document (but,
for clarity, shall not include any tax


 


47

















 


imposed on or measured by the net income or
net profits of a Lender pursuant to the laws and the jurisdiction (or any
political subdivision therein) in which the principal office of such Lender or
the applicable lending office of such Lender for the Finance Documents and the
Transaction (or relevant part thereof) is located, other than such tax imposed
on gross-up payments covered by Clause 18 (Taxes)).


 


“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 a Finance Party under paragraph (c) of Clause 18.1 (Tax Gross-up)
or any amount payable under paragraph (d) of Clause 18.1 (Tax Gross-up) or under Clause 18.2 (Tax
Indemnity).


 


“Tax Sharing
Agreements” means all tax sharing, tax allocation and other similar
agreements entered into by the Parent or any of its Subsidiaries.


 


“Term”  means:


 


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


 


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


 


“Term Facilities”  means the A Facility, the B Facilities
and, subject to Clause 7 (Uncommitted
Incremental Facilities), the Incremental Term Facility and “Term Facility” means any of them as the
context may require from time to time.


 


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


 


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


 


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


 


“Termination Date”  means:


 


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


 


(b)           in
relation to each Term Facility (other than the Incremental Term Facility), the
earlier of the day which is:


 


(i)            31
January 2004; and


 


48

















 


(ii)           the
first Business Day on which the Available Commitment of each of the Lenders in
respect of the relevant Term Facility is zero; and


 


(c)           in
relation to any Tranche of the Incremental Term Facility, the last date by
which Incremental Term Facility Advances under such Tranche may be incurred
under this Agreement, which date shall be set out in the relevant Incremental
Term Facility Commitment Agreement but no later than the earlier of (i) 30
September 2010 and (ii) the Final Maturity Date of the B Facilities.


 


“Termination Event”
means, with respect to a Plan which is subject to Title IV of ERISA, (a) a
Reportable Event, (b) the withdrawal of the Parent, any Subsidiary of the
Parent or any ERISA Affiliate from such Plan during a plan year in which the
Parent, any Subsidiary of the Parent or any ERISA Affiliate was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or was deemed such
under Section 4062(e) of ERISA, (c) the termination of such Plan, the
filing of a notice of intent to terminate such Plan or the treatment of an
amendment of such Plan as a termination under Section 4041 of ERISA (other
than a standard termination under Section 4041(b) of ERISA), (d) the
institution by the PBGC of proceedings to terminate such Plan or (e) any event
or condition which might constitute grounds under Section 4042 of ERISA
for the termination of, or appointment of a trustee to administer, such Plan.


 


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


 


“Third Party
Existing Indebtedness” means the list of Indebtedness existing on
the Effective Date set out in Section A (Third
Party Existing Indebtedness) of Part II of Schedule 10 (Existing Indebtedness).


 


“Tranche”
means the Revolving Facility, the A Facility, the B1 Facility and the B2
Facility utilised in making Advances. 
In addition, and notwithstanding the foregoing, any Incremental Term
Facility Advances extended after the Syndication Date shall, to the extent
provided in Clause 7.1(c) (Constitution of
each Tranche of Incremental Term Facility), be made pursuant to one
or more additional Tranches which shall be designated pursuant to the
respective Incremental Term Facility Commitment Agreement in accordance with
the relevant requirements specified in Clause 7.1(c) (Constitution of each Tranche of Incremental Term
Facility).


 


“Transaction”
means the entering into of the Finance Documents and the incurrence of the
Outstandings and the payment of all fees and expenses in connection with the
foregoing.


 


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


 


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


 


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


 


49

















 


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


 


“Trust Property”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Unavailable
Revolving Facility Amount” means such amount from time to time not
applied in accordance with (A), (B) and/or (C) as referred to in paragraph (b)
(Asset Sale) of Clause 13.1 (Repayment from Net Proceeds) pending
application during any 360 day period referred to therein.


 


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


 


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


 


50

















 


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


 


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


 


“U.S. Person”
shall mean any person organised under the laws of the United States or any
state or territory thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


51

















 


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


 


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


 


1.2          Accounting Expressions


 


All accounting expressions which are not otherwise
defined in this Agreement shall be construed in accordance with Dutch GAAP.


 


1.3          Construction


 


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


 


the “Agent”, an “Arranger”, the “Security
Trustee”, a “Hedge Counterparty”, the “L/C Bank”,
an “A Facility Lender”, a “B1 Facility Lender”, a “B2 Facility Lender”, a “Revolving Facility Lender”, a “Dollar Swingline Facility Lender”, a “Euro Swingline Facility Lender”, an “Incremental Revolving Facility Lender”
or an “Incremental Term Facility Lender”
shall be construed so as to include their respective and any subsequent
successors, Transferees and permitted assigns in accordance with their
respective interests;


 


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


 


“continuing”  in relation to an Event of Default or a
Default shall be construed as meaning that (a) the circumstances constituting
such Event of Default or Default continue and (b) neither the Agent (being duly
authorised to do so) nor the Lenders have waived such of its or their rights
under this Agreement as arise as a result of that event;


 


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


 


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


 


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


 


“month”  is a reference to a period starting on one
day in a calendar month and ending on the numerically corresponding day in the
next succeeding calendar month save that, where any such period would otherwise
end on a day which is not a Business Day, it shall end on the next succeeding
Business Day, unless that day falls in the calendar month succeeding that in
which it would otherwise have ended, in which case it shall end on the
immediately


 


52

















 


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


 


a “person”
shall be construed as a reference to any person, firm, company, corporation,
government, state or agency of a state or any association or partnership
(whether or not having separate legal personality) of two or more of the
foregoing;


 


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


 


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


 


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


 


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


 


1.4          Currency


 


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


 


1.5          Statutes


 


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


 


1.6          Time


 


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


 


53

















 


1.7          References to Agreements


 


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


 


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


 


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


 


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


 


1.8          Documentary Credits


 


Any reference in this Agreement to:


 


(a)           an
amount borrowed includes any amount utilised by way of Documentary Credit;


 


(b)           a
Lender funding its participation in a Utilisation includes an Indemnifying
Lender participating in a Documentary Credit;


 


(c)           amounts
outstanding under this Agreement include amounts outstanding under, or in
relation to, any Documentary Credit;


 


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


 


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


 


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


 


(ii)           the maximum amount payable
under the Documentary Credit being reduced in accordance with its terms; or


 


(iii)         the L/C Bank being satisfied
that it has no further liability under that Documentary Credit,


 


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


 


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


 


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


 


54

















 


the cash cover is to be provided for that
Indemnifying Lender or the L/C Bank, as the case may be);


 


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


 


(iii)         the
Borrower has executed a security document over that account, in form and
substance satisfactory to the Agent or the Finance Party with which that
account is held, creating a first ranking security interest over that account,


 


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


 


2.             THE
FACILITIES


 


2.1          The Facilities


 


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


 


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


 


(c)           The A
Facility Lenders grant to the Borrower upon the terms and subject to the
conditions of this Agreement, a term loan facility in a maximum aggregate
amount of €120,000,000 (the “A Facility”).


 


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


 


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


 


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


 


(g)           The
Incremental Term Facility Lenders grant to the Borrower upon the terms and
subject to the conditions of this Agreement (including, without limitation,
Clause 7


 


55

















 


(Uncommitted
Incremental Facilities), and relevant Incremental Term Facility
Commitment Agreements, a term loan facility in a maximum aggregate amount equal
to the euro equivalent of $372,000,000 (the “Incremental
Term Facility”) or its equivalent from time to time in Optional
Currencies.


 


2.2          Purpose


 


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


 


(b)           The
Revolving Facility and the Incremental Revolving Facility are intended to
finance the general working capital requirements and the general corporate
purposes of the Group and may be utilised by way of Revolving Facility Advances
or Documentary Credits.


 


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


 


(d)           The
Incremental Term Facility is intended to finance Permitted Acquisitions and the
redemption of the Senior Subordinated Notes.


 


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


 


2.3          Several Obligations


 


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


 


2.4          Several Rights


 


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


 


3.             CONDITIONS


 


3.1          Conditions Precedent


 


The obligations of the Finance Parties under this
Agreement shall be conditional upon the Agent having confirmed to the Parent
that it has received the documents listed in Part I of Schedule 3 (Conditions
Precedent to First Utilisation) and that each is satisfactory, in
form and substance, to the Agent acting reasonably.  The Agent shall notify the Parent and the Lenders promptly upon
being so satisfied.


 


56

















 


3.2          Conditions Subsequent


 


The Parent shall procure (and each relevant Obligor
shall ensure) that as
soon as practicable after the Initial Borrowing Date under this Agreement and in
any event:


 


(a)           by no later than 31 January 2004 there
shall have been delivered to the Agent each of the documents listed in
Section A of Part IV of Schedule 3 (Conditions
Subsequent Documents); and


 


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


 


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


 


4.             UTILISATION


 


4.1          Conditions to Utilisation


 


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


 


(a)           the
Agent has received from the Borrower a duly completed Utilisation Request
stating whether the proposed Utilisation is to be by way of Advance or
Documentary Credit not later than 9.30 a.m. on a day which is:


 


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


 


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


 


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


 


(b)           the
proposed Utilisation Date is a Business Day for the proposed currency of the
Advance or Documentary Credit, as the case may be, which is or precedes the
relevant Termination Date;


 


(c)           in the
case of a Utilisation by way of an A Facility Advance, the proposed Euro Amount
of such Advance is equal to €120,000,000;


 


(d)           in the
case of a Utilisation by way of a B1 Facility Advance, the proposed Euro Amount
of such Advance is equal to €305,000,000 (it being agreed that the equivalent
in dollars is an amount equal to $380,000,000);


 


57

















 


(e)           in the
case of a Utilisation by way of a B2 Facility Advance, the proposed Euro Amount
of such Advance is equal to €50,000,000;


 


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


 


(g)           in the
case of a Utilisation by way of Documentary Credit, the proposed Euro Amount of
such Documentary Credit is equal to or less than the amount of the Available
Revolving Facility (minus the Unavailable Revolving Facility Amount (if any));


 


(h)           in the
case of a Utilisation by way of a Revolving Facility Advance, (i) at any time
prior to the Syndication Date, immediately after the making of such Advance
there will be no more than 3 Revolving Facility Advances outstanding and (ii)
at any time after the Syndication Date, immediately after the making of such
Advance there will be no more than 10 Revolving Facility Advances (for the avoidance
of doubt not including any Swingline Facility Advances) outstanding;


 


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


 


(j)            in
the case of a Utilisation by way of a Revolving Facility Advance, the proposed
Term of such Revolving Facility Advance is a period of one week, two weeks, or
1, 2, 3 or 6 months or such other period as the Agent may agree, and ends on or
before the Final Maturity Date of the Revolving Facility provided that, save as
the Agent may otherwise agree, prior to the Syndication Date the Term of each
Revolving Facility Advance shall be 1 week or 1 month (or, such duration as is
necessary to ensure that such Term ends on the Syndication Date);


 


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


 


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


 


(m)          in the
case of any Utilisation:


 


(i)            in
the case of a Rollover Advance or a Documentary Credit which is being renewed
pursuant to Clause 5.2 (Renewal of
Documentary Credits), no Event of Default is continuing or would
result from the proposed Rollover Advance or the renewal of that Documentary
Credit and, in the case of any other Utilisation, no Default is continuing or
would result from the proposed Utilisation; and


 


58

















 


(ii)           save
in the case of a Rollover Advance, the Repeating Representations made by each
Obligor are true and correct in all material respects on the relevant
Utilisation Date by reference to the circumstances then existing; and


 


(n)           in
relation to the first Utilisation requested under this Agreement, the Agent is
reasonably satisfied that the Parent will comply with its obligations under
Clause 3.2 (Conditions Subsequent).


 


4.2          Conditions to Utilisation of Incremental Term Facility


 


(a)           Conditions to Incremental Term Facility Commitments: Subject to and upon the terms and conditions set forth in Clause 7
(Uncommitted Incremental Facilities)
and the relevant Incremental Term Facility Commitment Agreement, each Lender
with an Incremental Term Facility Commitment for a given Tranche of Incremental
Term Facility Advances severally agrees, at any time and from time to time on
and after the date that such Incremental Term Facility Commitment is obtained
pursuant to Clause 7 (Uncommitted
Incremental Facilities) and prior to the relevant Termination Date
for such Tranche of Incremental Term Facility Advances, to make a term loan or
term loans (each an “Incremental Term
Facility Advance” and, collectively, the “Incremental Term Facility Advances”) to the Borrower for such
Tranche.  Such Incremental Term Facility
Advances:


 


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


 


(ii)           shall be denominated in the
Applicable Currency for such Tranche of Incremental Term Facility Advances;


 


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


 


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


 


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


 


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


 


(ii)           the Incremental Term
Facility Utilisation Date;


 


59

















 


(iii)         in the case of an Alternate
Currency Incremental Term Facility Advance, the Optional Currency; and


 


(iv)          whether such Advance
constitutes part of the B Facilities or Incremental Term Facility,


 


receipt of which shall oblige the Borrower to
borrow the amount requested on the date stated upon the terms and subject to
the conditions contained in this Agreement and the relevant Incremental Term
Facility Commitment Agreement.


 


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


 


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


 


4.3          Lenders’ Participations


 


Each Lender will participate through its Facility
Office in each Advance made pursuant to Clause 4.1 (Conditions to Utilisation),
the relevant Incremental Revolving Facility Commitment Agreement and the
relevant Incremental Term Facility Commitment Agreement in its respective
Proportion.


 


5.             DOCUMENTARY
CREDITS


 


5.1          Issue of Documentary Credits


 


(a)           Each
L/C Bank shall issue Documentary Credits pursuant to Clause 4.1 (Conditions
to Utilisation) by:


 


(i)            completing
the issue date and the proposed Expiry Date of any Documentary Credit to be
issued by it; and


 


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


 


60

















 


(b)           Each
Lender having a Revolving Facility Commitment (an “Indemnifying Lender”) will participate in each Documentary
Credit in an amount equal to its L/C Proportion.


 


(c)           The
Agent shall notify the L/C Bank and each Indemnifying Lender of the details of
any requested Documentary Credit (including the Euro Amount of it, and, if such
Documentary Credit is not to be denominated in euro, the Optional Currency in
which it will be denominated and the amount of it) and its participation in
that Documentary Credit.


 


5.2          Renewal of Documentary Credits


 


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


 


(b)           The
terms of each renewed Documentary Credit shall be the same as those of the
relevant Documentary Credit immediately prior to its renewal, except that (as
stated in the Renewal Request therefor):


 


(i)            its
amount may be less than the amount of such Documentary Credit immediately prior
to its renewal; and


 


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


 


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


 


5.3          Revaluation of Documentary Credits


 


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


 


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


 


5.4          Immediately Payable


 


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


 


61

















 


5.5          Claims under a Documentary Credit


 


(a)           The
Borrower irrevocably and unconditionally authorises the L/C Bank to pay any
claim made or purported to be made under a Documentary Credit requested by it
and which appears on its face to be in order (a “claim”).


 


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


 


(c)           The
Borrower acknowledges that the L/C Bank:


 


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


 


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


 


(d)           The
obligations of the Borrower under this Clause will not be affected by:


 


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


 


(ii)           any
incapacity of, or limitation on the powers of, any person signing a claim or
other document.


 


5.6          Documentary Credit Indemnities


 


(a)           The
Borrower shall immediately on demand indemnify the L/C Bank against any cost,
loss or liability incurred by the L/C Bank (otherwise than by reason of the L/C
Bank’s gross negligence or wilful misconduct) in acting as the L/C Bank under
any Documentary Credit requested by the Borrower.


 


(b)           Without
limiting the obligation of the Borrower under paragraph (a) above, each
Indemnifying Lender shall (according to its L/C Proportion) immediately on
demand indemnify the L/C Bank against any cost, loss or liability incurred by
the L/C Bank (otherwise than by reason of the L/C Bank’s gross negligence or
wilful misconduct) in acting as the L/C Bank under any Documentary Credit
(unless the L/C Bank has been reimbursed by an Obligor pursuant to a Finance
Document).


 


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


 


62

















 


(d)           The
Borrower shall immediately on demand reimburse any Indemnifying Lender for any
payment it makes to the L/C Bank under this Clause 5.6 in respect of that
Documentary Credit.


 


(e)           The
obligations of each Indemnifying Lender under this Clause 5.6 are continuing
obligations and will extend to the ultimate balance of sums payable by that
Indemnifying Lender in respect of any Documentary Credit, regardless of any
intermediate payment or discharge in whole or in part.


 


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


 


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


 


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


 


(iii)         the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, any Obligor, any beneficiary under a Documentary Credit or other
person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full
value of any security;


 


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


 


(v)            any
amendment (however fundamental) or replacement of a Finance Document, any
Documentary Credit or any other document or security;


 


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


 


(vii)         any
insolvency or similar proceedings.


 


5.7          Rights of Contribution


 


No Obligor will be entitled to any right of
contribution or indemnity from any Finance Party in respect of any payment it
may make under this Clause 5 (Documentary Credits).


 


5.8          Role of the L/C Bank


 


(a)           Nothing
in this Agreement constitutes the L/C Bank as a trustee or fiduciary of any
other person.


 


(b)           The
L/C Bank shall not be bound to account to any Lender for any sum or the profit
element of any sum received by it for its own account.


 


63

















 


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


 


(d)           The
L/C Bank may rely on:


 


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


 


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


 


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


 


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


 


(g)           The
L/C Bank is not responsible for:


 


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


 


(ii)           the
legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or any other agreement, arrangement or document entered into, made or
executed in anticipation of or in connection with any Finance Document.


 


5.9          Exclusion of Liability


 


(a)           Without
limiting paragraph (b) below, the L/C Bank will not be liable for any action
taken by it under or in connection with any Finance Document, unless directly
caused by its gross negligence or wilful misconduct.


 


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


 


5.10        Credit Appraisal by the Indemnifying Lenders


 


Without affecting the responsibility of any Obligor
for information supplied by it or on its behalf in connection with any Finance
Document, each Indemnifying Lender confirms to the L/C Bank that it has been,
and will continue to be, solely responsible for making its own independent
appraisal and investigation of the risks arising under or in connection with
any Finance Document, including but not limited to, those listed in paragraphs
(a) to (d) of Clause 31.15 (Credit Appraisal by the Lenders).


 


64

















 


5.11        Appointment and Change of L/C Bank


 


(a)           The
Agent, with the prior approval of the relevant Lender, the Parent and an
Instructing Group, may designate any Lender with a Revolving Facility
Commitment as an L/C Bank or as a replacement therefor, but not with respect to
Documentary Credits already issued by any other L/C Bank.


 


(b)           Any
Lender so designated shall become an L/C Bank under this Agreement by
delivering to the Agent an executed L/C Bank Accession Certificate.


 


(c)           An L/C
Bank may resign as issuer of further Documentary Credits at any time on or
after the first anniversary of the Initial Borrowing Date under this Agreement
or if later, the first anniversary of the date of its appointment as L/C Bank
under this Agreement by giving not less than 3 months’ prior written notice to
the Agent and the Parent to expire on or after such first anniversary if (i)
the Parent and an Instructing Group consent to it or so require, (ii) there is,
in the reasonable opinion of the L/C Bank, an actual or potential conflict of
interest in it continuing to act as L/C Bank, or (iii) its Revolving Facility
Commitment is reduced to zero.


 


(d)           If the
L/C Bank does so resign and no replacement is appointed, any Documentary Credit
to be issued in accordance with the terms of this Agreement will be issued by
the Agent on behalf of the Lenders with Revolving Facility Commitments
severally in an amount reflecting their respective L/C Proportions at the date
of issue thereof.


 


5.12        Assumption of Existing Documentary Credits


 


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


 


6.             SWINGLINE
FACILITIES


 


6.1          Conditions to Utilisation of Swingline Facilities


 


Save as otherwise provided in this Agreement, a
Swingline Facility Advance will be made by the respective Swingline Facility
Lenders to the Borrower at the Borrower’s request if:


 


(a)           the
Agent has received from the Borrower a duly completed Utilisation Request
stating whether the proposed Swingline Facility Advance is a Dollar Swingline
Facility Advance or a Euro Swingline Facility Advance:


 


(i)            in
the case of a Dollar Swingline Facility Advance, not later than 12.00 p.m. (New
York time) on the proposed Utilisation Date for such Advance; or


 


(ii)           in the
case of a Euro Swingline Facility Advance, not later than 12.00 p.m. (London
time) on the proposed Utilisation Date for such Advance,


 


receipt
of which shall oblige the Borrower to borrow the amount requested on the date
stated upon the terms and subject to the conditions contained in this Agreement
provided that no Utilisation Request under the Swingline Facility shall be made
prior to the first Utilisation Request under the Term Facilities;


 


65

















 


(b)           the
proposed Utilisation Date is a Business Day for the proposed Swingline Facility
Advance which is or precedes the relevant Termination Date;


 


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


 


(d)           the
proposed Term of the Swingline Facility Advance requested is a period not
exceeding 3 months ending on or before the Final Maturity Date in respect of
the Revolving Facility;


 


(e)           the
Utilisation Request is sent to the Agent at the address referred to in Clause
42 (Notices and Delivery of Information)
and confirmed by a telephone call to the telephone number referred to in Clause
42 (Notices and Delivery of Information);
and


 


(f)            Without
in any way limiting the obligation of the Borrower set out in paragraph (e)
above, the Agent may act without liability upon the basis of a telephone call
of such Utilisation believed by the Agent in good faith to be from an
Authorised Representative of the Borrower prior to receipt of the Utilisation
Request.  In each such case, the
Borrower hereby waives the right to dispute the Agent’s record of the terms of
such telephone call in the absence of manifest error.


 


6.2          General Conditions to Utilisation of Swingline Facility Advances


 


If the Borrower
requests a Swingline Facility Advance in accordance with Clause 6.1 (Conditions to Utilisation of Swingline Facilities);
and, on the proposed date for the making of such Swingline Facility Advance:


 


(a)           neither
of the events mentioned in Clause 16.1 (Market Disruption) shall have occurred;


 


(b)           the
Euro Amount of such Swingline Facility Advance does not exceed the Available Swingline
Facility;


 


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


 


(d)           on and
as of the proposed date for the making of such Advance:


 


(i)            no
Default is continuing or would result from the making of such Advance; and


 


(ii)           the
Repeated Representations made by each Obligor are true in all material respects
on the relevant Utilisation Date by reference to the circumstances then
existing,


 


then, save as
otherwise provided herein, such Swingline Facility Advance will be made in
accordance with the provisions hereof.


 


66

















 


6.3          Completion of a Utilisation Request for Swingline Facility Advances


 


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


 


6.4          Swingline Facility Lender’s Participation


 


(a)           Each
Swingline Facility Lender will participate through its Facility Office in each
Swingline Facility Advance made pursuant to this Clause 6 in its
respective Proportion immediately prior to the making of that Advance, adjusted
to take account of any limit applying under Clause 6.6 (Relationship with Revolving Facility).


 


(b)           The
Agent shall promptly notify each Swingline Facility Lender of the amount,
currency and Euro Amount of each Swingline Facility Advance upon receipt of a
Utilisation Request.


 


6.5          Reduction of Available Commitment


 


If a Swingline
Facility Lender’s Swingline Facility Commitment is reduced in accordance with
the terms hereof after the Agent has received the Utilisation Request for a
Swingline Facility Advance and such reduction was not taken into account in the
Available Swingline Facility, then both the Euro Amount of the relevant
Swingline Facility Advance and the amount of that Swingline Facility Advance
made or to be made shall be reduced accordingly.


 


6.6          Relationship with Revolving Facility


 


(a)           Notwithstanding
any other term of this Agreement, a Swingline Facility Lender is only obliged
to participate in a Revolving Facility Advance or a Swingline Facility Advance
to the extent that it would not result in the Euro Amount of its participation
in the Revolving Facility Advances and the Swingline Facility Advances
exceeding its Revolving Facility Commitment.


 


(b)           Where,
but for the operation of paragraph (a) above, the Euro Amount of a Swingline
Facility Lender’s participation in the Revolving Facility Advances and the
Swingline Facility Advances would have exceeded its Revolving Facility
Commitment, the excess will be apportioned among the other Swingline Facility
Lenders participating in the relevant Advance pro rata according to their
relevant Commitments.  This calculation
will be applied as often as necessary until the relevant Advance is apportioned
among the relevant Swingline Facility Lenders in a manner consistent with
paragraph (a) above.


 


(c)           Each
Swingline Facility Lender shall ensure that its Revolving Facility Commitment
is not to be less than its Swingline Facility Commitment.


 


6.7          Consequences of a Swingline Facility Advance not being repaid


 


(a)           If a
Swingline Facility Advance is not repaid on its due date, each Revolving
Facility Lender must pay to the Agent for the account of the Swingline Facility
Lenders an amount calculated as described below within three Business Days of
demand by the Agent.


 


67

















 


(b)           The
amount (if any) required to be paid by a Revolving Facility Lender is the
proportion of the Swingline Facility Advance not repaid which the Revolving
Facility Commitment of that Revolving Facility Lender bears to the aggregate
amount of the Revolving Facility Commitments less the amount of its
participation, before any adjustment under this Clause 6.7, in the unpaid
amount of the Swingline Facility Advance together with any interest accrued and
unpaid on that amount from the date on which such Swingline Facility Advance
was made to the date of payment by that Revolving Facility Lender.  If this produces a negative figure for a
Revolving Facility Lender, no amount need be paid by that Revolving Facility
Lender.


 


(c)           On a
payment under this Clause 6.7, the paying Revolving Facility Lender will be
subrogated to the rights of the Swingline Facility Lenders which have shared in
the payment received.


 


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


 


(e)           Any
payment under this Clause 6.7 does not reduce the obligations in aggregate of
the Borrower.


 


7.             UNCOMMITTED INCREMENTAL FACILITIES


 


7.1          Incremental Term Facility


 


(a)           Incremental
Term Facility Commitments


 


(i)            The
Borrower shall have the right, in consultation and coordination with the Agent
as to all of the matters set forth below in this Clause 7.1, but without
requiring the consent of any of the Lenders, to request at any time and from
time to time after the Syndication Date and prior to the relevant Termination
Date for the respective Tranche of Incremental Term Facility Advances that one
or more Lenders or one or more Eligible Institutions provide to the Borrower
Incremental Term Facility Commitments under such Tranche of Incremental Term
Facility as designated in the respective Incremental Term Facility Commitment
Agreement and, subject to the terms and conditions contained in this Agreement
and in the respective Incremental Term Facility Commitment Agreement, make
Incremental Term Facility Advances pursuant thereto, so long as:


 


(A)          no
Default or Event of Default then exists or would result therefrom and all of
the Repeating Representations contained herein and in the other Finance
Documents are true and correct in all material respects at such time (unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date);


 


(B)          the
Borrower and its Subsidiaries will be in compliance with Clause 24 (Financial Condition) on a Pro Forma Basis
after giving effect to each


 


68

















 


incurrence
of Incremental Term Facility Advances and the application of the proceeds
therefrom; and


 


(C)          on
or before the date of each Incremental Term Facility Commitment Agreement, the
Borrower shall have delivered to the Agent a certificate of the Authorised
Representative of the Borrower certifying (A) which provisions (if any) of the
Permitted Subordinated Indebtedness Documents the respective incurrence of
Incremental Term Facility Advances will be allowed under and demonstrating in
reasonable detail that the full amount of such Incremental Term Facility
Advances may be incurred in accordance with, and will not violate the
provisions of, the Permitted Subordinated Indebtedness Document, (B) the ratio of
Senior Indebtedness to Consolidated EBITDA is less than 3.00:1.00 (based on the
most recently delivered Compliance Certificate in accordance with paragraph (e)
(Officer’s Certificates) of
Clause 23.1 (Information Covenants))
and (C) the purpose of the use of the proceeds of such Tranche of Incremental
Term Facility.


 


(ii)           Furthermore, it is
understood and agreed that:


 


(A)          no
Lender shall be obligated to provide an Incremental Term Facility Commitment,
and until such time, if any, as such Lender has agreed in its sole discretion
to provide an Incremental Term Facility Commitment and executed and delivered
to the Borrower and the Agent an Incremental Term Facility Commitment Agreement
as provided in paragraph (b) (Incremental
Term Facility Commitment Agreement) of this Clause 7.1, such Lender
shall not be obligated to fund any Incremental Term Facility Advances;


 


(B)          any
Lender (including Eligible Institutions) may so provide an Incremental Term
Facility Commitment without the consent of the Agent or any other Lender;


 


(C)          each
Tranche of Incremental Term Facility Commitments shall be made available to the
Borrower;


 


(D)          the
amount of each Tranche of Incremental Term Facility Commitments shall be in a
minimum aggregate amount for all Lenders which provide an Incremental Term
Facility Commitment under such Tranche of Incremental Term Facility Advances of
at least $50,000,000 (or the Euro Amount thereof as determined at the time that
Incremental Term Facility Commitments are obtained);


 


(E)           the
aggregate amount of all Incremental Term Facility Commitments permitted to be
provided pursuant to this Clause 7.1 shall not exceed $372,000,000 (or the Euro
Amount thereof as determined at the time that such Incremental Term Facility
Commitments are obtained) (it being understood and agreed, however, to
the extent that any such Incremental Term Facility Commitments are obtained but
later expire, terminate or are voluntarily reduced in each case without being


 


69

















 


utilised,
the amount of such Incremental Term Facility Commitments so expired, terminated
or voluntarily reduced may again be available to be obtained under this Clause
7.1 within the limits set forth herein);


 


(F)           the
up-front fees and, if applicable, any unutilised commitment fees and/or other
fees, payable in respect of each Incremental Term Facility Commitment shall be
separately agreed to by the Borrower and each Incremental Term Facility Lender;


 


(G)          each
Tranche of the Incremental Term Facility shall have (i) a Final Maturity Date
of no earlier than the Final Maturity Date of the B Facilities and (ii) a
Weighted Average Life to Maturity of no less than the Weighted Average Life to
Maturity as then remaining for the B Facilities;


 


(H)          any Incremental Term Facility Advance being incurred
under any single Incremental Term Facility Commitment Agreement shall be used
for Permitted Acquisitions and/or the redemption of the Senior Subordinated
Notes.  The date of the consummation of
a Permitted Acquisition (as well as the date on which any Indebtedness assumed
as part of such Permitted Acquisition is to be refinanced) or, as the case may
be, the date of the redemption of the Senior Subordinated Notes being prepaid
with the proceeds of such Incremental Term Facility Advance, shall occur no
later than 10 Business Days after the date of the incurrence of such
Incremental Term Facility Advance;


 


(I)            each
Incremental Term Facility Commitment Agreement shall specifically designate,
with the approval of the Agent, that the Tranche of the Incremental Term
Facility Commitments being provided thereunder shall be a new Tranche which
shall exist separately from any existing Tranche of the Incremental Term
Facility, Incremental Term Facility Commitments or other Term Facility Advance,
unless the requirements of paragraph (c) (Constitution
of each Tranche of Incremental Term Facility) of this Clause 7.1 are
satisfied in which case such Tranche shall be added on to an existing Tranche
of the Incremental Term Facility (or Incremental Term Facility Commitments) or
another B Facility Advance in accordance with paragraph (c) (Constitution of each Tranche of Incremental Term
Facility) of this Clause 7.1;


 


(J)           all
Incremental Term Facility Advances (and all interest, fees and other amounts
payable thereon) shall be obligations under this Agreement and the other
applicable Finance Documents and shall be secured by the Security Documents, on
a pari  passu basis
with all other Term Facility Outstandings; and


 


(K)          each
Lender agreeing to provide an Incremental Term Facility Commitment pursuant to
an Incremental Term Facility Commitment Agreement shall, subject to the
satisfaction of the relevant conditions set forth in this Agreement, make
Incremental Term Facility Advances under the Tranche specified in such
Incremental Term Facility


 


70

















 


Commitment
Agreement as provided in Clause 4.2 (Conditions
to Utilisation of Incremental Term Facility) and such Advances shall
thereafter be deemed to be Incremental Term Facility Advances under such
Tranche for all purposes of this Agreement and the other applicable Finance
Documents.


 


(b)           Incremental
Term Facility Commitment Agreement


 


At the
time of the provision of Incremental Term Facility Commitments pursuant to this
Clause 7, the Borrower, each other Obligor, the Agent and each such Lender
or other Eligible Institution which agrees to provide an Incremental Term
Facility Commitment (each, an “Incremental
Term Facility Lender”) shall execute and deliver to the Borrower and
the Agent an Incremental Term Facility Commitment Agreement, appropriately
completed (with the effectiveness of the Incremental Term Facility Commitment
provided therein to occur on the date set forth in such Incremental Term
Facility Commitment Agreement, which date in any event shall be no earlier than
the date on which all fees required to be paid in connection therewith at the
time of such effectiveness shall have been paid, all conditions set forth in
this Clause 7 shall have been satisfied and all other conditions precedent that
may be set forth in such Incremental Term Facility Commitment Agreement shall
have been satisfied).  In addition on or
prior to the effective date of the respective Incremental Term Facility
Commitment Agreement:


 


(i)            the
Parent, the Borrower and its Subsidiaries shall have delivered such technical
amendments, modifications and/or supplements to the respective Security
Documents as are reasonably requested by the Agent to ensure that the
additional Facilities Obligations to be incurred pursuant to the Incremental
Term Facility Commitments are secured by, and entitled to the benefits of, the
Security Documents (to the extent required by the terms of this Agreement), and
each of the Lenders hereby agrees to, and authorises the Security Trustee to
enter into, any such technical amendments, modifications and/or supplements;


 


(ii)           the
Agent shall have received an opinion or opinions, in form and substance
reasonably satisfactory to the Agent, from counsel reasonably satisfactory to
the Agent and dated such date, covering such of the matters set forth in the
opinions of counsel delivered to the Agent on the Initial Borrowing Date
pursuant to Clause 3.1 (Conditions Precedent)
as may be reasonably requested by the Agent, and such other matters incident to
the transactions contemplated thereby as the Agent may reasonably request;


 


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


 


(iv)          in
addition to the applicable conditions precedent set forth in Part I of
Schedule 3 (Conditions Precedent to
First Utilisation), the Agent shall have received from the
Authorised Representative of the Borrower a certificate certifying that the
conditions set forth in paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility) have been
satisfied (together with calculations demonstrating same (where applicable) in
reasonable detail and


 


71

















 


copies of the certificate set forth in such
paragraph (a)(i)(C)) of Clause 7.1 (Incremental
Term Facility).


 


The
Agent shall promptly notify each Lender as to the effectiveness of each
Incremental Term Facility Commitment Agreement and, at such time, Part I of
Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect
the Incremental Term Facility Commitments of such Incremental Term Facility
Lenders.


 


(c)           Constitution
of each Tranche of Incremental Term Facility


 


Notwithstanding anything to the contrary contained
above in this Clause 7.1, the Incremental Term Facility Commitments provided by
an Incremental Term Facility Lender or Incremental Term Facility Lenders, as
the case may be, pursuant to each Incremental Term Facility Commitment
Agreement shall constitute a new Tranche, which shall be separate and distinct
from the existing Tranches pursuant to this Agreement provided that, with the
consent of the Agent, the parties to a given Incremental Term Facility
Commitment Agreement may specify therein that the respective Incremental Term
Facility Advance made pursuant thereto shall constitute part of, and be added
to, an existing Tranche of Incremental Term Facility Advances or to the B1
Facility Advances or B2 Facility Advances, in either case so long as the
following requirements are satisfied:


 


(i)            the
Incremental Term Facility Advances to be made pursuant to such Incremental Term
Facility Commitment Agreement shall be made to the Borrower, shall be denominated
in the same currency, shall have the same Final Maturity Date and shall have
the same Applicable Margins as the Facility to which the new Incremental Term
Facility Advances are being added;


 


(ii)           the
new Incremental Term Facility Advances shall have the same scheduled repayment
dates as then remain with respect to the Tranche to which such new Incremental
Term Facility Advances are being added (with the amount of each repayment
applicable to such new Incremental Term Facility Advances to be the same (on a
proportionate basis) as is theretofore applicable to the Tranche to which such
new Incremental Term Facility Advances are being added, thereby increasing the
amount of each then remaining repayment of the respective Tranche
proportionately); and


 


(iii)         on the
date of the making of such new Incremental Term Facility Advances, and
notwithstanding anything to the contrary set forth in Clause 15 (Interest on Term Facility Advances), such
new Incremental Term Facility Advance shall be added to (and form part of) the
Term Facility Outstandings of the respective Tranche on a pro rata basis (based on the
relative sizes of the various Term Facility Outstandings), so that each Lender
will participate proportionately in each then Term Facility Outstandings of the
respective Tranche, and so that the existing Lenders with respect to such
Tranche continue to have the same participation (by amount) in each borrowing
as they had before the making of the new Incremental Term Facility Advances of
such Tranche.


 


72

















 


7.2          Incremental Revolving Facility


 


(a)           Incremental
Revolving Facility Commitments


 


(i)            The
Borrower shall have the right, in consultation and coordination with the Agent
as to all of the matters set forth below in this Clause 7.2, but without
requiring the consent of any of the Lenders, to request at any time and from
time to time after the Syndication Date and prior to the Termination Date for
the Incremental Revolving Facility that one or more Lenders or one or more
Eligible Institutions provide to the Borrower Incremental Revolving Facility
Commitments under the Incremental Revolving Facility as designated in the
respective Incremental Revolving Facility Commitment Agreement and, subject to
the terms and conditions contained in this Agreement and in the respective
Incremental Revolving Facility Commitment Agreement, make Utilisations pursuant
thereto, so long as no Default or Event of Default then exists or would result
therefrom and all of the Repeating Representations contained herein and in the
other Finance Documents are true and correct in all material respects at such
time (unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date).


 


(ii)           Furthermore,
it is understood and agreed that:


 


(A)          no
Lender shall be obligated to provide an Incremental Revolving Facility
Commitment, and until such time, if any, as such Lender has agreed in its sole
discretion to provide an Incremental Revolving Facility Commitment and executed
and delivered to the Borrower and the Agent an Incremental Revolving Facility
Commitment Agreement as provided in paragraph (b) (Incremental Revolving Facility Commitment Agreement) of this
Clause 7.2, such Lender shall not be obligated to provide any Incremental
Revolving Facility;


 


(B)          any
Lender (including Eligible Institutions) may so provide an Incremental
Revolving Facility Commitment without the consent of the Agent or any other
Lender;


 


(C)          each
of the Incremental Revolving Facility Commitments shall be made available to
the Borrower;


 


(D)          each
provision of Incremental Revolving Facility Commitments shall be in a minimum
aggregate amount for all Lenders of €10,000,000 and in integral multiples of
€5,000,000;


 


(E)           the
aggregate amount of all Incremental Revolving Facility Commitments permitted to
be provided pursuant to this Clause 7.2 shall not exceed €65,000,000;


 


(F)           the
up-front fees and, if applicable, any unutilised commitment fees and/or other
fees, payable in respect of each Incremental Revolving Facility Commitment
shall be separately agreed to by the Borrower and each Incremental Revolving
Facility Lender; and


 


73

















 


(G)          all
Utilisations under the Incremental Revolving Facility Commitments (and all
interest, fees and other amounts payable thereon) shall be Facilities
Obligations under this Agreement and the other applicable Finance Documents and
shall be secured by the Security Documents, on a pari  passu basis with all other Revolving
Facility Outstandings.


 


(b)           Incremental
Revolving Facility Commitment Agreement


 


At the
time of the provision of Incremental Revolving Facility Commitments pursuant to
this Clause 7, the Borrower, each other Obligor, the Agent and each such
Lender or other Eligible Institution which agrees to provide an Incremental
Revolving Facility Commitment (each, an “Incremental
Revolving Facility Lender”) shall execute and deliver to the
Borrower and the Agent an Incremental Revolving Facility Commitment Agreement,
appropriately completed (with the effectiveness of the Incremental Revolving
Facility Commitment provided therein to occur on the date set forth in such
Incremental Revolving Facility Commitment Agreement, which date in any event
shall be no earlier than the date on which all fees required to be paid in
connection therewith at the time of such effectiveness shall have been paid,
all conditions set forth in this Clause 7.2 shall have been satisfied and all
other conditions precedent that may be set forth in such Incremental Revolving
Facility Commitment Agreement shall have been satisfied).  The Agent shall promptly notify each Lender
as to the effectiveness of each Incremental Revolving Facility Commitment
Agreement and at such time, (i) the Revolving Facility shall be increased by
the aggregate amount of such Incremental Revolving Facility Commitments, (ii)
Section A of Part I of Schedule 1 (Lenders
and Commitments) shall be deemed modified to reflect the revised
Revolving Facility Lenders.  In addition
on or prior to the effective date of the respective Incremental Revolving
Facility Commitment Agreement:


 


(i)            the
Parent, the Borrower and its Subsidiaries shall have delivered such technical
amendments, modifications and/or supplements to the respective Security
Documents as are reasonably requested by the Agent to ensure that the
additional Facilities Obligations to be incurred pursuant to the Incremental
Revolving Facility Commitments are secured by, and entitled to the benefits of,
the Security Documents (to the extent required by the terms of this Agreement),
and each of the Lenders hereby agrees to, and authorises the Security Trustee
to enter into, any such technical amendments, modifications and/or supplements;


 


(ii)           the
Agent shall have received an opinion or opinions, in form and substance
reasonably satisfactory to the Agent, from counsel reasonably satisfactory to
the Agent and dated such date, covering such of the matters set forth in the
opinions of counsel delivered to the Agent on the Initial Borrowing Date
pursuant to Clause 3.1 (Conditions Precedent)
as may be reasonably requested by the Agent, and such other matters incident to
the transactions contemplated thereby as the Agent may reasonably request;


 


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


 


74

















 


(iv)          in
addition to the applicable conditions precedent set forth in Part I of
Schedule 3 (Conditions Precedent to
First Utilisation), the Agent shall have received from the
Authorised Representative of the Borrower a certificate certifying that the
conditions set forth in paragraphs (a)(i) (Incremental
Revolving Facility Commitments) of this Clause 7.2 have been
satisfied.


 


(c)           Constitution
of Incremental Revolving Facility


 


At the
time of any provision of Incremental Revolving Facility Commitments pursuant to
this Clause 7.2, the Borrower shall, in coordination with the Agent, repay
outstanding Revolving Facility Advances of certain of the Revolving Facility
Lenders, and incur additional Revolving Facility Advances from certain other
Revolving Facility Lenders (including the Incremental Revolving Facility
Lenders), in each case to the extent necessary so that all of the Revolving
Facility Lenders participate in each Utilisation under the Revolving Facility pro
rata on the basis of their respective Revolving Facility Commitments
(after giving effect to any increase in the Revolving Facility pursuant to this
Clause 7.2 and with the Borrower being obligated to pay to the respective
Revolving Facility Lenders any costs of the type referred to in Clause 33 (Borrower’s Indemnities) in connection with
any such repayment and/or Utilisation.


 


8.             OPTIONAL
CURRENCIES


 


8.1          Selection of Currency


 


The Borrower (or the Parent on its behalf) shall
select the currency of an Advance made to it (which shall be euro or an
Optional Currency) in the Utilisation Request relating to the relevant Advance
provided that an A Facility Advance shall be made in euro, a B1 Facility
Advance shall be made in dollars and a B2 Facility Advance shall be made in
euro.


 


8.2          No Change of Currency


 


Once utilised, no Term Facility Advance shall be
outstanding in any currency other than the currency in which it was first
utilised.


 


9.             REPAYMENT OF REVOLVING AND SWINGLINE FACILITY OUTSTANDINGS


 


9.1          Repayment of Revolving Facility Advances


 


Each Borrower shall (subject to Clause 9.2 (Rollover
Advances)) repay the full amount of each Revolving Facility Advance
and Swingline Facility Advance made to it on the Repayment Date, provided that
if such Repayment Date is not a Business Day in the relevant jurisdiction for
payment, payment shall instead be made on the next succeeding Business Day.


 


9.2          Rollover Advances


 


Without prejudice to the Borrower’s obligation to
repay the full amount of each Revolving Facility Advance on the applicable
Repayment Date, where, on the same day on which the Borrower is due to repay a
Revolving Facility Advance (a “Maturing
Advance”) the Borrower has also requested that a Revolving Facility
Advance in the same currency as the


 


75

















 


Maturing Advance be made to it (a “Rollover Advance”), subject to the Lenders
being obliged to make such Rollover Advance under Clause 4.1 (Conditions
to Utilisation), the amount to be so repaid and the amount to be so
drawn down shall be netted off against each other so that the amount which the
Borrower is actually required to repay or, as the case may be, the amount which
the Lenders are actually required to advance to the Borrower, shall be the net
amount remaining after such netting off provided that the Borrower shall not be
permitted to rollover any Advances denominated in an Optional Currency to the
extent that such Advance, when notionally converted into euros at the Agent’s
Spot Rate of Exchange on the Quotation Date for the next Term and aggregated
with the Euro Amount of all other Revolving Facility Outstandings would result
in the aggregate amount of all Revolving Commitments being exceeded by an
amount greater than 5 per cent.


 


9.3          Cash Collateralisation of Documentary Credits


 


In relation to any unexpired Documentary Credit, the
Borrower may give the Agent not less than 3 Business Days’ prior written notice
of its intention to repay a Documentary Credit issued to it, and, having given
such notice, shall procure that the relevant Outstanding L/C Amount in respect
of such Documentary Credit is reduced to zero and repaid in full by providing
cash cover therefor (in accordance with Clause 5 (Documentary Credits)) or by
reducing the Outstanding L/C Amount of such Documentary Credit or by cancelling
such Documentary Credit and returning the original to the L/C Bank or the Agent
on behalf of the Lenders.


 


10.          REPAYMENT OF TERM FACILITY OUTSTANDINGS


 


10.1        Repayment of A Facility Outstandings


 


The Borrower shall make such repayments as may be
necessary to ensure that on each of the dates set out in the table below (each
an “A Facility Repayment Date”)
the aggregate Euro Amount of the A Facility Outstandings (as at the close of
business in London on the Termination Date relating to the A Facility) is
reduced by an amount equal to the percentage of such A Facility Outstandings
set out in the table below provided that the final Repayment Date shall be the
Final Maturity Date for the A Facility and the aggregate amount of all A
Facility Outstandings shall be repayable on such A Facility Repayment Date.


 


	
  Repayment
  Dates

  	
   

  	
  Percentage
  of A Facility Outstandings

  Repayable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2004

  	
   

  	
  1.625 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2004

  	
   

  	
  1.625 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2004

  	
   

  	
  1.625 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2004

  	
   

  	
  1.625 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2005

  	
   

  	
  3.375 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2005

  	
   

  	
  3.375 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2005

  	
   

  	
  3.375 per cent.

  	
   

  



 


76

















 


	
  Repayment
  Dates

  	
   

  	
  Percentage
  of A Facility Outstandings

  Repayable

  	
   

  
	
   

  	
   

  	
   

  	
   

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


 


	
  Repayment
  Dates

  	
   

  	
  Percentage
  of A Facility Outstandings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2008

  	
   

  	
  9.00 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  9.00 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1 May 2009

  	
   

  	
  10 per cent.

  	
   

  



 


77

















 


10.2        Repayment of B Facility Outstandings


 


The Borrower shall make such repayments as may be
necessary to ensure that on each of the dates set out in the table below (each
a “B Facilities Repayment Date”)
the aggregate Euro Amount of the B1 Facility Outstandings (as at the close of
business in London on the Termination Date relating to the B1 Facility) and the
aggregate amount of the B2 Facility Outstandings (as at the close of business
in London on the Termination Date relating to the B2 Facility) are each reduced
by an amount equal to the percentage of such B Facility Outstandings set out in
the table below provided that the final Repayment Date shall be the Final
Maturity Date for the B Facilities and the aggregate amount of all B Facility
Outstandings shall be repayable on such B Facilities Repayment Date.


 


	
  Repayment
  Dates

  	
   

  	
  Percentage
  of B Facility Outstandings

  Repayable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2004

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2004

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2004

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2004

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2005

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2005

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2005

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2005

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2006

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2006

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2006

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2006

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2007

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2007

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2007

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2007

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2008

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2008

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2008

  	
   

  	
  0.25 per cent.

  	
   

  



 


78

















 


	
  Repayment
  Dates

  	
   

  	
  Percentage
  of B Facility Outstandings

  Repayable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  23.5 per cent.

  	
   

  



 


Provided that:


 


(a)           in the
event the Senior Subordinated Notes are not Refinanced on or before 1
November 2008, the Final Maturity Date with respect to the B Facilities
shall be 1 May 2009 and on and from 1 November 2008 the B Facilities
Repayment Dates and the percentage of the B1 Facility Outstandings and B2
Facility Outstandings payable on such dates shall be as follows:


 


	
  Repayment
  Dates

  	
   

  	
  Percentage
  of B Facility Outstandings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2008

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  47.5 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1 May 2009

  	
   

  	
  47.5 per cent.

  	
   

  



 


(b)           in the
event the Senior Subordinated Notes have been Refinanced on or before 1
November 2008 and any of the Parent Preference Shares C remain outstanding
as at 1 October 2009, the Final Maturity Date with respect to the B
Facilities shall be 30 April 2010 and on and from 1 October 2009 the
B Facilities Repayment Dates and the percentage of the B1 Facility Outstandings
and B2 Facility Outstandings payable on such dates shall be as follows:


 


	
  Repayment
  Dates

  	
   

  	
  Percentage
  of B Facility Outstandings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2009

  	
   

  	
  0.25 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2010

  	
   

  	
  47 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1 May 2010

  	
   

  	
  47 per cent.

  	
   

  



 


79

















 


10.3        Repayment of Incremental Term Facility Outstandings


 


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


 


10.4        No Reborrowing of Term Facility Advances


 


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


 


11.          CANCELLATION


 


11.1        Voluntary Cancellation


 


(a)           Subject
to Clause 11.2 (Restriction), the Borrower may, by giving to the Agent not
less than 3 Business Days’ prior written notice to that effect, cancel the
whole or any part (being a minimum amount of €1,000,000 and an integral multiple of €1,000,000) of any Available
Facility and any such cancellation shall permanently reduce the relevant
Available Commitments of the Lenders proportionately.


 


(b)           In the
event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender)
to consent to certain proposed changes, waivers, discharges or terminations
with respect to this Agreement which have been approved by the Instructing
Group, 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 (which notice the Agent shall promptly
transmit to each of the Lenders) terminate all or, as the case may be, any
Commitment, if any, of such Lender, so long as:


 


(i)            the
Outstandings with respect to such Commitment being cancelled, together with
accrued and unpaid interest, fees and all other amounts, owing to such Lender
(excluding amounts owing in respect of Outstandings of any other Facility
maintained by such Lender which are not being repaid pursuant to Clause 45.7 (Replacement of non-Instructing Group Lender))
are repaid concurrently with the effectiveness of such termination (at which
time Part I of Schedule 1 (Lenders and
Commitments) shall be deemed modified to reflect such changed
amounts); and


 


(ii)           after
giving effect to such termination (and other adjustments to each Lender’s
Proportion of the Revolving Facility Commitment and/or related L/C Proportion
of the remaining Lenders as contemplated below), none of the Revolving Facility
Outstandings of any remaining Lender shall exceed its Revolving Facility
Commitment.


 


(c)           After
giving effect to the termination of the Commitments of any Lender pursuant to
the provisions of paragraph (b) above, unless the respective Lender continues
to have Term Facility Outstandings or other Commitments (if any) hereunder,
such Lender


 


80

















 


shall no longer constitute a “Lender” for
purposes of this Agreement, except with respect to indemnifications under this
Agreement (including, without limitation, Clauses 18 (Taxes), 19 (Increased
Costs), 33 (Borrower’s Indemnities), 37 (Sharing
Among the Finance Parties) and 40 (Costs and Expenses)), which
shall survive as to such repaid Lender.


 


(d)           Immediately
after the Revolving Facility Commitment of any Lender is terminated pursuant to
paragraph (b) above, there shall occur automatic consequential adjustments (as determined
by the Agent) in each Lender’s Proportion of Revolving Facility Commitments
(and as a result thereof in the related L/C Proportions) of the remaining
Revolving Facility Lenders.


 


11.2        Restriction


 


The Borrower may not give a notice of cancellation
pursuant to Clause 11.1 (Voluntary Cancellation) in respect of any
amount of the Available Term Facilities required to refinance, in full, the
Existing Credit Agreement.


 


11.3        Notice of Cancellation


 


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


 


11.4        Cancellation of Available Commitments


 


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


 


12.          VOLUNTARY
PREPAYMENT


 


12.1        Voluntary Prepayment


 


(a)           The
Borrower shall, if it (or the Parent on its behalf) has given to the Agent not
less than 3 Business Days’ prior
written notice to that effect, repay an Advance in whole or in part (but if in
part, in an amount that reduces the Euro Amount of the relevant Advance by a
minimum amount of €1,000,000 and an integral multiple of €1,000,000) together with accrued
interest on the amount repaid without premium or penalty but subject to the
payment of any Break Costs.


 


(b)           In the
event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender)
to consent to certain proposed changes, waivers, discharges or terminations
with respect to this Agreement which have been approved by the Instructing
Group, the Borrower may, upon five Business Days’ written notice by an
Authorised Representative of the Borrower to the Agent (which notice the Agent
shall promptly transmit to each of the Lenders) repay all Outstandings,
together with accrued and unpaid interest, fees, and other amounts owing to
such Lender (or owing to such Lender with respect to each Facility which gave
rise to the need to obtain such Lender’s individual consent) in accordance
with, and subject to the requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender)
so long as:


 


81

















 


(i)            in
the case of the repayment of Revolving Facility Outstandings of any Lender
pursuant to this paragraph (b), the Revolving Facility Commitment of such Lender
(if any), is terminated concurrently with such repayment (at which time Part I
of Schedule 1 (Lenders and Commitments)
shall be deemed modified to reflect the changed Revolving Facility
Commitments); and


 


(ii)           in the
case of the repayment of any Term Facility Outstandings of any Lender pursuant
to this paragraph (b), the Term Facility Commitment of such Lender (if any) is
terminated concurrently with such repayment (at which time Part I of
Schedule 1 (Lenders and Commitments)
shall be deemed modified to reflect the changed Term Facility Commitments).


 


12.2        Right of Prepayment and Cancellation in relation to a single Lender


 


If any Lender is owed any amounts as set out in
paragraph (b) of Clause 21.1 (Replacement of
Lenders), the Borrower shall have the rights as set out in Clause
21.1 (Replacement of Lenders).


 


12.3        Application of Voluntary Prepayments


 


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


 


(i)            to
the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility
Advances and any Incremental Term Facility Advances pro rata to the respective
Term Facility Outstandings; in relation to each Facility such prepayment shall
be applied against all remaining Scheduled Repayments of such Facility pro rata
to the respective amounts of such Scheduled Repayments; or


 


(ii)           if the
Borrower so elects, in the following order:


 


(A)          first to the prepayment, in direct order
of maturity, of Scheduled Repayments of Term Facilities which will be due
within 15 months after the date of the respective voluntary prepayment, applied
in respect of each Scheduled Repayment Date to repay in full all Scheduled
Repayments of all Term Facilities due on such Scheduled Repayment Date or, if
the prepayment is insufficient to make such repayment in full in respect of a
Scheduled Repayment Date, to the Scheduled Repayments for each Facility due on
such Scheduled Prepayment Date pro rata to the relative amounts of such
Scheduled Repayments; and


 


(B)           second, to the prepayment of A Facility
Advances, B1 Facility Advances, B2 Facility Advances and any Incremental Term Facility
Advances pro rata to the relevant Term Facility Outstandings (as reduced by the
prepayments referred to in paragraph (A) above); in relation to each Facility
such prepayment shall be applied against all


 


82

















 


remaining Scheduled Repayments of such Facility pro
rata to the respective amounts of such Scheduled Repayments.


 


(b)           Waivable Voluntary Repayment:  In relation to any
repayment made pursuant to Clause 12.1 (Voluntary
Prepayment) in respect of a Term Facility Advance and without
prejudice to paragraph (a) above, which is required to be applied to B Facility
Advances, if on or prior to the date of the respective voluntary repayment
pursuant to this Clause 12, the Borrower has given the Agent written
notification that it has elected to give each Lender with B Facility
Outstandings the right to waive such Lender’s rights to receive such repayment
(the “Waivable Voluntary Repayment”)
the Agent shall notify such Lenders of such receipt and the amount of the
repayments to be applied to each such Lender’s Proportion of B Facility
Outstandings, provided that in no event shall the aggregate amount of
any Waivable Voluntary Repayment exceed the aggregate principal amount of Term
Facility Outstandings (excluding B Facility Outstandings) after giving effect
to any applications of payments (other than any reallocation of the respective
Waivable Voluntary Repayment pursuant to this sub-paragraph (b)) to such other
Term Facility Outstandings as a result of the repayments then being made
pursuant to this Clause 12.


 


Waive Mechanics:  In the event
any Lender with B Facility Outstandings desires to waive its right to receive
any such Waivable Voluntary Repayment in whole or in part, such Lender shall so
advise the Agent no later than 5:00 p.m. five Business Days after the date of
such notice from the Agent which notice shall also include the amount the
Lender desires to receive with respect to its B Facility Outstandings.  If the Lender does not reply to the Agent
within such five Business Day period, it will be deemed acceptance of the total
payment.  If the Lender does not specify
an amount it wishes to receive, it will be deemed acceptance of 100 per cent.
of the total payment.  In the event that
any such Lender waives its rights to any such Waivable Voluntary Repayment, the
Agent shall apply 100 per cent. of the amount so waived by such Lenders to:


 


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


 


(y)           to the extent in excess of the amount to
be applied pursuant to preceding clause (x), to reduce the Available Revolving
Facility on a pro rata basis based on the relative amounts of the
Available Revolving Facility and the Revolving Facility Outstandings (in each
case as in effect before giving effect to such reduction).


 


Cash Collateral:  If the
Borrower elects to give the notice described above in this sub-paragraph (b)
with respect to any voluntary repayment, the amount of the respective Waivable
Voluntary Repayment shall be deposited with the Agent on the date the voluntary
repayment is otherwise made pursuant to sub-paragraph (a) above (and held by
the Agent as cash collateral for the B Facility Outstandings and, but only to
the extent Lenders with B Facility Outstandings waive their right to receive
their share of the Waivable Voluntary Repayment, for the benefit of all Lenders
in a cash collateral account which shall permit the investment thereof in Cash
Equivalents reasonably satisfactory to the Agent until the proceeds are applied
to the applicable Outstandings) and the respective repayment shall not be
required to be made until the


 


83

















 


seventh
Business Day occurring after the date the respective repayment would otherwise
have been required to be made.


 


Partial Waiver of Repayment: 
Notwithstanding anything to the contrary contained above, if one or more
Lenders holding B Facility Outstandings waives its right to receive all or any
part of any Waivable Voluntary Repayment, but less than all the Lenders holding
the respective B Facility Outstandings waive in full their right to receive 100
per cent. of the total payment otherwise required with respect to the
respective B Facility Outstandings, then of the amount actually applied to the
repayment of the respective B Facility Outstandings of Lenders which have
waived in part, but not in full, their right to receive 100 per cent. of such
repayment, such amount shall be applied to each B Facility Advance of the
respective B Facility Outstandings on a pro rata basis (so that each Lender
holding B Facility Outstandings shall, after giving effect to the application
of the respective repayment, maintain the same percentage (as determined for
such Lender, but not the same percentage as the other Lenders hold and not the
same percentage held by such Lender prior to repayment) of each B Facility
Advance which remains outstanding after giving effect to such
application).  For the avoidance of
doubt any amount to be applied in accordance with this paragraph shall only
apply to such portion (if any) of the B Facility Outstandings which such B
Facility Lender has not waived.


 


12.4        Release from Obligation to make Advances


 


A Lender for whose account a repayment is to be made
under Clause 12.2 (Right of Prepayment and Cancellation in relation to a
single Lender) shall not be obliged to participate in the making of
Advances (including Revolving Facility Advances) or in the issue or
counter-guarantee in respect of Documentary Credits on or after the date upon
which the Agent receives the relevant notice of intention to repay such
Lender’s share of the Outstandings, on which date all of such Lender’s
Available Commitments shall be cancelled and all of its Commitments shall be
reduced to zero.


 


12.5        Notice of Repayment


 


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


 


12.6        Restrictions on Repayment


 


No Obligor shall repay all or any part of any
Advance  (including, at any time, a
Revolving Facility Advance) except at the times and in the manner expressly
provided for in this Agreement.


 


84

















 


12.7        Cancellation upon Repayment


 


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


 


13.          MANDATORY
PREPAYMENT


 


13.1        Repayment from Net Proceeds


 


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


 


(i)            the
issuances of the Parent Common Stock in accordance with any employee incentive
plan of the Parent and its Subsidiaries (including as a result of the exercise
of any options with respect thereto) in an aggregate amount not to exceed
€30,000,000 in any fiscal year of the Parent;


 


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


 


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


 


(iv)          the
issuance of the Parent Common Stock in an aggregate amount not to exceed
€3,000,000 in any fiscal year of the Parent.


 


(b)           Asset Sale: The Parent
shall procure that on each date upon which the Parent or any of its
Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception
Conditions apply) receives Net Sale Proceeds from any Asset Sale (including,
for the avoidance of doubt, in relation to any sale, lease or disposal of CEAL
or all or substantially all of the assets of the CEAL Group), an amount equal
to 100 per cent. of the Net Sale Proceeds from such Asset Sale shall be applied
in accordance with Clause 13.3 (Application
of Mandatory Prepayments), provided that (save in respect of any
Asset Sale in relation to any sale, lease or disposal of CEAL or all or
substantially all of the assets of the CEAL Group), so long as no Default or
Event of Default then exists:


 


85

















 


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


 


(ii)           if the
Consolidated Leverage Ratio is less than or equal to 3.75:1.00 on the date of
the respective Asset Sale (before giving effect to any application of the
proceeds thereof), up to €50,000,000 (it being understood and agreed that if
this sub-paragraph (ii) is applicable on the date of any Asset Sale but
subsequently ceases to apply, the Net Sale Proceeds of Asset Sales previously
made when this sub-paragraph (ii) was applicable shall be permitted to be
utilised as provided in this sub-paragraph (ii) and shall also be taken into
account in determining whether additional Net Cash Proceeds of Asset Sales may
be retained pursuant to sub-paragraph (i)),


 


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


 


Concurrently
with each delivery of financial statements pursuant to paragraph (b) (Quarterly Financial Statements) or (c) (Annual
Financial Statements) of
Clause 23.1 (Information Covenants), the Parent shall also deliver a
certificate setting forth in reasonable detail the calculation of:


 


(1)           the dates and amount of Net Sale Proceeds
for each Assets Sale which occurred during the respective fiscal quarter or
year, which Net Sale Proceeds were not applied to repay principal of Term
Facility Outstandings (or to reduce Commitments) pursuant to this paragraph
(b));


 


(2)           the amount of Net Sale Proceeds from
Asset Sales previously effected (identifying the date of the respective Asset
Sales) applied during the respective fiscal quarter or year pursuant to this
paragraph (b); and


 


(3)           any amount of Net Sale Proceeds in
respect of which the 360 day period referenced above has lapsed during the
respective fiscal quarter or year without the Net Sale Proceeds having been
applied as contemplated by this paragraph (b).


 


Notwithstanding
anything to the contrary above, in cases where the amount required to be repaid
on any date pursuant to the immediately preceding sentence would be less then
€1,000,000, the Borrower may defer the respective required repayment until the


 


86

















 


first
date upon which the aggregate amount which would be required to be applied
pursuant to this paragraph (b) would equal or exceed €1,000,000.


 


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


 


Notwithstanding
anything to the contrary in this paragraph (c), if at the time of any
incurrence of Indebtedness by the Parent or any of its Subsidiaries (other than
a member of the CEAL Group to which the CEAL Exception Conditions apply) for
borrowed money pursuant to Clause 26.4(c) (Indebtedness)
or after giving effect thereto, the Consolidated Leverage Ratio is (or would
be) greater than 3.75:1.00, the Parent and its Subsidiaries shall apply all
cash proceeds (if any) received from such incurrence of Indebtedness (including
any Permitted Effective Date Indebtedness but excluding Indebtedness under any
Finance Document) for borrowed money pursuant to Clause 26.4(c) (Indebtedness) in accordance with Clause
13.3 (Application of Mandatory Prepayments)
(other than unsecured Indebtedness of Subsidiaries of the Parent (which are not
Subsidiaries of the Borrower) in an aggregate principal not to exceed
€50,000,000, provided that such Indebtedness (i) is incurred by such Subsidiary
of the Parent from local banks to fund ongoing operations of such Subsidiary
and (ii) does not have a final maturity date later than one year from the date
of the incurrence thereof).


 


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


 


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


 


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


 


(A)          the
amount of such proceeds which are in excess of €10,000,000, together with other
cash available to the Parent and permitted to be spent by it on Capital
Expenditures during the relevant period pursuant


 


87

















 


to Clause 24.1 (Capital Expenditures) (without regard to Clause 24.1(c)(i) (Capital Expenditures) in the case of such
other cash), equals 100 per cent. of the cost of replacement or restoration of
the properties or assets in respect of which such proceeds were paid as
determined by the Parent in good faith;


 


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


 


(C)           the
Parent has delivered to the Agent such evidence as the Agent may reasonably
request in form, scope and substance reasonably satisfactory to the Agent
establishing that the Parent reasonably expects to have sufficient resources
available to it (including, without limitation, cash, revenues and insurance
proceeds, such that the Parent and its Subsidiaries can reasonably be expected
to satisfy all obligations of the Parent and its Subsidiaries without any
unreasonable delay or extension thereof) for the period from the date of the
event giving rise to the Recovery Event and continuing through the completion
of the replacement or restoration of respective properties or assets,


 


then the entire amount of the proceeds of
such Recovery Event shall be deposited with the Agent pursuant to a cash
collateral arrangement reasonably satisfactory to the Agent and the Parent
whereby such proceeds shall be disbursed to the Parent or its order from time
to time as needed to pay actual costs incurred by it in connection with the
replacement or restoration of the respective properties or assets (pursuant to
such reasonable certification requirements as may be established by the Agent),
provided  further that at any time while an Event of Default has
occurred and is continuing, the Instructing Group may direct the Agent (in
which case the Agent shall, and is hereby authorised by the Parent and the
Borrower to, follow said directions) to apply any proceeds then on deposit in
such collateral account to the repayment of the Outstandings hereunder in the
same manner as proceeds would be applied pursuant to Clause 6.3 (Application of Proceeds) of the
Intercreditor Deed and provided further, that if any portion of such proceeds
is not required to be applied as required by the Instructing Group and such
proceeds are either (aa) not so used or committed to be so used within one year
after the date of the respective Recovery Event, such proceeds shall be applied
on the first anniversary date of the respective Recovery Event or (bb) if
committed to be used within one year after the date of receipt of such proceeds
and not so used within two years after the date of the respective Recovery
Event, such proceeds shall be applied on the second anniversary date of the
respective Recovery Event, in each case in accordance with the requirements of
Clause 13.3 (Application of Mandatory
Prepayments).


 


(e)           Permitted Receivables Transactions: On each date upon which the Parent or any of its Subsidiaries (other
than a member of the CEAL Group to which the CEAL Exception Conditions apply)
receives Permitted Receivables Transaction Proceeds (but excluding in any event
proceeds of subsequent sales of Receivables Facility


 


88

















 


Assets pursuant to a Permitted Receivables
Transaction after the initial sale of Receivables Facility Assets has occurred
thereunder except to the extent the respective sale increases the Permitted
Receivables Transaction Outstandings to an amount in excess of the previous
highest amount of Permitted Receivables Transaction Outstandings theretofore in
effect), the Borrower shall be required to apply in accordance with Clause 13.3
(Application of Mandatory Prepayments):


 


(i)            in
the event the Consolidated Leverage Ratio is greater than 3.75:1.00, an amount
equal to 100 per cent. of such Permitted Receivables Transaction Proceeds; and


 


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


 


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


 


13.2        Repayment from Excess Cash Flow


 


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


 


13.3        Application of Mandatory Prepayments


 


(a)           Order of
Application


 


Each
amount referred to in Clause 13.1 (Repayment from Net Proceeds) or Clause
13.2 (Repayment
from Excess Cash Flow) shall, subject to the provisions of paragraph
(b) of Clause 13.3 (Bond Offerings)
and to the provisions of paragraph (c) (Waivable Mandatory Repayment) of this
Clause 13.3, be applied:


 


(i)            first,
to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility
Advances and any Incremental Term Facility Advances pro rata to the respective
Term Facility Outstandings; in relation to each Facility such prepayment shall
be applied either:


 


89

















 


(A)          against all remaining Scheduled
Repayments of such Facility pro rata to the respective amounts of such
Scheduled Repayments; or


 


(B)           if the Borrower so elects, in the
following order:


 


(I)            first, to the prepayment, in direct order
of maturity of Scheduled Repayments for such Facility which will be due within
15 months after the date of mandatory prepayment; and


 


(II)           thereafter, to the prepayment of all
remaining Scheduled Repayments of such Facility pro rata to the respective
amounts of such Scheduled Repayments; and


 


(ii)           second, to repay Revolving
Facility Outstandings with a corresponding permanent reduction in Revolving
Facility Commitments.


 


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


 


(i)            first, to the prepayment
of B1 Facility Advances and B2 Facility Advances, pro rata to the respective B
Facility Outstandings and against all remaining Scheduled Repayments of each
such Facility pro rata to the respective amounts of such Scheduled Repayments;
and


 


(ii)           second, to the prepayment
of A Facility Advances, B1 Facility Advances and B2 Facility Advances, pro rata
to the respective Term Facility Outstandings; in relation to each Facility such
prepayment shall be applied against all remaining Scheduled Repayments of such
Facility pro rata to the respective amounts of such Scheduled Repayments.


 


(c)           Waivable Mandatory Repayment:  In relation to any
repayment made pursuant to Clause 13.1
(Repayment from Net Proceeds) or
Clause 13.2 (Repayment from Excess Cash Flow)
which is required to be applied to B Facility Advances, if on or prior to the
date of such repayment pursuant to this Clause 13, the Borrower has given the
Agent written notification that it has elected to give each Lender with B
Facility Outstandings the right to waive such Lender’s rights to receive such
repayment (the “Waivable Mandatory Repayment”)
the Agent shall notify such Lenders of such receipt and the amount of the
repayments to be applied to each such Lender’s Proportion of B Facility
Outstandings, provided that in no event shall the aggregate amount of any
Waivable Mandatory Repayment exceed the sum of (x) the aggregate principal
amount of Term Facility Outstandings (excluding B Facility Outstandings) after
giving effect to any applications of payments (other than any reallocation of
the respective Waivable Mandatory Repayment pursuant to this paragraph (c)) to
such other Term Facility Outstandings as a result of the repayments then being
made pursuant to this Clause 13 and (y) the Available Revolving Facility
as same will be in effect after giving effect to any reductions thereto (other
than as a result of any


 


90

















 


reallocation of the respective Waivable
Mandatory Repayment pursuant to this Clause 13) concurrently being made.


 


Waiver Mechanics:  In the event
any such Lender with B Facility Outstandings desires to waive such Lender’s
right to receive any such Waivable Mandatory Repayment in whole or in part,
such Lender shall so advise the Agent no later than 5:00 p.m. five Business
Days after the date of such notice from the Agent which notice shall also
include the amount the Lender desires to receive with respect to its B Facility
Outstandings.  If the Lender does not
reply to the Agent within such five Business Day period, it will be deemed
acceptance of the total payment.  If the
Lender does not specify an amount it wishes to receive, it will be deemed
acceptance of 100 per cent. of the total payment.  In the event that any such Lender waives such Lender’s rights to
any such Waivable Mandatory Repayment, the Agent shall apply 100 per cent. of
the amount so waived by such Lenders to (x) repay the Term Facility
Outstandings (excluding the B Facility Outstandings) in accordance with
paragraph (a) above and (y) to the extent in excess of the amount to be applied
pursuant to preceding clause (x), to reduce the Available Revolving Facility on
a pro
rata basis based on the relative amounts of the Available Revolving
Facility and the Revolving Facility Outstandings (in each case as in effect
before giving effect to such reduction).


 


Cash Collateral:  If the Borrower elects to give the notice
described above in this paragraph (c) with respect to any such repayment, the
amount of the respective Waivable Mandatory Repayment shall be deposited with
the Agent on the date such repayment is otherwise made pursuant to paragraph
(a) above (and held by the Agent as cash collateral for the B Facility
Outstandings and, but only to the extent Lenders with B Facility Outstandings
waive their right to receive their share of the Waivable Mandatory Repayment,
for the benefit of all Lenders in a cash collateral account which shall permit
the investment thereof in Cash Equivalents reasonably satisfactory to the Agent
until the proceeds are applied to the applicable Outstandings) and the
respective repayment shall not be required to be made until the seventh
Business Day occurring after the date the respective repayment would otherwise
have been required to be made.


 


Partial Waiver of Repayment:  Notwithstanding anything to the contrary
contained above, if one or more Lenders holding B Facility Outstandings waives
its right to receive all or any part of any Waivable Mandatory Repayment, but
less than all the Lenders holding the respective B Facility Outstandings waive
in full their right to receive 100 per cent. of the total payment otherwise
required with respect to the respective B Facility Outstandings, then of the
amount actually applied to the repayment of the respective B Facility
Outstandings of Lenders which have waived in part, but not in full, their right
to receive 100 per cent. of such repayment, such amount shall be applied to
each B Facility Advance of the respective B Facility Outstandings on a pro rata
basis (so that each Lender holding B Facility Outstandings shall, after giving
effect to the application of the respective repayment, maintain the same
percentage (as determined for such Lender, but not the same percentage as the
other Lenders hold and not the same percentage held by such Lender prior to
repayment) of each B Facility Advance which remains outstanding after giving
effect to such application).  For the
avoidance of doubt any
amount to be applied in accordance with this paragraph shall only apply to such
portion (if any) of the B Facility Outstandings which such B Facility Lender
has not waived.


 


91

















 


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


 


14.          INTEREST ON REVOLVING AND SWINGLINE FACILITY ADVANCES


 


14.1        Interest Payment Date for Revolving Facility Advances


 


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


 


14.2        Interest Rate for Revolving Facility Advances


 


The rate of interest applicable to each Revolving
Facility Advance during its Term shall be the rate per annum which is the sum
of the Applicable Margin for the Revolving Facility, the Associated Costs Rate
for such Advance at such time and EURIBOR or, in relation to any Revolving
Facility Advance denominated in an Optional Currency, LIBOR, for the relevant
Term.


 


14.3        Interest Rate for Swingline Facility Advances


 


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


 


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


 


(b)           in
relation to a Euro Swingline Facility Advance, the sum of the Applicable Margin
for Euro Swingline Facility Advances and LIBOR at such time,


 


for the relevant
Term.


 


14.4        Applicable Margin Ratchet for Revolving Facility Advances after
Event of Default


 


Upon the occurrence of any Event of Default, the
Applicable Margin for the Revolving Facility and the Swingline Facility shall
revert to the Revolving Facility Margin so long as such Event of Default is
continuing.


 


15.          INTEREST ON TERM FACILITY ADVANCES


 


15.1        Interest Periods for Term Facility Advances


 


The period for which a Term Facility Advance is
outstanding shall be divided into successive periods (each an “Interest
Period”) each of which (other than the first) shall start on
the last day of the preceding such period and any Interest Period which begins
during or at the same


 


92

















 


time as any other Interest Period in respect
of a Term Facility Advance made under the same Term Facility shall end at the
same time as that other Interest Period.


 


15.2        Duration


 


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


 


(a)           if the
Borrower (or the Parent) fails to give such notice of selection in relation to
an Interest Period, the duration of that Interest Period shall, subject to the
other provisions of this Clause 15, be 1 month;


 


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


 


(c)           any
Interest Period that would otherwise end during the month preceding or extend
beyond a Repayment Date relating to the relevant Term Facility Outstandings
shall be of such duration that it shall end on that Repayment Date if necessary
to ensure that there are Advances under the relevant Facility with Interest
Periods ending on the relevant Repayment Date in a sufficient aggregate amount
to make the repayment due on that Repayment Date.


 


15.3        Division of Term Facility Advances


 


Subject to the
requirements of Clause 15.2 (Duration) the Borrower may, by not less
than 5 Business Days’ prior notice to the Agent, direct that any Term Facility
Advance borrowed by it shall, at the beginning of the next Interest Period
relating to it, be divided into (and thereafter, save as otherwise provided in
this Agreement, be treated in all respects as) 2 or more Advances in such
amounts (equal in aggregate to the Euro Amount of the Term Facility Advance
being so divided) as shall be specified by the Borrower in such notice provided
that the Borrower shall not be entitled to make such a direction if any Term
Facility Advance thereby coming into existence would have a Euro Amount of less
than €1,000,000.


 


15.4        Payment of Interest for Term Facility Advances


 


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


 


15.5        Interest Rate for Term Facility Advances


 


The rate of interest applicable to a Term Facility
Advance at any time during an Interest Period relating to it shall be the rate
per annum which is the sum of the Applicable Margin for the relevant Term
Facilities, the Associated Costs Rate for such Advance at such time and EURIBOR
or, in relation to any Term Facility Advance then denominated in an Optional
Currency, LIBOR, for such Interest Period.


 


93

















 


15.6        Applicable Margin Ratchet for Term Facility Advances after Event of
Default


 


(a)           Upon
the occurrence of any Event of Default, the Applicable Margin with respect to
the A Facility shall revert to the A Facility Margin so long as the Event of
Default is continuing.


 


(b)           Upon
the occurrence of any Event of Default, the Applicable Margin in respect of the
B Facilities shall revert to the B
Facilities Margin so long as the Event of Default is continuing.


 


16.          MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES


 


16.1        Market Disruption


 


If, in relation to any Interest Period or Term:


 


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


 


(b)           before
the close of business in London on the Quotation Date for such Interest Period
or Term (or in relation to a Swingline Advance, before 1:00 p.m. on any day),
the Agent has been notified by a Lender or each of a group of Lenders to whom
in aggregate 35 per cent. or more of the relevant Advance is owed (or, in the
case of an undrawn Advance, if made, would be owed) that the cost to it of
obtaining matching deposits for the relevant Advance in the Relevant Interbank
Market would be in excess of the Relevant Interbank Rate,


 


then the Agent shall notify the Parent and the Lenders
of such event and, notwithstanding anything to the contrary in this Agreement,
Clause 16.2 (Substitute Interest Period and Interest Rate) shall apply
(if the relevant Advance is a Term Facility Advance which is already
outstanding or a Rollover Advance).  If
either paragraph (a) or (b) applies to a proposed Advance other than a Rollover
Advance, such Advance shall not be made.


 


16.2        Substitute Interest Period and Interest Rate


 


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


 


(b)           If
either paragraph of Clause 16.1 (Market Disruption) applies to an Advance,
the rate of interest applicable to each Lender’s portion of such Advance during
the relevant Interest Period or Term shall (subject to any agreement reached
pursuant to Clause 16.3 (Alternative Rate)) be the rate per annum
which is the sum of:


 


(i)            the
Applicable Margin;


 


94

















 


(ii)           the
rate per annum notified to the Agent by such Lender before the last day of such
Interest Period or Term to be that which expresses as a percentage rate per
annum the cost to such Lender of funding from whatever sources it may select
its portion of such Advance during such Interest Period or Term; and


 


(iii)         the
Associated Costs Rate, if any, applicable to such Lender’s participation in the
relevant Advance.


 


16.3        Alternative Rate


 


If:


 


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


 


(b)           by
reason of circumstances affecting the Relevant Interbank Market during any
period of 3 consecutive Business Days, the Relevant Interbank Rate (as
appropriate) is not available to prime banks in the Relevant Interbank Market,


 


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


 


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


 


(ii)           upon
which the Advances may be maintained (whether in euro or some other currency)
thereafter,


 


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


 


17.          COMMISSIONS
AND FEES


 


17.1        Commitment Fees


 


The Borrower shall pay to the Agent for the account of
each Arranger (with respect to the period from the date of the Commitment Letter)
and each Lender (with respect to the period from the Effective Date), a
commitment commission on the aggregate amount of such Lender’s Available
Commitment (if any) in respect of each Facility, from day to day during the
period beginning on the date of the Commitment Letter and ending on the
relevant Termination Date, such commitment commission to be calculated at the
applicable percentage rate per annum set out below and payable on the Initial
Borrowing Date and thereafter in arrear on the last day of each successive
period of 3 months which ends during such period and on the Termination Date
for the relevant Facility.


 




	
  Facility

  	
   

  	
  Percentage
  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Revolving

  	
   

  	
  0.75 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  0.50 per cent.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  0.50 per cent.

  	
   

  






 


95

















 


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


 


17.2        Underwriting Fee


 


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


 


17.3        Agency Fee


 


The Borrower shall pay to the Agent for its own
account the fees specified in the letter dated on or about the date of the Commitment Letter from the Agent
to the Parent and the Borrower at the times and in the amounts specified in
such letter.


 


17.4        Incremental Facility Fee


 


The Borrower shall pay to the relevant Incremental
Revolving Facility Lender or Incremental Term Facility Lender, as the case may
be, for its own account the fees agreed between the Borrower and the relevant
Lender at the times and in the amount specified in the relevant Incremental
Facility Commitment Agreement.


 


17.5        Documentary Credit Fee


 


The Borrower shall, in respect of each Documentary
Credit, pay to the Agent for the account of each Indemnifying Lender (for
distribution in proportion to each Indemnifying Lender’s L/C Proportion of such
Documentary Credit) a documentary credit fee (a) at any time prior to the
occurrence of a Sharing Event, in the currency in which the relevant
Documentary Credit is denominated and (b) at any time on or after the
occurrence of a Sharing Event, in euros, at a rate 0.25 per cent. per annum
applied on the Outstanding L/C Amount in relation to such Documentary Credit.  Such documentary credit fee shall be paid in
arrear on the last Business Day of each March, June, September and
December which begins during the Term of the relevant Documentary Credit
and on the relevant Expiry Date.  Accrued
Documentary Credit fees shall also be payable on the cancelled amount of any
Revolving Facility Commitment at the time such cancellation is effective, if
the Revolving Facility Commitment is cancelled in full and a Documentary Credit
is repaid in full.


 


17.6        L/C Bank Fee


 


The Borrower shall pay to the L/C Bank a fronting fee
(a) at any time prior to the occurrence of a Sharing Event, in the currency in
which the relevant Documentary Credit is denominated and (b) at any time on or
after the occurrence of a Sharing Event, in euros, at a rate 0.25 per cent. per
annum applied on the Outstanding L/C Amount in relation to such Documentary
Credit provided that in no event shall such fronting fee be less than €500 (or
its equivalent).  Such fronting fee
shall be paid in arrear on the last Business Day of each March, June,
September and December which begins during the Term of the relevant
Documentary Credit and on the relevant Expiry Date.  Accrued fronting fees shall also be payable on the cancelled
amount of any Revolving Facility Commitment at the time such cancellation is
effective, if


 


96

















 


the Revolving Facility Commitment is
cancelled in full and a Documentary Credit is repaid in full.


 


18.          TAXES


 


18.1        Tax Gross-up


 


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


 


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


 


(c)           An
Obligor is not required to make a Tax Payment to a Lender under paragraphs (a)
or (b) above for a Tax Deduction in respect of any payment to that Lender under
the Finance Documents where that Lender has not provided forms required to be
provided under paragraph (e) or (f) hereof with respect to that payment.


 


(d)           An
Obligor shall timely deposit any Tax Deduction it makes to the relevant taxing
authority.  Within 45 days, the Obligor
making that Tax Deduction shall deliver to the Agent for the Finance Party
entitled to the payment to which such Tax Deduction or payment relates a certification
of receipt of payment by the relevant taxing authority or other evidence which
is reasonably satisfactory to that Finance Party that the Tax Deduction or
other payment has been made to the relevant tax authority.


 


(e)           Each
Lender (other than a U.S. Lender) shall deliver to the Borrower and the Parent
on or before the Initial Borrowing Date (if sooner, the date of the first
payment, to such Lender under any of the Finance Documents) two accurate and
complete original signed copies of:


 


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


 


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


 


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


 


(ii)           a duly completed United
States of America Internal Revenue Service Form W-8ECI (or such Form as may
replace it) certifying that the payments made


 


97

















 


by the
Borrower to that Lender under the Finance Documents are effectively connected
with the conduct by that Lender of a trade or business within the United States
of America.


 


(f)            Each
Lender agrees that when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, it will
deliver to the Borrower and the Parent two new accurate and complete original
signed copies of the relevant Internal Revenue Service Form referred to above
or any alternative certification specified above and such other forms as may be
required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under the Finance Documents, or it shall immediately notify
the Borrower and the Agent of its inability to deliver any such Form or
certification, in which case such Lender shall not be required to provide forms
described in this paragraph (f).


 


18.2        Tax Indemnity


 


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


 


18.3        Tax Credit


 


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


 


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


 


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


 


the Finance Party shall (subject to paragraph
(b) below and to the extent that such Finance Party can do so without
prejudicing the availability and/or the amount of the Tax Credit and the right
of that Finance Party to obtain any other benefit, relief or allowance which
may be available to it) pay to the Obligor such amount which that Finance Party
determines will leave it (after that payment) in the same after-tax position as
it would have been in had the Tax Payment not been made by the Obligor.


 


(b)           (i)            Each Finance Party shall
have an absolute discretion, consistent with the policies of such Finance
Party, as to the time at which and the order and manner in which it realises or
utilises any Tax Credits and shall not be obliged to arrange its business or
its tax affairs in any particular way in order to be eligible for any credit or
refund or similar benefit.


 


(ii)           No
Finance Party shall be obliged to disclose to any other person any information
regarding its business, tax affairs or tax computations (including its tax
returns).


 


(iii)         If a
Finance Party has made a payment to an Obligor pursuant to this Clause 18.3 on
account of a Tax Credit and such Tax Credit is subsequently reduced or
disallowed that Obligor shall, on demand, pay to that Finance Party the amount
which that Finance Party determines will put it (after that payment is


 


98

















 


received) in the same after-tax position as it
would have been in had no such payment been made to that Obligor.


 


(c)           No
Finance Party shall be obliged to make any payment under this Clause 18.3 if,
by doing so, it would contravene the terms of any applicable Law or any notice,
direction or requirement of any governmental or regulatory authority (whether
or not having the force of law).


 


19.          INCREASED
COSTS


 


19.1        Increased Costs


 


Subject to Clause 19.3 (Exceptions), the Parent
shall within 5 Business Days of a written demand by the Agent, pay for the
account of a Finance Party the amount of any Increased Cost incurred by that
Finance Party or any of its Affiliates as a result (direct or indirect) of:


 


(a)           the
introduction or implementation of or any change in (or in the interpretation,
administration or application of) any Law of any central bank, including the
European Central Bank, the Financial Services Authority or any other fiscal,
monetary, regulatory or other authority;


 


(b)           compliance
with any Law made after the date of this Agreement; or


 


(c)           the
implementation of economic or monetary union by any Member State which is not
already a Participating Member State.


 


19.2        Increased Costs Claims


 


(a)           A
Finance Party intending to make a claim pursuant to Clause 19.1 (Increased
Costs) shall notify the Agent of the event giving rise to the claim,
following which the Agent shall promptly notify the Parent.


 


(b)           Each
Finance Party shall, as soon as practicable after a demand by the Agent,
provide a certificate confirming the amount of its Increased Costs although
failure to give such certificate shall not release or diminish the Borrower’s
obligations to pay the Increased Costs.


 


19.3        Exceptions


 


Clause 19.1 (Increased
Costs) does not apply to the extent any Increased Cost is:


 


(a)           attributable
to a Tax Deduction to the extent a payment is required to be made by Obligor
under Clause 18 (Taxes) or other
tax imposed on a Lender that the Lender is not otherwise entitled to have
reimbursed under this Agreement or any of the other Finance Documents;


 


(b)           compensated
for by Clause 18.2 (Tax Indemnity) (or would have been
compensated for by Clause 18.2 (Tax Indemnity) but was not so compensated solely because Clause 18.2 (Tax Indemnity) applied);


 


(c)           compensated
for by the payment of the Associated Costs Rate; or


 


99

















 


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


 


20.          ILLEGALITY


 


If it becomes unlawful in any relevant jurisdiction
for a Lender to perform any of its obligations as contemplated by this
Agreement or to fund or maintain its participation in any Advance or to issue a
Documentary Credit:


 


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


 


(b)           upon
the Agent notifying the Parent, the Available Commitments of that Lender will
immediately be cancelled and its Commitments reduced to zero and such Lender
shall not thereafter be obliged to participate in any Advance or issue or
guarantee any Documentary Credit; and


 


(c)           the
Borrower shall repay that Lender’s participation in the Advances made to the
Borrower on the last day of the current Interest Period or Term for each
Advance occurring after the Agent has notified the Parent or, if earlier, the
date specified by the Lender in the notice delivered to the Agent (being no
earlier than the last day of any applicable grace period permitted by Law) and,
if applicable, shall promptly reduce that Lender’s L/C Proportion of the
Outstanding L/C Amount in respect of any outstanding Documentary Credit issued
by it to zero, together with accrued interest and all other amounts owing to
that Lender under the Finance Documents.


 


21.          REPLACEMENT
AND MITIGATION


 


21.1        Replacement of Lenders


 


If any Lender:


 


(a)           refuses
to consent to certain proposed changes, waivers, discharges or terminations
with respect to this Agreement which have been approved by the Instructing
Group as (and to the extent) provided in Clause 45.7 (Replacement of non-Instructing Group Lender);
or


 


(b)           is
owed any amounts under any of Clauses 18 (Taxes),
19.1 (Increased Costs) or 20 (Illegality) in a material amount in excess
of those being generally charged by the other Lenders,


 


the Borrower shall have the right, in accordance with
the requirements of Clause 39.3 (Assignments
or Transfers by Lenders), to replace such Lender (the “Replaced Lender”) with one or more Eligible
Institution or Eligible Institutions (collectively, the “Replacement Lender”), each of whom shall be
reasonably acceptable to the Agent or, in the case of a replacement as provided
in Clause 45.7 (Replacement of
non-Instructing Group Lender) where the consent of the respective
Lender is required with respect to less than all its Outstandings or
Commitments, at the option of the Borrower, to replace only the Commitments
and/or Outstandings of such Lender in respect of each Facility where the
consent of such Lender would otherwise be individually required, with identical
Commitments and/or Outstandings of the respective Facility provided by the
Replacement Lender, provided that:


 


100

















 


(i)            at
the time of any replacement pursuant to this Clause 21.1, the Replacement
Lender and the Replaced Lender shall enter into one or more Transfer
Certificate(s) pursuant to Clause 39.5 (Transfer
Certificate) (and with all fees payable pursuant to Clause 39.5 (Transfer Certificate) to be paid by the
Replacement Lender) pursuant to which the Replacement Lender shall acquire all
the Commitments and all Outstandings (or, in the case of the replacement of less
than all Commitments and Outstandings of the respective Replaced Lender, all
the Commitments and all Outstandings relating to the Facility with respect to
which such Lender is being replaced) of, and all participations in all then
Outstanding L/C Amounts where the respective Lender is being replaced by, the
Replacement Lender and, in connection therewith, shall pay to (x) the Replaced
Lender in respect thereof an amount equal to the sum (in the relevant currency
or currencies) of (A) an amount equal to the principal of, and all accrued
interest on, all then Outstandings of the respective Replaced Lender under each
Facility with respect to which such Replaced Lender is being replaced, (B) all
unpaid amounts (the “Unpaid L/Cs”)
under Clause 5.5(b) (Claims under a
Documentary Credit) with respect to which the respective Replaced
Lender is being replaced, in each case that have been funded by (and not
reimbursed to) such Replaced Lender at such time, together with all then unpaid
interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid, fees owing to the Replaced Lender (but only
with respect to the relevant Facility or Facilities, in the case of the
replacement of less than all Outstandings then held by the respective Replaced
Lender) pursuant to Clause 17 (Commissions
and Fees) and (y) in the case of the replacement of any Revolving
Facility Commitment, the respective L/C Bank amounts equal to such Replaced
Lender’s Proportion of any Unpaid L/Cs evidenced by such Commitments (which at
such time remain Unpaid L/Cs) with respect to Documentary Credits issued by
such L/C Bank to the extent such amount was not theretofore funded by such
Replaced Lender, without duplication; and


 


(ii)           all
obligations of the Borrower owing to the Replaced Lender in respect of each
Facility where such Replaced Lender is being replaced (other than those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid) shall be paid in full
to such Replaced Lender concurrently with such replacement.


 


Upon the execution of the respective Transfer
Certificate(s), the payment of amounts referred to in sub-paragraphs (i) and
(ii) above and recordation of the transfer by the Agent, (x) the Replacement
Lender shall become a Lender hereunder and, unless the respective Replaced
Lender continues to have Term Facility Outstandings or any Commitment
hereunder, the Replaced Lender shall cease to constitute a Lender hereunder,
except with respect to indemnification provisions under this Agreement
(including, without limitation, Clauses 18 (Taxes),
19.1 (Increased Costs), 33 (Borrower’s Indemnities), 37 (Sharing Among the Finance Parties) and 40
(Costs and Expenses)), which
shall survive as to such Replaced Lender and (y) in the case of the replacement
of any Revolving Facility Commitment pursuant to this Clause 21.1, the
respective Proportions of the Lenders relating to the Revolving Facility shall
be automatically adjusted at such time to give effect to such replacement.


 


21.2        Mitigation


 


Each Finance Party shall, if requested by and
in consultation with the Parent, take all reasonable steps to mitigate any
circumstances which arise and which would result in any


 


101

















 


amount becoming payable under, or pursuant
to, or cancelled pursuant to, any of Clause 18 (Taxes), Clause 19 (Increased
Costs) or Clause 20 (Illegality)
including (but not limited to) transferring its rights and obligations under
the Finance Documents to another Affiliate or Facility Office.


 


21.3        Limitation of Liability


 


(a)           The
Borrower shall indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it
under Clauses 21.1 (Replacement of Lenders)
and 21.2 (Mitigation).


 


(b)           A
Finance Party is not obliged to take any steps under Clauses 21.1 (Replacement of Lenders) and 21.2 (Mitigation) if, in the opinion of that
Finance Party (acting reasonably), to do so might in any way be prejudicial to
it.


 


22.          REPRESENTATIONS AND WARRANTIES


 


Each Obligor (in the case of the Parent, both in
respect of itself and each member of the Group and in the case of the other
Obligors in respect of itself) makes the representations and warranties set out
in this Clause 22 to each Finance Party on the date of this Agreement.


 


22.1        Due Organisation


 


(a)           It is
a corporation duly incorporated under the laws of its jurisdiction of
incorporation with power to enter into those of the Finance Documents to which
it is party and to exercise its rights and perform its obligations under them
and all corporate and other action required to authorise its execution of those
of the Finance Documents to which it is party and its performance of its obligations
under them has been duly taken.


 


(b)           It is
duly qualified and is authorised to do business and, in jurisdictions having a
concept of good standing, is in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business
requires such qualifications.


 


22.2        No Deduction


 


Under the laws of
its place of incorporation or, if different, residence in force at the date of
this Agreement, it will not be required to make any deduction for or
withholding on account of tax from any payment it may make under any of the
Finance Documents to which it is party to any party that is a Finance Party on
the date of this Agreement.


 


22.3        Claims Pari Passu


 


Under the laws of its jurisdiction of
incorporation, and, if different, England and Wales, in force at the date of
this Agreement, the claims of the Finance Parties against it under the Finance
Documents to which it is party rank and will rank at least pari passu with the claims
of all its unsecured creditors save those whose claims are preferred by any
bankruptcy, insolvency, liquidation or similar laws of general application.


 


102

















 


22.4        No Immunity


 


In any legal proceedings taken in its
jurisdiction of incorporation and, if different, England and Wales in relation
to any of the Finance Documents to which it is party it will not be entitled to
claim for itself or any of its assets immunity from suit, execution, attachment
or other legal process.


 


22.5        Governing Law and Judgments


 


In any legal proceedings taken in its
jurisdiction of incorporation in relation to any of the Finance Documents to
which it is party, the choice of law expressed in such documents to be the
governing law of it and any judgment obtained in such jurisdiction will be
recognised and enforced.


 


22.6        All Actions Taken


 


All acts,
conditions and things required to be done, fulfilled and performed by it in
order:


 


(a)           to
ensure that the obligations expressed to be assumed by it in the Finance
Documents to which it is party are legal, valid and binding; and


 


(b)           to
make the Finance Documents to which it is party admissible in evidence in its
jurisdiction of incorporation and, if different, England and Wales,


 


have been done, fulfilled and performed.


 


22.7        No Filing or Stamp Taxes


 


Under the laws of
its place of incorporation and, if different, England and Wales, in force at
the date of this Agreement, it is not necessary that any of the Finance
Documents to which it is party be filed, recorded or enrolled with any court or
other authority in such jurisdiction or that any stamp, registration or similar
tax be paid on or in relation to any of them other than those filings which are
necessary to perfect the Security created pursuant to the Security Documents and
save as stated in the reservations and qualifications expressed in the Legal
Opinions.


 


22.8        Binding Obligations


 


The obligations
expressed to be assumed by it in the Finance Documents to which it is party,
are legal, valid and binding and enforceable against it in accordance with the
terms thereof and no limit on its powers will be exceeded as a result of the
borrowings, grant of security or giving of guarantees contemplated by such
Finance Documents or the performance by it of any of its obligations thereunder.


 


22.9        No Winding-up


 


No member of the Group has taken any
corporate action nor have any other steps been taken or legal proceedings been
started or (to the best of its knowledge and belief) threatened against any
member of the Group, for its winding-up, dissolution, administration or for the
appointment of a receiver, administrator, administrative receiver, conservator,
custodian, trustee or similar officer of it or of any or all of its assets or
revenues save for any solvent winding-up or reorganisation.


 


103

















22.10      No Default


 


(a)           No Default is continuing or might reasonably be expected to result
from the making of any Advance or the issuing of any Documentary Credit.


 


(b)           No other event or circumstance is outstanding or has occurred which
constitutes or would (with the passage of time, the giving of notice, the
making of any determination or any combination of the foregoing) constitute a
default under any agreement or instrument which is binding on it or any of its
Subsidiaries or to which its (or its Subsidiaries’) assets are subject which is
reasonably likely to have a Material Adverse Effect.


 


22.11      No Material
Proceedings


 


(a)           No litigation, arbitration, action or administrative proceeding of
or before any court, arbitral body, or agency which would or is reasonably
likely to have a Material Adverse Effect has been started or, to the best of
its knowledge, is threatened or is pending against it or any member of the
Group, other than litigation action or administrative proceedings commenced
prior to the date of this Agreement, full details of which have been provided
in writing to the Agent prior to the date of this Agreement and which are set
out in Part IV of Schedule 10 (Existing Proceedings).


 


(b)           No labour disputes are current or, to the best of its knowledge,
threatened against it or any member of the Group which would or is reasonably
likely to have a Material Adverse Effect.


 


22.12      Original
Financial Statements


 


Its Original Financial
Statements (other than the Pro Forma Financial Statements) were prepared in
accordance with GAAP and consistently applied (unless and to the extent
expressly disclosed to the Agent in writing to the contrary before the date of
this Agreement) and in the case
of audited financial statements present a true and fair view of, or (in the
case of unaudited financial statements) fairly present, the consolidated
financial position of such Obligor or, as the case may be, the Group at the
date as of which they were prepared and/or (as appropriate) the results of
operations and changes in financial position during the period for which they
were prepared.


 


22.13      No Material
Adverse Effect


 


Since publication of its
Original Financial Statements there has been no material adverse change in its
business or financial condition or, in the case of the Parent, of any member of
the Group or the Group (taken as a whole) and no event or series of events has
occurred, in each case which has or which is reasonably likely to have a Material
Adverse Effect.


 


22.14      No
Undisclosed Liabilities


 


As at the date as of
which its Original Financial Statements were prepared, neither it, its
Subsidiaries nor, as the case may be, any member of the Group had any material
liabilities (contingent or otherwise) which were not disclosed thereby (or by
the notes thereto) or reserved against therein and the Group had no material
unrealised or anticipated losses arising from commitments entered into by it
which were not so disclosed or reserved against.


 


104

















 


22.15      Information
Memorandum


 


In the case of the Parent
only:


 


(a)           to the best of its knowledge and belief having made all reasonable
and proper enquiries, all statements of fact relating to the assets, financial
condition and operations of the Group contained in the Information Memorandum
and the Agreed Business Plan are true, complete and accurate in all material
respects as at their respective dates;


 


(b)           the opinions and views expressed in the Information Memorandum and
the Agreed Business Plan represent the honestly held opinions and views of the
Parent and were arrived at after careful consideration and were based on
reasonable grounds as at their respective dates;


 


(c)           all projections and forecasts contained in the Information
Memorandum and the Agreed Business Plan are based upon assumptions (including,
without limitation, assumptions as to the future performance of the business,
inflation, price increases and efficiency gains) which the Parent has carefully
considered and considers to be fair and reasonable as at their respective
dates; and


 


(d)           the Information Memorandum and the Agreed Business Plan did not omit
to disclose or take into account any matter known to the Parent after due and
careful enquiry where failure to disclose or take into account such matter
would result in the Information Memorandum and the Agreed Business Plan being
misleading in any material respect as at the date thereof.


 


22.16      Projections


 


In the case of the Parent
only:


 


(a)           to the best of its knowledge and belief having made all reasonable
and proper enquiries, all statements of fact relating to the assets, financial
condition and operations of the Group contained in the current Projections are
true, complete and accurate in all material respects as at their respective
dates;


 


(b)           the opinions and views expressed in the current Projections
represent the honestly held opinions and views of the Parent and were arrived
at after careful consideration and were based on reasonable grounds as at their
respective dates;


 


(c)           all projections and forecasts contained in the current Projections
are based upon assumptions (including, without limitation, assumptions as to
the future performance of the business, inflation, price increases and
efficiency gains) which the Parent has carefully considered and considers to be
fair and reasonable as at their respective dates; and


 


(d)           the current Projections did not omit to disclose or take into
account any matter known to the Parent after due and careful enquiry where
failure to disclose or take into account such matter would result in the
current Projections being misleading in any material respect as at the date
thereof.


 


105

















 


22.17      Indebtedness
and Liens


 


(a)           Save as permitted under Clause 26.4 (Indebtedness), neither it
nor any member of the Group has incurred any Indebtedness.


 


(b)           Save as permitted under Clause 26.1 (Liens), no Lien exists over
all or any of the present or future revenues or assets of any member of the
Group.


 


22.18      Execution
of Finance Documents


 


Its execution of the
Finance Documents to which it is party and its exercise of its rights and
performance of its obligations thereunder do not and will not conflict:


 


(a)           with any agreement, mortgage, bond or other instrument or treaty
which is binding upon it, any of its Subsidiaries or any of the assets of any
of its Subsidiaries or, except as provided in the Security Documents, result in
a requirement for the creation of any Lien over any such asset, in each case,
in any way;


 


(b)           with its or any of its Subsidiaries’ constitutional documents; or


 


(c)           with any applicable Law or regulation.


 


22.19      Power and
Authority


 


It has the power and
authority to enter into, perform and deliver, and has taken all necessary
action to authorise the entry into, performance and delivery of, the Finance
Documents to which it is a party and the transactions contemplated by those
Finance Documents.


 


22.20      Structure


 


(a)           The Group Structure Chart is a complete and accurate representation
of the structure of the Group.


 


(b)           Each Obligor other than the Parent is a wholly-owned Subsidiary of
the Parent.


 


22.21      Environmental
Matters


 


(a)           It has, to the best of its knowledge and belief:


 


(i)            complied with all Environmental Laws to which it may be subject;


 


(ii)           obtained all Environmental Licences required or desirable in
connection with its business; and


 


(iii)         complied with the terms of all such Environmental Licences,


 


in each case where
failure to do so would or would be reasonably likely to have a Material Adverse
Effect.


 


(b)           There is no Environmental Claim pending or threatened against it,
and to the best of its knowledge and belief there are no past or present acts,
omissions, events or circumstances which could form the basis of any
Environmental Claim against it, which would or would be reasonably likely to
have a Material Adverse Effect.


 


106

















 


(c)           No:


 


(i)            property currently or previously owned, leased, occupied or
controlled by it is contaminated with any Hazardous Materials; and


 


(ii)           discharge, release, leaking, migration or escape of any Hazardous
Materials into the Environment has occurred or is occurring on, under or from
that property,


 


in each case to the best
of its knowledge and belief in circumstances where the same would or would be
reasonably likely to have a Material Adverse Effect.


 


22.22      Necessary
Authorisations


 


The Necessary
Authorisations required by it, are in full force and effect, and it is in
compliance with the material provisions of each such Necessary Authorisation
relating to it and, to the best of its knowledge, none of the Necessary
Authorisations relating to it are the subject of any pending or threatened
proceedings or revocation.


 


22.23      Intellectual
Property


 


(a)           The Intellectual Property Rights owned by or licensed to it are all
the material Intellectual Property Rights required by it in order to carry out,
maintain and operate its business, properties and assets, and so far as it is
aware, it does not infringe, in any way any Intellectual Property Rights of any
third party save, in each case, where the failure to own or license the
relevant Intellectual Property Rights or any infringement thereof will not have
a Material Adverse Effect.


 


(b)           So far as it is aware, it and each of its Subsidiaries has taken all
reasonable formal and procedural actions (including payment of fees) required
to maintain any registered Intellectual Property Rights owned by it, which are
material in the context of the Group Business or which are required by it (or
such Subsidiary) in order for it (or such Subsidiary) to carry on its (or such
Subsidiary’s) business in all material respects as contemplated in the Agreed
Business Plan, in full force and effect.


 


22.24      Ownership
of Assets


 


Save to the extent
disposed of without breaching the terms of any of the Finance Documents with
effect from and after the Initial Borrowing Date and save where the contrary
would not have nor would be reasonably likely to have a Material Adverse
Effect, it and each of its Subsidiaries has good title to or valid leases or
licences of or is otherwise entitled to use and permit other members of the
Group to use all assets necessary to conduct the Group Business taken as a whole
as it is conducted at the Initial Borrowing Date.


 


22.25      Payment of
Taxes


 


(a)           There is no tax audit now pending or threatened in writing by any
tax authority that may result in a material tax liability.


 


(b)           It:


 


107

















 


(i)            has paid all material taxes imposed upon it or its assets within the
time period allowed therefor without incurring tax penalties or creating any
Lien;


 


(ii)           is not overdue in the filing of any material tax returns and such
tax returns are accurate and complete in all material respects;


 


(iii)         has no claims which are being, or are reasonably likely to be,
asserted against it with respect to taxes; and


 


(iv)          has not entered into an agreement or waiver or been requested to
enter into an agreement or waiver extending any statute limitations with
respect to any material tax liability,


 


except to the
extent that the same are being contested in good faith on the basis of
appropriate professional advice and for which adequate reserves have been established
on the books and records of the relevant Obligor.


 


22.26      Non-U.S.
Pension Plans


 


(a)           Any Non- U.S. Pension Plan operated by it for the benefit of any
member of the Group and/or any of its employees is funded substantially in
accordance with the governing provisions of such scheme and all applicable laws
based on the actuarial assumptions used in the most recent valuation of such
Non-U.S. Pension Plan and such Non-U.S. Pension Plan does not have any material
liability in respect of any such plan and there are no circumstances that would
reasonably be likely to give rise to a Material Adverse Effect.


 


(b)           It is in compliance in all material respects with all applicable
laws and contracts relating to any Non-U.S. Pension Plan operated by it or in
which it participates except where such failure to comply would not be
reasonably likely to result in a Material Adverse Effect.


 


22.27      Compliance
with ERISA


 


(a)           Part V of Schedule 10 (Plans)
sets out each Plan.


 


(b)           Each of the following statements is accurate and true except where
such statement, aggregated with all other such statements, is not reasonably
likely to have a Material Adverse Effect:


 


(i)            each Plan (and each related trust, insurance contract or fund, if
any) is in compliance with its terms and with all applicable laws, including
without limitation ERISA and the Code;


 


(ii)           each Plan (and each related trust, if any) which is intended to be
qualified under section 401(a) of the Code has received a determination
letter from the Internal Revenue Service to the effect that it meets the
requirements of sections 401(a) and 501(a) of the Code;


 


(iii)         no Reportable Event has occurred in relation to a Plan during the
five-year period immediately preceding each Advance;


 


108

















 


(iv)          no Multiemployer Plan (as defined in section 4001(a)(3) of
ERISA) is insolvent or in reorganisation;


 


(v)            no Plan has an Unfunded Current Liability;


 


(vi)          no Plan which is subject to section 412 of the Code or
section 302 of ERISA has an accumulated funding deficiency (within the
meaning of such sections of the Code or ERISA) or during the five-year period
immediately preceding each Advance has applied for or received a waiver of an
accumulated funding deficiency or an extension of any amortisation period,
within the meaning of section 412 of the Code or section 303 or 304
of ERISA;


 


(vii)         during the five-year period immediately preceding each Advance, all
contributions required to be made with respect to a Plan or Multiemployer Plan
have been timely made or accrued or otherwise properly reserved on its balance
sheet within the time limit therefor;


 


(viii)        neither it nor any other member of the Group nor any ERISA Affiliate
has incurred during the five-year period immediately preceding the Initial
Borrowing Date any liability (including any indirect, contingent or secondary
liability) to or on account of a Plan or Multiemployer Plan pursuant to
section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or
4212 of ERISA or section 401(a)(29), 4971 or 4975 of the Code or is
reasonably likely to incur any such liability under any of the foregoing
sections with respect to any Plan or Mutliemployer Plan;


 


(ix)          no condition exists which presents a risk to it or any other member
of the Group or any ERISA Affiliate of incurring a liability to or on account
of a Plan or Multiemployer Plan pursuant to the foregoing provisions of ERISA
and the Code;


 


(x)           no proceedings instituted to terminate, or appoint a trustee to
administer, any Plan which is subject to Title IV of ERISA are pending;


 


(xi)          no action, suit, proceeding, hearing, audit or investigation with
respect to the administration, operation or the investment of assets of any
Plan (other than routine claims for benefits) is pending, or, to the best of
its knowledge, reasonably expected or threatened;


 


(xii)         each group health plan (as defined in section 607(1) of ERISA
or section 4980B(g)(2) of the Code) which covers or has covered employees
or former employees of any member of the Group or any ERISA Affiliate has at
all times been operated in compliance with the provisions of Part 6 of subtitle
B of Title I of ERISA and section 4980B of the Code; and


 


(xiii)       no lien imposed under the Code or ERISA on its assets or the assets
of any other member of the Group or any ERISA Affiliate exists or is reasonably
likely to arise on account of any Plan or Multiemployer Plan.


 


(c)           Using actuarial assumptions and computation methods consistent with
Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of any
member of the Group


 


109

















 


 


and any ERISA Affiliate to all Multiemployer
Plans in the event of a complete withdrawal therefrom, as of the close of the
most recent fiscal year of each such Multiemployer Plan ended prior to the date
of the most recent Advance, would not be reasonably expected to result in a
Material Adverse Effect.


 


(d)           The Parent and its Subsidiaries do not maintain or contribute to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) which
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any Plan the obligations with respect
to which is reasonably likely to result in a Material Adverse Effect.


 


22.28      Security


 


It is the legal and
beneficial owner of all assets and other property which it purports to charge,
mortgage, pledge, assign or otherwise secure pursuant to each Security Document
and those Security Documents to which it is a party create and give rise to
valid and effective Security having the ranking expressed in those Security
Documents.


 


22.29      Investment
Company Act


 


In the case of the
Borrower only, neither it nor any of its Subsidiaries is an “investment
company” or a company “controlled” by an “investment company” within the
meaning of the Investment Company Act of 1940.


 


22.30      Margin
Stock


 


No Advance will be used
to purchase or carry any Margin Stock (as defined in Regulation U of the Board
of Governors of the Federal Reserve System) or to extend credit for the purpose
of purchasing or carrying any Margin Stock. 
Neither the making of any Advance nor the use of the proceeds of it will
violate or be inconsistent with the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.


 


22.31      Public
Utility Holding Company Act


 


Neither the Borrower nor
any of its Subsidiaries is a “holding company” or a “subsidiary company” of a
“holding company” or an “affiliate” of a “holding company” or of a “subsidiary
company” of a “holding company” within the meaning of the Public Utility
Holding Company Act of 1935.


 


22.32      Insurance


 


On the Initial Borrowing
Date, each member of the Group is adequately insured for the purposes of its
business with reputable underwriters or insurance companies against such risks
and to such extent as is usual for prudent companies carrying on such a
business (including, but not limited to, loss of earnings, business
interruption and directors’ and officers’ liability).


 


22.33      Labour
Relations


 


(a)           Neither it nor any other member of the Group is engaged in any
unfair labour practice which might, either individually or in aggregate, have a
Material Adverse Effect.


 


110

















 


(b)           There is (i) no unfair labour practice complaint pending against it
or any other member of the Group, or to its knowledge, threatened against any
of them, before the National Labor Relations Board (or any non-U.S. equivalent
of it), and no grievance or arbitration proceeding arising out of or under any
collective bargaining agreement is pending against it or any other member of
the Group or, to its knowledge, threatened against any of them, (ii) no
material strike, labour dispute, slowdown or stoppage pending against it or any
other member of the Group or, to its knowledge, threatened against it or any
other member of the Group, and (iii) no union representation question with
respect to its employees or the employees of any other member of the Group,
except (with respect to any matter specified in this paragraph (b), either
individually or in the aggregate) such as will not have a Material Adverse
Effect.


 


22.34      Subsidiaries


 


Part VI of
Schedule 10 (Material Subsidiaries)
correctly sets out all the Material Subsidiaries as at the Effective Date.


 


22.35      Benefits of
Subordination Provisions


 


(a)           The subordination provisions contained in the Senior Subordinated
Notes and in the other Senior Subordinated Note Documents are enforceable
against the respective Obligors party thereto and the holders of the Senior
Subordinated Notes, and all Secured Obligations are within the definition of
“Senior Debt” or “Guarantor Senior Debt”, as the case may be, included in such
subordination provisions.


 


(b)           The subordination provisions contained in the Senior Subordinated
Convertible Bonds and in the other Senior Subordinated Convertible Bond
Documents are enforceable against the respective Obligors party thereto and the
holders of the Senior Subordinated Convertible Bonds, and all Secured Obligations
are within the definition of “Senior Debt” or “Guarantor Senior Debt”, as the
case may be, included in such subordination provisions.


 


(c)           On and after the execution and delivery thereof, the subordination
provisions contained in any agreement or instrument relating to Permitted
Subordinated Indebtedness will be enforceable against the debtor thereunder and
the holders of such Indebtedness.


 


22.36      Repetition


 


Each Repeating Representation is deemed to be made by each Obligor
making such Repeating Representation on the date of this Agreement in relation
to itself and its Subsidiaries and by the Parent in relation to itself and the
other members of the Group by reference to the facts and circumstances then
existing on:


 


(a)           each Utilisation Date and on the first day of each Interest Period
or, as the case may be, Term; and


 


(b)           in the case of any Acceding Guarantor on the day the same becomes
(or if earlier, is required to have become) an Acceding Guarantor.


 


111

















 


23.          INFORMATION
UNDERTAKING


 


Each Obligor hereby covenants and agrees that on and after the Initial
Borrowing Date and until the aggregate amount of all the Commitments and all
Documentary Credits have terminated and the Secured Obligations, together with
interest, fees and all other obligations incurred hereunder and thereunder
(other than indemnity and other similar obligations that are not then due and
payable), are paid in full:


 


23.1        Information
Covenants


 


Each Obligor will maintain, for itself and each of its Subsidiaries, a
system of accounting established and administered in accordance with GAAP, and
the Borrower will furnish to the Agent (with a sufficient number of copies for
each of the Agent and Lenders):


 


(a)           Monthly Reports:  Within
35 days (or 50 days in the case of the last fiscal month of any fiscal quarter
of the Parent) after the end of each fiscal month of the Parent, the unaudited
accounts 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 for
the elapsed portion of the fiscal year ended with the last day of such fiscal
month, in each case setting forth comparative figures for the related month in
the previous fiscal year and the comparable figures for such fiscal month as
set forth in the respective Projections delivered pursuant to paragraph (d) (Projections) below, all of which
statements shall be in form reasonably satisfactory to the Agent provided that
(i) in the event the Consolidated Leverage Ratio is less than or equal to
3.00:1.00, no such accounts need be furnished and (ii) in the event the
Consolidated Leverage Ratio is greater than 3.00:1.00, the above accounts shall
be, or continue to be, furnished as abovementioned from the next most recent
month end falling closest to the date of the relevant Compliance Certificate
setting out such Consolidated Leverage Ratio.


 


(b)           Quarterly Financial Statements:  Within 50 days after the close of each of the first
three quarterly accounting periods in each fiscal year of the Parent:


 


(i)       the unaudited
consolidated quarterly financial statements of the Group for that quarterly
accounting period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly accounting period including data of the Parent and
its Consolidated Subsidiaries compiled by segment relating to net sales,
operating results, operating result margins, invested capital and return on
capital employed, in each case, setting forth comparative figures for the
related periods in the prior fiscal year and the Projections relating to such
quarterly accounting period; and


 


(ii)      management’s
discussion and analysis of the important operational and financial developments
during the fiscal quarter and year-to-date periods, and in the event the Parent
is a Reporting Company under the Securities Exchange Act, the furnishing of the
Parent’s Form 10-Q Report filed with the SEC for such quarterly accounting
period,


 


all of which shall be certified by an Authorised Representative of the
Parent, subject to normal year-end audit adjustments.


 


112

















 


(c)           Annual Financial Statements:  Within 95 days after the close of each fiscal year of
the Parent:


 


(i)            the audited consolidated financial statements of the Parent and its
Consolidated Subsidiaries as at the end of such fiscal year setting forth
comparative figures for the preceding fiscal year and the projected figures for
such fiscal year as set forth in the respective Projections and certified (with
an unqualified audit report) by PricewaterhouseCoopers, Ernst & Young,
KPMG, Deloitte & Touche or such other independent certified public accountants
of recognised national standing reasonably acceptable to the Agent, together
with a Compliance Certificate of such accounting firm stating that in the
course of its regular audit of the financial statements of the Parent and its
Subsidiaries, which audit was conducted in accordance with generally accepted
auditing standards, such accounting firm obtained no knowledge insofar as
related to accounting matters of any Default or Event of Default which has
occurred and is continuing or, if in the opinion of such accounting firm such a
Default or Event of Default has occurred and is continuing, a statement as to
the nature thereof and including data of the Parent and its Consolidated
Subsidiaries compiled by segment relating to net sales, operating results,
operating result margins, invested capital and return on capital employed; and


 


(ii)           management’s discussions and analysis of the important operational
and financial developments during such fiscal year, and in the event the Parent
is a Reporting Company under the Securities Exchange Act, the furnishing of the
Parent’s Form 10-K Report filed with the SEC for such annual accounting
periods,


 


all of which shall be certified by an Authorised Representative of the
Parent, subject to normal year-end audit adjustments.


 


(d)           Projections:  No later than (i) ten days after the
completion thereof and (ii) 95 days after the close of each fiscal year for the
Parent and its Subsidiaries, updated projections (from the Projections
contained in the Information Memorandum) prepared on a quarterly basis for the
immediately succeeding two fiscal years commencing at the close of the fiscal
year referenced above, all prepared in a manner consistent with the Projections
(prepared for the purposes of the Information Memorandum) and which in any
event shall (A) provide consolidated line items consistent with those which
will be reported in the monthly reports referenced in paragraph (a) (Monthly Reports) and (B) contain
information broken down by segment, by quarter, as is provided in the Projections.  All Projections delivered pursuant to this
paragraph (d) shall be in form, scope and substance reasonably satisfactory to
the Agent acting reasonably and with at least the same level of detail as
provided in the Information Memorandum. 
The Parent shall further provide to the Agent, promptly upon becoming
aware, details of any material changes in the Projections from time to time.


 


(e)           Officer’s Certificates:  At the time of the delivery
of the financial statements provided for in Clauses 23.1(a) (Monthly Reports), (b) (Quarterly Financial Statements) and (c) (Annual Financial Statements) a Compliance
Certificate of an Authorised Representative of the Parent to the effect that,
to the best of such Authorised Representative’s knowledge, no Default or Event
of Default has occurred


 


113

















 


and is continuing or, if any Default or Event
of Default has occurred and is continuing, specifying the nature and extent
thereof, which certificate shall, in the case of any such financial statements
delivered pursuant to Clauses 23.1(b) (Quarterly
Financial Statements) and (c) (Annual
Financial Statements), set forth the calculations required to
establish whether the Parent was in compliance with the provisions of Clauses
24 (Financial Condition), 25.2 (Conduct of Business), 25.7 (Additional Security and Further Assurances),
26.2 (Consolidation, Merger, Purchase or
Sale of Assets, etc.), 26.3 (Restricted
Payments), 26.4 (Indebtedness),
26.5 (Advances, Investments and Loans)
and 26.13 (Assets and EBITDA Attributable to
Qualified Obligors)) at the end of such fiscal quarter or year, as
the case may be.


 


(f)            Notice of Default or Litigation:  After an officer of any
Obligor obtains knowledge thereof, (i) promptly and in any event within three
Business Days give notice of the occurrence of any event which constitutes a
Default or an Event of Default and (ii) promptly and in any event within five
Business Days give notice of any litigation or governmental investigation or
proceeding pending (A) against the Parent or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect, (B) with
respect to any Indebtedness which is individually in excess of €15,000,000 (or
its equivalent in other currencies) of the Parent or any of its Subsidiaries or
(C) with respect to any Finance Document.


 


(g)           Other Reports and Filings:  Promptly, copies of all
other financial information, reports, proxy materials and other information, if
any, which the Parent or any of its Subsidiaries shall file with the SEC or
deliver to holders of its Indebtedness (with an outstanding principal amount in
excess of €25,000,000 (or its equivalent in other currencies)) pursuant to the
terms of the documentation governing such Indebtedness (or any trustee, agent
or other representative therefor).


 


(h)           New Subsidiaries; Etc:  As soon as practicable and in any event
within 50 days after the close of each of the first three fiscal quarters of
each fiscal year of the Parent and within 95 days after the close of each
fiscal year of the Parent:


 


(i)            a list showing each Subsidiary of the Parent established, created or
acquired during the respective fiscal quarter or year, and each Subsidiary
which has had any Equity Interests transferred during the respective fiscal
quarter or year (in each case describing in reasonable detail the respective
transfer of Equity Interests), in each case naming the direct owner of all
Equity Interests in such Subsidiary and describing such Equity Interests in
reasonable detail, and certifying that each such Subsidiary, and each Obligor
which owns any Equity Interests therein, has taken all actions, if any,
required pursuant to Clause 25.7 (Additional
Security and Further Assurance) and the relevant Security Documents
and certifying the Parent’s compliance with the provisions of Clause 25.2 (Conduct of Business); and


 


(ii)           a list of Material Subsidiaries stating that the Subsidiaries so
listed constitute Material Subsidiaries and certifying that such person has
acceded or will in accordance with Clause 25.7 (Additional Security and Further Assurances) accede as a
Guarantor.


 


(i)            Annual Meetings with Lenders:  At the request of the
Agent, the Parent shall, within 120 days after the close of each fiscal year
(beginning with the fiscal year ending in


 


114

















 


2003) of the Parent, hold a meeting, at a
time and place selected by the Parent and acceptable to the Agent, with all of
the Lenders (then available) to review the financial results of the previous
fiscal year and the financial condition of the Parent and its Subsidiaries and
the budgets presented for the current fiscal year of the Parent and its
Subsidiaries.


 


(j)            Other Information:  From time to time, such other information or
documents (financial or otherwise) with respect to the Parent or its
Subsidiaries as the Agent (whether acting on its own or at the request of any
Lender) may reasonably request in writing.


 


23.2        Books,
Records and Inspections


 


Each Obligor shall (and
the Parent shall procure that each member of the Group will), at reasonable
times, on reasonable prior notice and to a reasonable extent subject only to
the provision of any confidentiality undertaking required by such Obligor
(acting reasonably), afford (a) at any time before a Default or Event of
Default has occurred, and is continuing, the Agent or any professional adviser
to the Agent or representative of the Agent or (b) at any time after a Default
or Event of Default has occurred or is continuing, any Finance Party, any
professional advisor to such Finance Party, or representative of such Finance
Party (an “Inspecting Party”)
access to, and permit such Inspecting Party to inspect or observe, such part of
the Group Business as is owned or operated by such Obligor and to have access
to books, records, accounts, documents, computer programmes, data or other
information in the possession of or available to such Obligor or member of the
Group and to take such copies as may be considered appropriate by such
Inspecting Party.


 


23.3        Insurance


 


The Parent shall (if so
requested by the Agent) supply the Agent with copies of all material insurance
policies or certificates of insurance in respect thereof or (in the absence of
the same) such other evidence of the existence of such policies as may be
reasonably acceptable to the Agent and shall, in any event, notify the Agent of
any material changes to its insurance cover made from time to time.


 


23.4        ERISA


 


(a)           As soon as possible and, in any event, within 15 days after the
Parent, any Subsidiary of the Parent or any ERISA Affiliate knows or has reason
to know of the occurrence of any of the following, the Parent will deliver to
the Agent a certificate of the chief financial officer or treasurer of the
Parent setting forth details as to such occurrence and the action, if any, that
the Parent, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given to or filed
with or by the Parent, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan
or Multiemployer Plan participant or the Plan administrator with respect
thereto:


 


(i)            that a Reportable Event has occurred;


 


(ii)           that a contributing sponsor (as defined in section 4001(a)(13)
of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance
reporting requirement of PBGC Regulation section 4043.61 (without regard
to


 


115

















 


subparagraph (b)(1) thereof), and an event
described in subsection .62 (unless such reporting requirement is waived),
..63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is
reasonably expected to occur with respect to such Plan within the following 30
days;


 


(iii)         that an accumulated funding deficiency (within the meaning of
section 412 of the Code or section 302 of ERISA) has been incurred or
an application is reasonably likely to be or has been made to the Secretary of
the Treasury for a waiver or modification of the minimum funding standard
(including any required instalment payments) or an extension of any
amortisation period under section 412 of the Code or section 303 or
304 of ERISA with respect to a Plan or Multiemployer Plan;


 


(iv)          that a contribution required to be made by the Parent or a
Subsidiary or an ERISA Affiliate to a Plan or Multiemployer Plan or Non-U.S.
Pension Plan has not been timely made except where any such failure to make a
timely contribution is not reasonably likely to result in a material liability;


 


(v)            that a Plan or Multiemployer Plan has been or is reasonably likely
to be terminated (other than a standard termination pursuant to
section 4041(b) of ERISA), reorganised, partitioned or declared insolvent
under Title IV of ERISA;


 


(vi)          that a Plan or Multiemployer Plan has an Unfunded Current Liability
giving rise to a lien under ERISA or the Code;


 


(vii)         that proceedings are reasonably likely to be or have been instituted
to terminate or appoint a trustee to administer a Multi Employer Plan;


 


(viii)        that a proceeding has been instituted pursuant to Section 515
of ERISA to collect a delinquent contribution to a Plan;


 


(ix)          that the Parent, any Subsidiary of the Parent or any ERISA Affiliate
is reasonably likely to incur a material liability (including any indirect,
contingent, or secondary liability) to or on account of the termination of or
withdrawal from a Plan or Multiemployer Plan or otherwise under
section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan or otherwise under section 401(a)(29), 4971, 4975 or
4980 of the Code or section 409 or 502(i) or 502(l) of ERISA or with
respect to a group health plan (as defined in section 607(1) of ERISA or
section 4980B(g)(2) of the Code) under section 4980B of the Code; or


 


(x)           that the Parent or any Subsidiary of the Parent is reasonably likely
to incur a liability that, when aggregated with all other such liabilities,
will exceed $5,000,000 pursuant to any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) that provides benefits to retired
employees or other former employees (other than as required by Section 601
of ERISA) or pursuant to any Plan or Non-U.S. Pension Plan in addition to any
liability existing on the Effective Date pursuant to any such welfare or
pension plan or plans.


 


116

















 


(b)           The Parent will deliver to the Agent copies of any records,
documents or other information that must be furnished to the PBGC with respect
to any Plan pursuant to Section 4010 of ERISA.


 


(c)           The Parent will deliver to the Agent a complete copy of the annual
report (Form 5500) of each Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting
statements, certifications, schedules and information) required to be filed
with the Internal Revenue Service.


 


(d)           In addition to any certificates or notices delivered to the Agent
pursuant to paragraph (a) above copies of annual reports and any records,
documents or other information required to be furnished to the PBGC or any
other government agency, and any material notices received by the Parent, any
Subsidiary of the Parent or any ERISA Affiliate (i) from any government agency
with respect to any Plan or Non-U.S. Pension Plan or (ii) received from any
government agency or plan administrator or sponsor or trustee with respect to
any Multiemployer Plan, shall be delivered to the Agent no later than 15 days
after the date such notice has been received by the Parent, such Subsidiary or
such ERISA Affiliate, as applicable.


 


23.5        “Know
Your Client Checks”


 


Each Acceding Guarantor or existing Obligor shall promptly upon the
request of the Agent or any Lender (and in any event within 90 days of such
request) and each Lender shall promptly upon the request of the Agent supply,
or procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent (for itself or on behalf of any Lender) or
any Lender (for itself or on behalf of any prospective new Lender) in order for
the Agent, such Lender or any prospective new Lender to carry out and be
satisfied with the results of all necessary “know your client” or other checks
in relation to the identity of any person that it is required to carry out in
relation to the transactions contemplated in the Finance Documents.


 


24.          FINANCIAL
CONDITION


 


24.1        Capital
Expenditures


 


(a)           The Parent and the Borrower will not permit any of its Subsidiaries
(other than a member of the CEAL Group to which the CEAL Exception Conditions
apply) to, make any Capital Expenditures, except that the Parent and its
Subsidiaries may make Capital Expenditures (in each fiscal year of the Parent,
a “Capital Expenditure
Allowance”) in aggregate not exceeding for any
fiscal year of the Parent (beginning with its fiscal year ended closest to 31
December 2004) the amount (as adjusted as provided in paragraph (c)) set
forth below opposite such fiscal year: 


 




	
  Fiscal Year of Parent

  Ended In

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  €

  	
  92,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2005

  	
   

  	
  €

  	
  96,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2006

  	
   

  	
  €

  	
  108,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  €

  	
  120,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  €

  	
  124,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  €

  	
  128,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  €

  	
  132,000,000

  	
   

  






 


117

















 


provided that, in any
fiscal year of the Parent, up to 25 per cent. of the unutilised amount of the
Capital Expenditure Allowance for such fiscal year may be carried forward to
the following fiscal year and aggregated with the Capital Expenditure Allowance
of that following fiscal year, such aggregated amount being the Capital
Expenditure Allowance for that following fiscal year.


 


(b)           In addition to the Capital Expenditures Allowances permitted
pursuant to paragraph (a) above, the Parent and its Subsidiaries may make
additional Capital Expenditures as follows:


 


(i)            the reinvestment of proceeds of Recovery Events that are not
required to be applied to prepay the Outstandings pursuant to paragraph (d) (Insurance Claims) of Clause 13.1 (Repayment from Net Proceeds); and


 


(ii)           the reinvestment of Net Sale Proceeds from asset sales pursuant to
the first proviso to paragraph (b) (Asset
Sale) of Clause 13.1 (Repayment
from Net Proceeds).


 


(c)           At the time any €5 Million Permitted Acquisition is consummated, the
respective Capital Expenditure Allowances shall be deemed automatically
adjusted on a prospective basis as follows:


 


(i)            for each fiscal year which begins and ends after the date on which a
€5 Million Permitted Acquisition has been consummated, the Capital Expenditure
Allowance for that fiscal year shall be increased by an amount equal to 110 per
cent. of the Capital Expenditures actually made by the entity being acquired
pursuant to the respective €5 Million Permitted Acquisition for the twelve
months prior to the date of the consummation of the respective €5 Million
Permitted Acquisition; and


 


(ii)           for each fiscal year of the Parent during which a €5 Million
Permitted Acquisition is being consummated, the Capital Expenditure Allowance
for that fiscal year shall be increased by an amount equal to the product of
(x) the amount of the increase for a given fiscal year of the Parent beginning
and ending after the date which the respective €5 Million Permitted Acquisition
was consummated as provided in sub-paragraph (i) above and (y) a fraction
the numerator of which is the number of days remaining in the fiscal year of
the Parent during which the respective €5 Million Permitted Acquisition was consummated
and the denominator of which is 365 or 366, as the case may be.


 


118

















 


24.2        Ratios


 


(a)           Consolidated Interest Coverage Ratio.


 


The Parent and the Borrower agree that it will not permit the Consolidated
Interest Coverage Ratio for any Test Period, in each case taken as one
accounting period, ended on the last day of a fiscal quarter of the Parent
described below to be less than the amount set forth opposite such fiscal
quarter below:


 


	
  Fiscal Quarter Ended Closest To

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  31
  March 2004

  	
   

  	
  2.40:1.00

  
	
  30
  June 2004

  	
   

  	
  2.40:1.00

  
	
  30
  September 2004

  	
   

  	
  2.40:1.00

  
	
  31
  December 2004

  	
   

  	
  2.40:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2005

  	
   

  	
  2.40:1.00

  
	
  30
  June 2005

  	
   

  	
  2.45:1.00

  
	
  30
  September 2005

  	
   

  	
  2.55:1.00

  
	
  31
  December 2005

  	
   

  	
  2.65:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2006

  	
   

  	
  2.75:1.00

  
	
  30
  June 2006

  	
   

  	
  2.90:1.00

  
	
  30
  September 2006

  	
   

  	
  3.05:1.00

  
	
  31
  December 2006

  	
   

  	
  3.20:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2007

  	
   

  	
  3.30:1.00

  
	
  30
  June 2007

  	
   

  	
  3.35:1.00

  
	
  30
  September 2007

  	
   

  	
  3.45:1.00

  
	
  31
  December 2007

  	
   

  	
  3.50:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2008 and thereafter.

  	
   

  	
  3.50:1.00

  



 


(b)           Consolidated Fixed Charge Coverage Ratio


 


The Parent and the Borrower agree that it will not permit the
Consolidated Fixed Charge Coverage Ratio for any Test Period, in each case
taken as one accounting period, ended on the last day of any fiscal quarter of
the Parent described below to be less than the amount set forth opposite such
fiscal quarter below:


 


	
  Fiscal Quarter Ended Closest To

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  31
  March 2004

  	
   

  	
  1.05:1.00

  
	
  30
  June 2004

  	
   

  	
  1.05:1.00

  
	
  30
  September 2004

  	
   

  	
  1.05:1.00

  
	
  31 December 2004

  	
   

  	
  1.05:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2005

  	
   

  	
  1.05:1.00

  
	
  30
  June 2005

  	
   

  	
  1.05:1.00

  
	
  30
  September 2005

  	
   

  	
  1.05:1.00

  
	
  31
  December 2005

  	
   

  	
  1.10:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2006

  	
   

  	
  1.10:1.00

  
	
  30
  June 2006

  	
   

  	
  1.10:1.00

  
	
  30
  September 2006

  	
   

  	
  1.15:1.00

  
	
  31
  December 2006

  	
   

  	
  1.15:1.00

  
	
   

  	
   

  	
   

  
	
  31 March 2007

  	
   

  	
  1.15:1.00

  
	
  30
  June 2007

  	
   

  	
  1.15:1.00

  
	
  30
  September 2007

  	
   

  	
  1.15:1.00

  
	
  31
  December 2007

  	
   

  	
  1.15:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2008  and thereafter

  	
   

  	
  1.15:1.00

  



 


119

















 


(c)           Maximum Consolidated Leverage Ratio


 


The Parent and the Borrower agree that it will not permit the
Consolidated Leverage Ratio for any Test Period ended on the last day of any
fiscal quarter of the Parent described below to be greater than the ratio set
forth opposite such period below:


 


	
  Fiscal Quarter Ended Closest To

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  31
  December 2003

  	
   

  	
  4.45:1.00

  
	
  31
  March 2004

  	
   

  	
  4.45:1.00

  
	
  30
  June 2004

  	
   

  	
  4.45:1.00

  
	
  30
  September 2004

  	
   

  	
  4.45:1.00

  
	
  31
  December 2004

  	
   

  	
  4.45:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2005

  	
   

  	
  4.45:1.00

  
	
  30
  June 2005

  	
   

  	
  4.35:1.00

  
	
  30
  September 2005

  	
   

  	
  4.20:1.00

  
	
  31
  December 2005

  	
   

  	
  4.10:1.00

  
	
   

  	
   

  	
   

  
	
  31
  March 2006

  	
   

  	
  4.00:1.00

  
	
  30
  June 2006

  	
   

  	
  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

  



 


120

















 


25.          POSITIVE
UNDERTAKINGS


 


25.1        Use of
Proceeds


 


The Borrower will, and will cause each of its Subsidiaries to, use the
proceeds of the Utilisations for the purposes specified in Clause 2.2 (Purpose).


 


25.2        Conduct
of Business


 


The Obligors shall, and will procure that their respective Subsidiaries
will from time to
time (directly or indirectly) engage in the Group Business and reasonable
extensions thereof.


 


25.3        Taxes


 


Each Obligor will, and will procure each of its Subsidiaries to, file
all material tax returns on time and pay and discharge all material taxes and
governmental charges payable by or assessed upon it prior to the date on which
the same became overdue and without causing any Lien to be created, except
those that are being contested in good faith by appropriate proceedings and for
which adequate reserves have been established on the books and records of the relevant
Obligor in accordance with GAAP.


 


25.4        Compliance
with Laws


 


Each Obligor will, and will procure each of its Subsidiaries to, comply
with all applicable laws to which it may be subject, if failure to comply with
which would reasonably be expected to have a Material Adverse Effect.


 


25.5        End of
Fiscal Years; Fiscal Quarters


 


Each Obligor will ensure that (a) each of its, and each of its
Subsidiaries’, fiscal years (for accounting and SEC disclosure purposes) end on
31 December and (b) itself, and each of its Subsidiaries, maintain fiscal
quarters consistent therewith.


 


25.6        Ranking
of Claims


 


Each Obligor shall ensure
that at all times the claims of the Finance Parties against it under the
Finance Documents rank at least pari passu
with the claims of all its unsecured creditors save those whose claims are
preferred by any bankruptcy, insolvency, liquidation or similar laws of general
application.


 


25.7        Additional
Security and Further Assurances


 


(a)           Each Obligor shall, and the Parent shall procure that each member of
the Group shall, at its own expense, promptly take all such action as the Agent
or the Security Trustee may reasonably require for the purpose of perfecting or
protecting any Finance Party’s rights with respect to the Security intended to
be created or evidenced by the Security Documents.


 


(b)           The Parent shall procure that:


 


(i)            any Material Subsidiary which has not entered into a Security
Document over all or substantially all of its assets; or


 


121

















 


(ii)           any member of the Group which owns or acquires an asset the fair
market value of which exceeds €5,000,000 (or its equivalent in other
currencies) or which is, in the opinion of the Agent (acting reasonably)
material in the context of the Group and which is not subject to a first
priority security interest in favour of the Security Trustee,


 


in each case to ensure
that Clause 25.2 (Conduct of Business)
and Clause 26.13 (Assets and EBITDA
Attributable to Qualified Obligors) are complied with,


 


shall (unless prohibited
by Law or unless the Agent, acting reasonably, is satisfied that the costs and
time involved in effecting the relevant Lien would be excessive in comparison
with the benefit gained by the Finance Parties as a result of that security
interest being effected), within 30 days after being required to do so by the
Agent, accede as a Guarantor (if not already a Guarantor in accordance with
Clause 27 (Accession of New Guarantors))
and execute such additional Security Documents in favour of the Security
Trustee (in form and substance satisfactory to the Security Trustee, but containing
provisions on substantially the same terms as any corresponding Security which
is then already in place over the relevant type of asset under the Security
Documents) as the Security Trustee may require.


 


(c)           At any time whilst there is a continuing Event of Default each
Obligor shall execute and deliver to the Security Trustee such additional
Security Documents in such form and in relation to such assets as the Security
Trustee may require.


 


(d)           The Parent shall procure that, following the irrevocable payment and
cancellation in full of the Permitted Receivables Facility in existence as at
the Initial Borrowing Date, each of Buhrman Office Products Nederland BV,
Buhrmann Silver SA and Buhrmann Silver US LLC shall pledge all its receivables
in favour of the Security Trustee in form and substance reasonably satisfactory
to the Agent within 30 days after being required to do so by the Agent.


 


25.8        Stock
Pledges in Non-U.S. Subsidiaries of the Borrower Which Are Not Guarantors


 


(a)           If following a change (the “Deemed
Dividend Rule Change”) in Section 956 of the
Code or the regulations, rules, rulings, notices or other official
pronouncements issued or promulgated thereunder, counsel for the Parent
reasonably acceptable to the Agent does not within 45 days after a request from
the Agent or the Instructing Group deliver evidence, in form, scope and
substance reasonably satisfactory to the Agent, with respect to any Non-U.S.
Subsidiary of the Borrower which has share capital owned directly by the
Borrower or one or more U.S. Subsidiaries of the Borrower and which has not
already had all of its stock pledged pursuant to the relevant Pledge Agreements
that a pledge of 66-2/3 per cent. or more of the total combined voting power of
all classes of share capital of such Non-U.S. Subsidiary entitled to vote,
would cause the undistributed earnings of such Non-U.S. Subsidiary as
determined for U.S. federal income tax purposes to be treated as a deemed
dividend to such Non-U.S. Subsidiary’s United States shareholder for U.S.
federal income tax purposes, then that portion of such Non-U.S. Subsidiary’s
outstanding share capital not theretofore pledged pursuant to the relevant
Pledge Agreements shall be pledged to the Security Trustee for the benefit of
the Finance Parties pursuant to the Pledge Agreement set out in paragraph 2 of
Section A of Part III of Schedule 3 (Security


 


122

















 


Documents) (or another pledge agreement in substantially similar form, if
needed), with all documents delivered pursuant to this Clause 25.8 to be in
form and substance reasonably satisfactory to the Agent and the Instructing
Group.


 


(b)           Notwithstanding anything to the contrary contained above, in the
circumstances otherwise contemplated above, the pledge specified above (so long
as such Non-U.S. Subsidiary does not accede as a Guarantor) shall not be
required if, following a Deemed Dividend Rule Change, the taking of the action
otherwise required above would result in other material negative tax consequences
to the Parent and/or its Subsidiaries, and so long as the Parent or the
Borrower delivers notification to the Agent to such effect (showing in
reasonable detail the material negative tax consequences which would result
therefrom).  It is understood and agreed
that, notwithstanding anything to the contrary contained above, the
restrictions on the percentage of voting stock of Non-U.S. Subsidiaries
required to be pledged shall not apply to (i) any Subsidiaries of the Parent
which are not Non-U.S. Subsidiaries of the Borrower and (ii) any Non-U.S.
Subsidiaries of the Borrower which are Guarantors or are Subsidiaries of a
Non-U.S. Subsidiary of the Borrower which is a Guarantor.


 


25.9        Necessary
Authorisations


 


Each Obligor shall (and
the Parent shall procure that each member of the Group shall) obtain, comply
with and do all that is necessary to maintain in full force and effect all
Necessary Authorisations.


 


25.10      Insurance


 


Each Obligor shall (and
the Parent shall procure that each member of the Group shall) effect and
maintain insurances on and in relation to its business and assets with
reputable underwriters or insurance companies against such risks (including,
but not limited to, loss of earnings, business interruption, directors’ and
officers’ liability cover) and to such extent as is usual for prudent companies
carrying on a business such as that carried on by such member of the Group.


 


25.11      Infringement
of Intellectual Property


 


Each Obligor shall (and
the Parent shall procure that each member of the Group will):


 


(a)           notify the Agent promptly of any infringement or suspected
infringement or any challenge to the validity of any of the present or future
Intellectual Property Rights owned, used or exploited by it which may come to
its notice if the same would be reasonably likely to have a Material Adverse
Effect and take all necessary steps (including, without limitation, the
institution of legal proceedings) to prevent third parties infringing such
Intellectual Property Rights to the extent that failure to do so would be
reasonably likely to have a Material Adverse Effect;


 


(b)           take all necessary action to safeguard and maintain its rights,
present and future, in or relating to all Intellectual Property Rights owned,
used or exploited by it to the extent that failure to do so would be reasonably
likely to have a Material Adverse Effect (in each case including, without
limitation, paying all applicable renewal fees, licence fees and other
outgoings); and


 


123

















 


(c)           not enter into any licence or other agreement or arrangement in
respect of Intellectual Property Rights other than between members of the Group
and/or on normal arm’s length commercial terms and will comply with all
licences to it of any Intellectual Property Rights in each case to the extent
that failure to do so would be reasonably likely to have a Material Adverse
Effect.


 


25.12      Interest
Rate Protection


 


The Borrower shall:


 


(a)           within 2 months of the Initial Borrowing Date enter into and maintain
interest rate hedging arrangements with Hedge Counterparties to limit the
Group’s exposure to adverse movements in interest rates and/or currency
exchange in relation to the Term Facilities (other than the Incremental Term
Facility);


 


(b)           ensure that such arrangements are entered into in the form of
Hedging Agreements or, as the case may be, Other Hedging Agreement in
accordance with the policy set out in the Hedging Letter; and


 


(c)           promptly provide the Agent with certified true copies of each such
Hedging Agreement or, as the case may be, Other Hedging Agreement entered into
which are necessary for the Agent to monitor compliance with this Clause 25.12.


 


25.13      Non-U.S.
Pension Plans


 


The Parent shall ensure
that all Non-U.S. Pension plans maintained by or for the benefit of any member
of the Group and/or any of its employees:


 


(a)           are maintained and operated in all material respects in accordance
with all applicable laws from time to time except where the failure to do so is
not reasonably likely to result in a Material Adverse Effect; and


 


(b)           are funded substantially in accordance with the governing provisions
of such schemes and all laws applicable thereto with any shortfall in funding
advised by actuaries of recognised standing being rectified in accordance with
such governing procedures and applicable laws except where the failure to do so
is not reasonably likely to result in a Material Adverse Effect.


 


25.14      Regulation
U


 


The Parent shall ensure
that on each Utilisation  Date, less than 25 per cent. of the value
(as determined by any reasonable method) of the assets of the Group taken as a
whole will constitute Margin Stock (as defined in Regulation U referred to
below).  The Parent shall ensure that no
Advance will be used to purchase or carry any Margin Stock and neither the
making of any Advance nor the use of the proceeds of it will violate or be
inconsistent with the provisions of Regulations T, U or X of the Board of
Governors of the Federal Reserve System of the United States.


 


25.15      Ownership
of Subsidiaries


 


(a)           Notwithstanding anything to the contrary contained in this
Agreement, (i) the Parent shall at all times own directly or indirectly
(through one or more Wholly-Owned


 


124

















 


Subsidiaries that are Obligors) 100 per cent.
of the share capital of the Borrower 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 capital stock of CEXP.


 


(b)           The Parent and the Borrower shall at all times own, directly or
indirectly, 100 per cent. of the share capital or other Equity Interests of
each of their respective Subsidiaries except to the extent:


 


(i)            with respect to Non-U.S. Subsidiaries, directors’ qualifying shares
and other nominal amounts of shares required by applicable law to be held by
persons (other than directors) are issued from time to time (so long as the
respective Subsidiary continues to constitute a Wholly-Owned Subsidiary of the
Parent);


 


(ii)           100 per cent. of the share capital of any such Subsidiary is sold,
transferred or otherwise disposed of pursuant to a transaction permitted by
Clause 26.2 (Consolidation, Merger, Purchase
or Sale of Assets, etc.);


 


(iii)         less than 100 per cent. of the share capital or other Equity
Interests are acquired in the respective Subsidiary pursuant to a Permitted
Acquisition which meets the criteria specified in the definition of Permitted
Acquisition and Permitted Acquisition Conditions; or


 


(iv)          set forth on Part VII of Schedule 10 (Existing Investments).


 


(c)           One or more Obligors shall at all times directly own 100 per cent.
of the outstanding capital of each Receivables Subsidiary.


 


25.16      Financial
Assistance and Fraudulent Conveyance


 


The Parent will ensure that all payments and provision of guarantees,
security and other assistance by and between members of the Group have been and
will be made in compliance with applicable local laws and regulations
concerning fraudulent conveyance, financial assistance by a company for the
acquisition of or subscription for its own shares or the shares of its parent
or any other company or concerning the protection of shareholders’ capital.


 


25.17      Tax
Consolidation


 


The Parent will procure that the Borrower and each of its subsidiaries
organised under the laws of the United States of America shall be included in a
group that files a U.S. federal consolidated income tax return as soon as
practicable if it has not already done so as at the Initial Borrowing Date.


 


26.          NEGATIVE
UNDERTAKINGS


 


26.1        Liens


 


Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) to, create or
permit to exist any Lien upon or with respect to any of its respective property
or assets, whether now owned or hereafter acquired other than the following
(Liens described below are herein referred to as “Permitted Liens”):


 


125

















 


(a)           inchoate Liens for taxes, assessments or governmental charges or
levies on its property if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith
and by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books;


 


(b)           Liens imposed by law and other similar Liens arising in the ordinary
course of business which (i) secure the payment of obligations not more than 90
days past due, (ii) are being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books or (iii) in aggregate are immaterial;


 


(c)           encumbrances or charges against Real Property as are of a nature
generally existing with respect to properties of a similar character and which
do not in any material way affect or interfere with the use thereof in the
business of such Obligor or such Subsidiaries;


 


(d)           Liens existing on the date hereof which (i) are described in Part I
of Schedule 10 (Existing Liens)
or (ii) secure Capitalised Lease Obligations described in Part I of
Schedule 10 (Existing Liens),
to the extent consisting of lessors’ rights in property subject to Capitalised
Leases, which Liens may not be renewed, extended or granted to secure refunding
or refinancing Indebtedness, except (x) for renewals, extensions, refundings or
refinancings of Third Party Existing Indebtedness effected pursuant to Clause
26.4(b) (Indebtedness) and (y) so
long as the principal amount of the Indebtedness secured is not increased as a
result of such renewal, extension, refunding, or refinancing and the Liens do
not extend to property or assets not originally subject to the Liens securing
the respective issue of Third Party Existing Indebtedness as originally permitted
pursuant to this paragraph (d);


 


(e)           Liens created pursuant to the Finance Documents;


 


(f)            Liens in or upon Receivables Facility Assets sold or otherwise
transferred pursuant to a Permitted Receivables Transaction;


 


(g)           licenses, sublicenses, leases or subleases granted to other persons
in the ordinary course of business not materially interfering with the conduct
of the business of the Parent and its Subsidiaries taken as a whole;


 


(h)           Liens upon assets of the Parent and its Subsidiaries subject to
Capitalised Lease Obligations to the extent permitted by Clause 26.4(c) (Indebtedness), provided that
(i) such Liens only serve to secure the payment of Indebtedness arising
under such Capitalised Lease Obligation and (ii) the Lien encumbering the asset
giving rise to the Capitalised Lease Obligation does not encumber any other
asset (other than proceeds thereof) of the Parent or any Subsidiary of the
Parent;


 


(i)            Liens placed upon assets used in the ordinary course of business of
the Parent or any of its Subsidiaries (other than any Receivables Subsidiary)
(i) at the time of acquisition thereof by the Parent or any such Subsidiary or
within 120 days thereafter in the case of property other than Real Property and
(ii) within 180 days after the completion of the construction or substantial
improvements in the case of Real Property, in each case to secure Indebtedness
incurred pursuant to Clause 26.4(c)


 


126

















 


(Indebtedness)
to pay all or a portion of the purchase price thereof or the cost of the
substantial improvements thereto, provided that, in all events, the Lien
encumbering the assets so acquired does not encumber any other asset (other
than proceeds thereof) of the Parent or such Subsidiary;


 


(j)            Liens arising from precautionary UCC financing statement filings
regarding operating leases entered into by the Parent or any of its
Subsidiaries (other than any Receivables Subsidiary) in the ordinary course of
business;


 


(k)           Liens arising out of conditional sale, title retention, consignment
or similar arrangements for the sale of goods entered into by the Parent or any
of its Subsidiaries in the ordinary course of business in accordance with the
past practices of the Parent and its Subsidiaries prior to the Initial
Borrowing Date;


 


(l)            Liens on assets of any Subsidiary of the Parent acquired as a result
of a Permitted Acquisition and securing only Permitted Acquired Debt of such
Subsidiary;


 


(m)          Liens which may be deemed to exist as a result of the consummation of
one or more sale-leaseback transactions effected in accordance with the
requirements of paragraph (c) of Clause 26.2 (Consolidation,
Merger, Purchase or Sale of Assets, etc.);


 


(n)           Liens arising out of the existence of judgments or awards not
constituting an Event of Default under Clause 28.8 (Execution or Distress), provided that no cash or
property is deposited or delivered to secure the respective judgment or award
(or any appeal bond in respect thereof), except as permitted by the following
paragraph (o);


 


(o)           Liens (other than any Lien imposed by ERISA) (i) incurred or
deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance, old age pensions and other types of
social security, (ii) to secure the performance of tenders, statutory
obligations (other than excise taxes), surety, stay, customs and appeal bonds,
statutory bonds, bids, leases, government contracts, trade contracts, utility
payments, performance and return of money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money) or (iii) arising
by virtue of deposits made in the ordinary course of business and consistent
with past practice to secure the performance by the Parent and its Subsidiaries
of obligations arising under leases of Real Property, provided that the
aggregate amount of deposits at any time pursuant to sub-paragraph (ii) and
sub-paragraph (iii) shall not exceed €10,000,000 (or its equivalent in
other currencies) in the aggregate;


 


(p)           bankers’ liens, rights of setoff and other similar liens existing
solely with respect to cash and Cash Equivalents on deposit in one or more of
the accounts described below, in each case granted in the ordinary course of
business in favour of the bank or banks with which the accounts are maintained,
securing amounts owing to such bank with respect to cash management and
operating account arrangements, including those involving pooled accounts and
netting arrangements; and


 


(q)           Liens not otherwise permitted by the foregoing clauses (a) through
(p) to the extent attaching to properties and assets (but not Equity Interests
in any person) with an aggregate fair value not in excess of, and securing
liabilities not in excess of,


 


127

















 


€35,000,000 (or its equivalent other currencies) in the aggregate at
any time outstanding.


 


In connection with the granting of Liens of
the type described in paragraphs (d), (f), (h), (i), (k), (l), (m) and (q) of
this Clause 26.1 by the Parent or any of its Subsidiaries, the Agent and the
Security Trustee shall be authorised, at the request of the Parent or the
Borrower, to take any actions deemed appropriate by it in connection therewith
(including, without limitation, by executing appropriate lien releases or lien
subordination agreements in favour of the holder or holders of such Liens, in
either case solely with respect to the assets subject to such Liens).


 


26.2        Consolidation,
Merger, Purchase or Sale of Assets, etc.


 


Each Obligor will not, and will not permit any of its Subsidiaries to
enter into any transaction of merger or consolidation, or convey, sell, lease
or otherwise dispose of (or agree to do any of the foregoing at any future
time) all or any part of its property or assets, or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment and
intangible assets in the ordinary course of business) of any person, except
that:


 


(a)           save in respect of any sales, leases or disposals described in
paragraph (c)(iii) below, this Clause 26.2 does not apply to a member of the
CEAL Group to which the CEAL Exception Conditions apply;


 


(b)           Capital Expenditures by the Parent and its Subsidiaries (other than
any Receivables Subsidiary) shall be permitted to the extent permitted by
Clause 24.1 (Capital Expenditures);


 


(c)           each of the Parent and its Subsidiaries (other than any Receivables
Subsidiary) may:


 


(i)            in the ordinary course of business, sell, lease or otherwise dispose
of any 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’s
business;


 


(ii)           so long as no Default or Event of Default then exists or would
result therefrom, sell, lease or otherwise dispose of any other assets (other
than the assets described in sub-paragraph (iii) below), provided that:


 


(A)          Fair
Market Value: 
each such sale, lease or disposition shall be in an arm’s-length
transaction and for Fair Market Value;


 


(B)          75%
Cash Payment: 
excluding asset sales the Fair Market Value of which, in the aggregate,
does not exceed €5,000,000 (or equivalent in other currencies) in any fiscal
year of the Parent, at least 75 per cent. of the consideration for all assets
sold, leased or otherwise disposed of pursuant to this sub-paragraph (ii) shall
be in the form of cash and paid at the time of closing of such sale, lease or
other disposition; and


 


(C)          Cap
Net Sale Proceeds: 
the aggregate Net Sale Proceeds of all assets subject to sales or other
dispositions pursuant to this sub-paragraph (ii)


 


128

















 


 


(for purposes of this proviso only, excluding
asset sales or other dispositions where the Net Sale Proceeds therefrom are
less than €500,000 (or its equivalent in other currencies)) shall not exceed
(x) in the event the Consolidated Leverage Ratio is greater than 3.75:1.00,
€15,000,000 (or its equivalent in other currencies) in aggregate in any fiscal
year of the Parent and (y) in the event 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 fiscal year of the Parent,


 


provided further, that in addition to the
above sales, leases and dispositions, the Parent and its Subsidiaries shall be
permitted to effect one or more additional sales or assets so long as (aa) each
such sale shall be on an arm’s-length transaction and for Fair Market Value,
(bb) at least 90 per cent. of the consideration for all such additional assets
sold shall be in the form of cash paid at the time of closing of the respective
sale and (cc) the aggregate gross sale proceeds of all such additional assets sold
after the Initial Borrowing Date shall not exceed €50,000,000 (or equivalent in other currencies) in aggregate;


 


(iii)         so long as no Default or Event of Default then exists or would
result therefrom, sell, lease or otherwise dispose of CEAL or all or substantially
all of the assets of the CEAL Group, provided that:


 


(A)          Fair
Market Value: 
any such sale, lease or disposition shall be in an arm’s-length
transaction and for Fair Market Value;


 


(B)          75%
Cash Payment: 
at least 75 per cent. of the consideration for all assets sold, leased
or otherwise disposed of pursuant to this sub-paragraph (iii) shall be in the
form of cash and paid at the time of closing of such sale, lease or other
disposition; and


 


(C)          Consolidated Leverage Ratio: the Consolidated Leverage Ratio as set
out in Clause 24.2(c) (Maximum Consolidated
Leverage Ratio) shall, at the time of such sale, lease and/or
disposition be complied with on a Pro Forma Basis.


 


provided further that no sale-leaseback
transactions shall be permitted to be made pursuant to the foregoing provisions
of this paragraph (c);


 


(d)           Investments may be made to the extent permitted by Clause 26.5 (Advances, Investments and Loans);


 


(e)           each of the Parent and its Subsidiaries (other than any Receivables
Subsidiary) may lease (as lessee) real or personal property in the ordinary
course of business (so long as any such lease does not create a Capitalised
Lease Obligation except to the extent permitted by Clause 26.4) (Indebtedness);


 


(f)            each of the Parent and its Subsidiaries (other than any Receivables
Subsidiary) may make sales or transfers of inventory in the ordinary course of
business;


 


(g)           each of the Parent and its Subsidiaries (other than any Receivables
Subsidiary) may sell or discount, in each case without recourse and in the
ordinary course of business,


 


129

















 


overdue accounts receivable arising in the
ordinary course of business, but only in connection with the compromise or
collection thereof consistent with customary practice (and not as part of any
bulk sale or financing of receivables);


 


(h)           transfers of condemned property to the respective governmental
authority or agency that has condemned same (whether by deed in lieu of
condemnation or otherwise), and transfers of properties that have been subject
to a casualty to the respective insurer of such property as part of an
insurance settlement, shall be permitted;


 


(i)            each of the Parent and its Subsidiaries may license, sublicense or
transfer software, trademarks and other intellectual property which (i) do not
materially interfere with the business of the Parent and its Subsidiaries taken
as a whole and (ii) could not reasonably be expected to have a Material Adverse
Effect;


 


(j)            so long as no Default or Event of Default exists at the time of the
respective transfer of assets or immediately after giving effect thereto, (i)
the Parent and its Subsidiaries may transfer assets to the Parent or the
Borrower or any Wholly-Owned Subsidiary of either of them which is a Qualified
Obligor at such time, (ii) in the ordinary course of its business and
consistent with past practice, the Parent and its Subsidiaries may transfer
inventory and equipment to Wholly-Owned Subsidiaries of the Parent or the
Borrower which are not Qualified Obligors and which are not inactive
Non-Material Subsidiaries and (iii) any Wholly-Owned Subsidiary of the Parent
or the Borrower which is neither a Guarantor nor an inactive Non-Material
Subsidiary may transfer assets to any other Wholly-Owned Subsidiary of the
Parent which is neither a Guarantor nor an inactive Non-Material Subsidiary, in
each case so long as (x) if the respective transfer is being made to any
Obligor, all actions needed to maintain the perfection and priority of the
security interests, if any, of the Lenders in the assets so transferred are
taken at the time of the respective transfer and (y) the Parent reasonably
determines that the transfer is not reasonably likely to be adverse to the
Lenders in any material respect, provided always that in all cases, no such
transfer shall result in the reduction in the value of the Security subject to
the Security Documents as at the Initial Borrowing Date and/or would have a
Material Adverse Effect;


 


(k)           so long as no Default or Event of Default exists at the time of the
respective transfer of assets or immediately after giving effect thereto, (i)
any Non-U.S. Subsidiary of the Parent which is a Wholly-Owned Subsidiary of the
Parent may merge with or into the Parent or any other Non-U.S. Subsidiary of
the Parent which is also a Wholly-Owned Subsidiary of the Parent and is a
Qualified Guarantor at such time (so long as (A) in the case of any such merger
with or into the Parent, the Parent is the survivor of such merger and (B) in
the case of any other such merger, the survivor is a Wholly-Owned Subsidiary of
the Parent which is a Qualified Guarantor), (ii) any Wholly-Owned U.S.
Subsidiary of the Parent may be merged into the Borrower (as long as the
Borrower is the surviving corporation of such merger as a Wholly-Owned
Subsidiary of the Parent) or any other Wholly-Owned U.S. Subsidiary of the
Borrower which is a Qualified Guarantor at such time (so long as the surviving
company of such merger remains a Wholly-Owned U.S. Subsidiary of the Borrower which
is a Qualified Guarantor) and (iii) any Non-Guarantor Subsidiary may merge with
or into any other Non-Guarantor Subsidiary, provided always that in all cases,
no such transfer shall result in the reduction in the value of the Security
subject to the Security Documents as at the Initial Borrowing Date and/or would
have a Material Adverse Effect;


 


130

















 


(l)            in addition to transfers permitted above, and so long as no Default
or Event of Default exists at the time of the respective transfer or
immediately after giving effect thereto, the Obligors shall be permitted to
transfer assets (other than cash, Cash Equivalents and Equity Interests in any
Obligor) to the Parent or other Subsidiaries of the Parent so long as cash in
an amount at least equal to the Fair Market Value of the assets so transferred
is received by the respective transferor, provided always that in all cases, no
such transfer shall result in the reduction of the value of the Security
subject to the Security Documents as at the Initial Borrowing Date and/or would
have a Material Adverse Effect;


 


(m)          so long as no Default or Event of Default then exists (and would not
exist immediately after giving effect thereto), the Parent shall be permitted
to repurchase Equity Interests in Subsidiaries of the Parent which are not
Wholly-Owned Subsidiaries of the Parent (before giving effect to the respective
purchase) at prices not to exceed the Fair Market Value thereof, provided
that, (i) after giving effect to each purchase pursuant to this paragraph (m),
the financial covenants in Clause 24 (Financial
Condition) are in compliance on a Pro Forma Basis and (ii) at the
date of the declaration of each purchase (and if such purchase is consummated
within 30 days of such declaration) pursuant to this paragraph (m), the
Borrower shall have Available Liquidity of at least €50,000,000;


 


(n)           inactive Non-Material Subsidiaries of the Borrower or the Parent
(excluding in any event the Borrower) may be liquidated from time to time, so
long as the Parent or the Borrower, as the case may be, determines that such
liquidation is not reasonably likely to be adverse in any material respect
(including, without limitation, as a result of any assumption of liabilities)
to the Parent or the Borrower;


 


(o)           sales, contributions and other transfers by the Receivables Sellers
of Receivables Facility Assets to the respective Receivables Subsidiary and
sales and other transfers of Receivables Facility Assets by a Receivables
Subsidiary to one or more purchasers pursuant to the respective Permitted
Receivables Facility, and purchases and acquisitions of Receivables Facility
Assets by the Receivables Subsidiaries, in each case pursuant to the terms of
the respective Permitted Receivables Facility, shall be permitted;


 


(p)           so long as no Default or Event of Default then exists, and so long
as no Default or Event of Default will exist after giving effect to the
respective Permitted Acquisition, the Parent and its Wholly-Owned Subsidiaries
(other than any Receivables Subsidiary) may from time to time make Permitted
Acquisitions, so long as the requirements contained in the definitions of
“Permitted Acquisition” and “Permitted Acquisition Conditions” are satisfied;


 


(q)           to the extent the Parent or any of its Subsidiaries acquires (but
not pursuant to a Permitted Acquisition) or constructs any Real Property or
acquires (but not pursuant to a Permitted Acquisition) any equipment, in each
case after the Initial Borrowing Date, then (i) in the case of Real Property,
within 180 days of the acquisition thereof (or in the case of Real Property
being constructed or upon which substantial improvements are being made, within
180 days after the completion of such construction or substantial improvements)
and (ii) in the case of equipment, within 120 days of the acquisition thereof,
the Parent or the respective Subsidiary owning same may sell the respective
Real Property or equipment pursuant to a sale-leaseback


 


131

















 


transaction so long as (A) there shall exist
no Default or Event of Default (both before and after giving effect thereto),
(B) the sale is on an arm’s-length transaction and for Fair Market Value, (C)
at least 75 per cent. of the aggregate consideration therefor shall be in the
form of cash and is paid at the time of consummation of sale and (D) to the extent
Capitalised Lease Obligations result from the respective sale-leaseback, such
Capitalised Lease Obligations shall be permitted pursuant to Clause 26.4 (Indebtedness);


 


(r)           each of the Parent and its Subsidiaries may sell or liquidate, in
each case for cash at fair market value (as reasonably determined by the Parent
or the respective Subsidiary), Cash Equivalents; and


 


(s)           so long as no Default or Event of Default is then in existence (or
shall exist after giving effect thereto), the Parent and its Subsidiaries may
effect one or more Sales In Lieu of Liquidation in accordance with the
definition thereof contained herein.


 


Notwithstanding anything to the contrary
contained above, in no event shall the Parent or any of its Subsidiaries (x)
sell, transfer or dispose of any Equity Interests in the Borrower or any
Subsidiary of the Parent which owns Equity Interests, in the Borrower or (y)
sell any Equity Interests in any other Subsidiary of the Parent unless, in the
case of this clause (y), the respective sale or disposition meets the
requirements of one or more of the paragraphs of this Clause 26.2 unless all
Equity Interests in the respective Subsidiary owned by Parent and its
Subsidiaries are sold pursuant to the respective sale.  Furthermore, the foregoing provisions of
this Clause 26.2 are subject to continued compliance by the Obligors and their
Subsidiaries with the requirements of Clauses 25.2 (Conduct of Business) and 26.13 (Assets and EBITDA Attributable to Qualified Obligors).  To the extent the Instructing Group waive
the provisions of this Clause 26.2 with respect to the sale of any Collateral,
or any Collateral is sold as permitted by this Clause 26.2, such Collateral
(unless sold to the Parent or a Subsidiary of the Parent) shall be sold free and
clear of the Liens created by the Security Documents, and the Agent and
Security Trustee shall be authorised to take any actions deemed appropriate in
order to effect the foregoing.


 


26.3        Restricted
Payments


 


Each Obligor will not, and will not permit any of its Subsidiaries to
make any Restricted Payment, except that:


 


(a)           any Subsidiary of the Borrower may pay Dividends to its
shareholders, in each case so long as the Borrower or any Subsidiary of the
Borrower which owns an Equity Interest in such Subsidiary receives a percentage
of any such Dividends which is at least equal to its percentage Equity Interest
in the respective Subsidiary paying the Dividend;


 


(b)           any Subsidiary of the Parent (other than the Borrower and its
Subsidiaries if any Default or Event of Default is then in existence) may
declare and pay Dividends or make distributions to the Parent or a Wholly-Owned
Subsidiary of the Parent;


 


(c)           payments may be made from time to time with respect to Affiliate
Debt permitted to be incurred and remain outstanding in accordance with the
terms of this Agreement, in each case so long as (x) the respective payment is
permitted to be made in accordance with the terms of the Intercreditor Deed and
(y) other than in the case of payments made by any Non-U.S. Subsidiary of the
Parent (which is not also a


 


132

















 


Subsidiary of 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 or more other persons who
immediately transmit such payments to the Borrower), no Default or Event of
Default then exists (both before and after giving effect to the respective
payment);


 


(d)           the Parent may (i) repurchase the Parent Common Stock and/or options
to purchase the Parent Common Stock held by or (ii) make payments pursuant to
equity appreciation rights agreements to, directors, executive officers,
members of management or employees of the Parent or any of its Subsidiaries
upon the death, disability, retirement or termination of such director,
executive officers, member of management or employee, so long as (A) no Default
or Event of Default then exists or would exist after giving effect thereto and
(B) the aggregate amount of cash expended by the Parent pursuant to this
paragraph (d) shall not exceed €10,000,000 in any fiscal year of the Parent plus
the net cash proceeds of Parent Common Stock sold to directors, executive
officers, members of management or employees of the Parent and its Subsidiaries
in such fiscal year;


 


(e)           the Parent may pay regularly accruing Dividends with respect to
Parent Preference Shares C through the issuance of additional shares of Parent
Preference Shares C in accordance with the terms of the Preferred Equity
Financing Documents governing same or from the proceeds (if any) of any
Cumulative Excess Cash Flow, provided that at the date of the declaration of
payment of such Dividend (and if such payment is made within 30 days of such
declaration), after giving effect to the payment of such Dividends, the
Borrower shall have Available Liquidity of at least €50,000,000.  For the purposes of this paragraph (e), “Cumulative Excess Cash Flow” means, at any time, as determined on each Excess Cash Flow Payment
Date the aggregate amount of (i) Excess Cash Flow after applying the provisions
of Clause 13.3 (Application of Mandatory
Prepayments) on such Excess Cash Flow Payment Date and (ii) the
aggregate Excess Cash Flow for each previous Excess Cash Flow Payment Date not
utilised during their respective Excess Cash Flow Payment Period;


 


(f)            if any Parent Preference Shares B are issued after the Initial
Borrowing Date in accordance with the terms of the Parent’s Articles of
Association as the terms of the Parent Preference Shares B thereunder are in
effect on the Initial Borrowing Date or as thereafter amended in a manner no
less favorable to the Lenders, then at any time and from time to time
thereafter, so long as no Default or Event of Default then exists, and so long
as no Default or Event of Default will exist after giving effect to the
respective redemption of Parent Preference Shares B, the Parent may redeem its
outstanding Preference Shares B, at their issue price plus any accrued and
unpaid dividends thereon, provided that at the date of the declaration
of the respective redemption of the Parent Preference Shares B (and if such
redemption is consummated within 30 days of such declaration), after giving
effect to the respective redemption, the Borrower shall have Available
Liquidity of at least €50,000,000; and


 


(g)           so long as no Default or Event of Default then exists, and so long
as no Default or Event of Default will exist after giving effect to the
respective payment of Dividends, the Parent may pay, during the first six
months of any fiscal year of the Parent regularly accruing Dividends based on
the Parent’s Consolidated Net Income for the immediately preceding fiscal year:


 


133

















 


(i)            with respect to Parent Preference Shares A (so long as there is no
increase to the number of shares of outstanding Parent Preference Shares A
after the Initial Borrowing Date), in an aggregate amount not to exceed that
amount determined in accordance with the Articles of Association of the Parent
(as in effect on the Initial Borrowing Date or as thereafter amended in a
manner no less favorable to the Lenders) and the resolution of the Executive
Board of the Parent providing for the first issuance of Parent Preference
Shares A, it being understood and agreed that the aggregate amount of Dividends
paid in respect of the Parent Preference Shares A in each fiscal year of the
Parent pursuant to this sub-paragraph (i) shall not exceed €11,200,000 for the
fiscal years ending closest to 31 December 2003 through till 2008, and
thereafter in such amount as calculated in accordance with the Articles of
Association of the Parent (referred to as the “Applicable
Preference Share A Dividend”) provided that
to the extent the aggregate amount of Dividends paid pursuant to this
sub-paragraph (i) are less than the Applicable Preference Share A Dividend in
any fiscal year of the Parent (beginning with fiscal year 2006), the difference
between the amount paid in such fiscal year and the Applicable Preference Share
A Dividend, may be carried forward and used to pay Dividends in respect of the
Parent Preference Shares A in succeeding fiscal years;


 


(ii)           with respect to Parent Preference Shares B, if any, issued after the
Initial Borrowing Date in accordance with the terms of the Parent’s Articles of
Association as the terms of such Parent Preference Shares B thereunder are in
effect on the Initial Borrowing Date or as thereafter amended in a manner no
less favorable to the Lenders, in amounts determined in accordance with the
Articles of Association of the Parent (as in effect on the Initial Borrowing
Date or as thereafter amended in a manner no less favorable to the Lenders);
and


 


(iii)         with respect to Parent Common Stock, provided that the
aggregate amount of all Dividends paid during any fiscal year of the Parent
pursuant to this sub-paragraph (iii) shall not exceed 35 per cent. of the
Consolidated Net Income Available to Common (calculated before deducting any
non-cash exceptionals accrued during such period) for the immediately preceding
fiscal year,


 


provided  further, that (A) in the case of
each of foregoing sub-paragraphs (i), (ii) and (iii) (including the provisos
thereto), at the date of the declaration of the payment of such Dividends (and
if such payment is made within 30 days of such declaration), after giving effect
to the payment of such Dividends, the Borrower shall have Available Liquidity
of at least €50,000,000 and (B) in the case of the foregoing sub-paragraph
(iii) (including the provisos thereto), after giving effect to the respective
payment of Dividends, the Consolidated Leverage Ratio shall be less than or
equal to 3.75:1:00.


 


Notwithstanding anything to the contrary contained above, in the case of
Dividends to be paid at any time pursuant to this paragraph (g), if on the date
the payment and amount of the respective Dividends are announced, so long as
the respective announcement is made within 90 days prior to the payment of the
respective Dividends, no Default or Event of Default then exists, and no
Default or Event of Default would exist if Dividends in the respective amount
announced (when added to any other amounts of Dividends announced but not yet
paid) were paid on such date


 


134

















 


(including, without limitation, pursuant to Clause 24.2(c) (Maximum Consolidated Leverage Ratio) after
giving effect to the incurrence of any Indebtedness needed to finance same) and
so long as the amount of Dividends to be paid complies with the requirements of
this paragraph (g), as the case may be, and so long as the Available Liquidity
requirements sets forth in said paragraphs would be satisfied if the Dividends
so announced (when added to any other amounts of Dividends announced but not
yet paid) were actually paid on the date of the respective announcement (after
giving effect thereto), then the respective Dividends (in the aggregate amounts
so announced) may be paid within 90 days after such announcement, so long as no
Default or Event of Default then exists or would exist after giving effect to
the payment of such Dividends, notwithstanding the failure to satisfy the
Available Liquidity requirements on the date the respective Dividends are
actually paid.


 


The foregoing provisions of this Clause 26.3 shall in no event restrict
or limit the ability of any Obligor to make payments owing by them pursuant to
the terms of any Finance Document.


 


26.4        Indebtedness


 


Each Obligor will not, and will not permit any of its Subsidiaries  (other than a
member of the CEAL Group to which the CEAL Exception Conditions apply (save in
respect of paragraph (q) below)) to, contract, create, incur, assume or suffer
to exist any Indebtedness, except:


 


(a)           Indebtedness incurred pursuant to this Agreement and the other
Finance Documents;


 


(b)           Existing Indebtedness outstanding on the Initial Borrowing Date,
without giving effect to any subsequent extension, renewal or refinancing
thereof, except that the Third Party Existing Indebtedness as set out in
Section A of Part II of Schedule 10 (Existing
Indebtedness) may be Refinanced, or successively Refinanced, through
one or more issues of Permitted Refinancing Indebtedness;


 


(c)           Indebtedness (including, without limitation, Indebtedness of such
persons evidenced by Capitalised Lease Obligations entered into in accordance
with the relevant requirements of Clause 26.8 (Limitation
on Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-laws and Certain Other Agreements; etc.),
Indebtedness of such persons of the type described in Clause 26.1(i) (Liens), Permitted Acquired Debt and Seller
Debt and such other Indebtedness as is incurred pursuant to this paragraph (c))
of (i) the Parent, the Borrower and one or more Qualified Guarantors or (ii) in
the case of Permitted Acquired Debt only, the respective Subsidiary or
Subsidiaries acquired pursuant to such Permitted Acquisition, provided that:


 


(A)          no Default or Event of Default shall
exist at the time of the incurrence of such Indebtedness and immediately after
giving effect thereto; and


 


(B)          the aggregate principal amount of
Indebtedness at any time outstanding pursuant to this paragraph (c) does not
exceed €160,000,000 (or its equivalent in other currencies), of which no more
than €60,000,000 (or its equivalent in other currencies) shall at any time
outstanding constitute Indebtedness other than Permitted Subordinated
Indebtedness, with the balance required at all times to constitute Permitted
Subordinated Indebtedness;


 


135

















 


(d)           Indebtedness under non-speculative Other Interest Hedging
Agreements;


 


(e)           Indebtedness of any Guarantor owed to the Parent or any other
Subsidiary of the Parent (not an inactive Material Subsidiary), provided
that (i) any such Indebtedness (unless owed to 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 that any person other than the Parent or
any Subsidiary of the Parent (not an inactive Material Subsidiary) owns or
holds any such Indebtedness or any person other than the Borrower or (other
than in the case of Indebtedness owed by the Borrower) any Qualified Obligor
holds a Lien in respect of such Indebtedness, the debtor of such Indebtedness
shall be deemed to have incurred at such time Indebtedness not permitted by
this paragraph (e);


 


(f)            Indebtedness of any Subsidiary of the Parent which is not a
Guarantor owed to the Parent or any other Subsidiary of the Parent, provided
that (i) any such Indebtedness owed to any Qualified Obligor shall (except
as otherwise provided in the Intercreditor Deed) be unsubordinated and
(ii) at the first time that any person other than the Parent or any
Subsidiary thereof owns or holds any such Indebtedness or any person (other
than the Borrower or any Qualified Obligor) holds a Lien in respect of such
Indebtedness, the respective debtor shall be deemed to have incurred at such
time Indebtedness not permitted by this paragraph (f);


 


(g)           in addition to any Indebtedness permitted by paragraph (f) above,
Indebtedness of the Parent or any Wholly-Owned Subsidiary of the Parent to the
Parent or another Wholly-Owned Subsidiary of the Parent constituting the
purchase price in respect of intercompany transfers of assets made in the
ordinary course of business to the extent not constituting Indebtedness for
borrowed money;


 


(h)           Indebtedness evidenced by Other Currency/Commodities Hedging
Agreements entered into pursuant to Clause 26.5(e) (Advances, Investments and Loans);


 


(i)            Indebtedness of the Parent and its Subsidiaries under performance
bonds, documentary credit obligations to provide security for workers’
compensation claims and bank overdrafts, in each case incurred in the ordinary
course of business, provided that any obligations arising in connection
with such bank overdraft Indebtedness is extinguished within five Business
Days;


 


(j)            Indebtedness incurred by the Parent or any of its Subsidiaries
arising from agreements providing for indemnification related to sales of goods
or adjustment of purchase price or similar obligations in any case incurred in
connection with the disposition of any business, assets or Subsidiary of the
Parent;


 


(k)           accounts payable to vendors for goods and services obtained in the
normal course of business and under customary terms and conditions;


 


(l)            Indebtedness of the Borrower, and subordinated guarantees thereof by
the Parent and the Guarantors, under the Senior Subordinated Notes, the other
Senior Subordinated Note Documents, the Senior Subordinated Convertible Bonds
and the other Senior Subordinated Convertible Bond Documents in an aggregate
principal amount not to exceed $350,000,000 and €114,819,000 (as
(x) increased, as a result of the issuance of any additional Senior
Subordinated Notes to pay-in-kind any regularly accruing interest on any
outstanding Senior Subordinated Notes (or any Permitted Refinancing


 


136

















 


Indebtedness, other than the Senior
Subordinated Notes, issued to refinance same) in accordance with the terms
applicable to the Senior Subordinated Notes and (y) reduced by any
repayments of principal thereof except for any such repayments to the extent
made as a result of the issuance of refinancing Senior Subordinated Notes in
accordance with the definition of Senior Subordinated Notes contained herein);


 


(m)          Indebtedness which may be deemed to exist pursuant to one or more
Permitted Receivables Transactions;


 


(n)           obligations incurred in the ordinary course of business in respect
of bank overdrafts and with respect to cash management and operating account
arrangements, provided that such arrangements are not the functional equivalent
of extensions of Indebtedness for borrowed money;


 


(o)           additional unsecured Indebtedness of the Parent or the Borrower
consisting of (x) unsecured guarantees by the Parent or the Borrower of
obligations (which guaranteed obligations do not themselves constitute
Indebtedness) of one or more Wholly-Owned Subsidiaries of the respective
guarantor that are themselves Qualified Obligors, and (y) unsecured guarantees
by the Parent or the Borrower of leases pursuant to which one or more
Wholly-Owned Subsidiaries of the respective guarantors that are themselves
Qualified Obligors are the respective lessee;


 


(p)           unsecured Indebtedness of Subsidiaries of the Parent (which are not
Subsidiaries of the Borrower) incurred from local banks which are supported by
one or more Documentary Credit, provided that Indebtedness shall be
permitted to be incurred, and remain outstanding, pursuant to this paragraph
(p) only to the extent that the aggregate outstanding principal amount thereof
is at all times supported by a Documentary Credit issued pursuant to this
Agreement with a face amount equal to or greater than the principal amount of
the Indebtedness outstanding pursuant to this paragraph (p); and


 


(q)           Indebtedness incurred by the members of the CEAL Group for the
purposes of the day-to-day running of its business provided that:


 


(i)            no Default or Event of Default shall exist at the time of the
incurrence of each Indebtedness and immediately after giving effect thereto;


 


(ii)           the Parent and its Subsidiaries will be in compliance with Clause 24
(Financial Condition) on a Pro
Forma Basis after giving effect to each incurrence of such Indebtedness; and


 


(iii)         the ratio of consolidated total net debt to consolidated EBITDA of
the CEAL Group shall not be equal to or greater than 2.00:1.00, both before and
after the incurrence of such Indebtedness.


 


Notwithstanding anything to the contrary contained above or elsewhere in
this Agreement, (y) in no event shall the Parent or the Borrower permit any Subsidiary
of the Parent other than the Borrower or any Qualified Guarantor to incur any
Indebtedness or any other obligation having any element of recourse to any
Obligor or to any of its assets or property and (z) Affiliate Debt (excluding
only Affiliate Debt where each obligee and obligor (including any guarantors)
thereof are Subsidiaries of the Parent none of which are Obligors)


 


137

















 


shall only be permitted to be incurred and to remain outstanding if each
obligee and each obligor (including any guarantors) with respect to such
Affiliate Debt shall have become parties to the Intercreditor Deed in
accordance with the terms thereof.


 


26.5        Advances,
Investments and Loans


 


Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) to, directly or
indirectly, lend money or credit or make advances to any person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other person (all of the foregoing, “Investments”), except that the following
shall be permitted:


 


(a)           the Parent and its Subsidiaries may acquire and hold accounts
receivables arising in the ordinary course of business and owing to any of
them;


 


(b)           the Parent and its Subsidiaries may acquire and hold Cash
Equivalents, provided that at any time there are Revolving Facility
Outstandings and/or Swingline Facility Outstandings, the aggregate amount of
Cash Equivalents permitted to be held by Parent and its Subsidiaries shall not
exceed €50,000,000 (or its equivalent in other currencies) for any period of
five (5) consecutive Business Days;


 


(c)           the Parent and its Subsidiaries may make loans and advances in the
ordinary course of business to their respective employees so long as the aggregate
principal amount thereof at any time outstanding (determined without regard to
any write-downs or write-offs of such loans and advances) shall not exceed €10,000,000 (or its equivalent in other currencies);


 


(d)           the Parent and its Subsidiaries may enter into Other Interest
Hedging Agreements to the extent permitted in Clause 26.4(d) (Indebtedness);


 


(e)           the Parent and its Subsidiaries may enter into and perform their
obligations under Other Currency/Commodity Hedging Agreements entered into in
the ordinary course of business so long as any such Other Currency/Commodity
Hedging Agreement is not speculative in nature and is (i) related to income
derived from foreign sales or operations of the Parent or any Subsidiary or
otherwise related to purchases permitted hereunder from foreign suppliers, (ii)
entered into to protect the Parent and/or its Subsidiaries against fluctuations
in the prices of raw materials used in their businesses or (iii) entered into
to protect the Group’s exposure to adverse movements in foreign exchange in
relation to the Facilities and any Permitted Subordinated Indebtedness;


 


(f)            loans may be made as expressly permitted by paragraphs (e) and (f)
of Clause 26.4 (Indebtedness);


 


(g)           the Parent and its Subsidiaries may (i) sell or transfer assets to
the extent permitted by Clause 26.2 (Consolidation,
Merger, Purchase or Sale of Assets, etc.), and may acquire non-cash
consideration in respect thereof to the extent permitted by Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets,
etc.) and (ii) repurchase Equity Interests in certain of its
Subsidiaries to the extent expressly permitted pursuant to Clause 26.2(m) (Consolidation, Merger, Purchase or Sale of Assets,
etc.);


 


138

















 


(h)           the Parent may effect Permitted Acquisitions in accordance with the
requirements of Clause 26.2(p) (Consolidation,
Merger, Purchase or Sale of Assets, etc.) and an amount equal to the
cash consideration therefor may be contributed, loaned or advanced to, or
invested in, the respective person (which must be the Parent or a Wholly-Owned
Subsidiary thereof) making such Permitted Acquisition by the Parent or any of
its Wholly-Owned Subsidiaries so long as all amounts so invested are in fact
used within ten days of the respective payment to pay such consideration owing
in connection with the respective Permitted Acquisition (or if not so used, are
returned to the Parent or its respective Wholly-Owned Subsidiary at the end of
such five-day period);


 


(i)            Investments consisting of guarantees in existence on the Initial
Borrowing Date as disclosed in Clause 26.4 (Indebtedness)
or arising thereafter as a result of guarantees permitted pursuant to Clause
26.4 (Indebtedness);


 


(j)            the Parent and its Subsidiaries may, in the ordinary course of
business, acquire and own investments (including debt obligations) received in
connection with the bankruptcy or reorganisation of, or in settlement of
delinquent obligations of, their suppliers and customers;


 


(k)           in addition to Investments otherwise permitted above, the Parent and
its Subsidiaries may hold (i) their interests in their respective Subsidiaries
and (ii) Investments as are in effect on the Initial Borrowing Date which are
set out in Part VII of Schedule 10 (Existing
Investments);


 


(l)            (i) the Parent and the Qualified Obligors may make cash common
equity contributions to the capital of Wholly-Owned Subsidiaries of the Parent
which are also Qualified Obligors, provided that in the event that any
Qualified Obligor in which an investment is made pursuant to this paragraph (l)
ceases to constitute a Wholly-Owned Subsidiary of the Parent which is a
Qualified Obligor, any remaining Investment therein by the Parent or any of its
Subsidiaries will be required to be independently justified under another
clause of this Clause 26.5 and (ii) Wholly-Owned Subsidiaries may make cash
equity investments (including, for this purpose, preferred equity investments)
in Non-Guarantor Subsidiaries (A) to the extent all proceeds of such equity investment
are immediately thereafter used by such Non-Guarantor Subsidiary to repay in
cash outstanding Intercompany Loans in a like amount previously made by a
Qualified Obligor (and otherwise permitted hereunder) to such Non-Guarantor
Subsidiary and (B) so long as any Equity Interest issued as consideration for
such equity investment is promptly pledged to the Security Trustee for the
benefit of the Finance Parties to the extent required by Clause 25.7 (Additional Security and Further Assurances)  or any Security Document;


 


(m)          Non-Guarantor Subsidiaries may make cash common equity contributions
to the capital of other Non-Guarantor Subsidiaries, provided that in the
event that any Non-Guarantor Subsidiary which has received a common equity
contribution pursuant to this paragraph (m) ceases to constitute a Subsidiary
of the Parent, any remaining Investment therein by the Parent or any of its
Subsidiaries will be required to be independently justified under another
clause of this Clause 26.5; and


 


(n)           so long as no Default or Event of Default then exists or would exist
after giving effect thereto, the Parent and its Subsidiaries may make
additional Investments (which


 


139

















 


remain outstanding on any date of determination)
(i) in the event that the Consolidated Leverage Ratio is greater than
3.75:1.00, not exceeding in aggregate €15,000,000 (or its equivalent in other
currencies) and (ii) in the event the Consolidated Leverage Ratio is less than
or equal to 3.75:1.00, not exceeding in aggregate €40,000,000 (or its
equivalent in other currencies), (and will remain so after the making of each
Investment made pursuant to this proviso), it being understood and agreed that,
at any time (ii) above is not applicable, Investments made pursuant thereto
shall be permitted to remain outstanding, but shall be taken into account in
determining whether additional Investments may be made pursuant to this
paragraph (n) (without the benefits of (ii) above)).


 


26.6        Transactions
with Affiliates


 


Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) to, enter into any
transaction or series of related transactions, with any Affiliate of the Parent
or any of its Subsidiaries, other than in the ordinary course of business and
on terms and conditions substantially as favorable to the Parent or such
Subsidiary as would reasonably be obtained by the Parent or such Subsidiary at
that time in a comparable arm’s-length transaction with a person other than an
Affiliate, except that:


 


(a)           Restricted Payments may be paid to the extent provided
in Clause 26.3 (Restricted Payments);


 


(b)           loans may be made and other transactions may be
entered into between the Parent and its Subsidiaries to the extent expressly
permitted by Clauses 26.2 (Consolidation,
Merger, Purchase or Sale of Assets, etc.), 26.4 (Indebtedness) and 26.5 (Advances, Investments and Loans);


 


(c)           customary fees may be paid to directors of the Parent
and its Subsidiaries;


 


(d)           the Parent and its Subsidiaries may enter into
employment arrangements with respect to the procurement of services of their
respective officers and employees in the ordinary course of business, including
executive compensation arrangements;


 


(e)           the Transaction shall be permitted;


 


(f)            the Parent and its Subsidiaries may enter into the
transactions contemplated by the Permitted Receivables Facility Documentation;


 


(g)           the Parent and its Subsidiaries may enter into Tax
Sharing Agreements; and


 


(h)           the Parent may issue Parent Preference Shares B to the
Permitted Holder thereof in accordance with the terms of the Parent’s Articles
of Association as the terms of the Parent Preference Shares B thereunder are in
effect on the Initial Borrowing Date or as thereafter amended in a manner no
less favorable to the Lenders.


 


In addition to the applicable requirements provided above, any
transaction or series of related transactions (other than as described in
sub-paragraphs (a) through (h) above and excluding transactions between the
Parent and/or one or more Wholly-Owned Subsidiaries of the


 


140

















 


Parent) between or among the Parent and/or any of its Subsidiaries
(other than the members of the CEAL Group to which the CEAL Exception
Conditions apply), on the one hand, and any of their respective Affiliates, on
the other hand, with a value in excess of (A) €5,000,000 shall only be
permitted if a majority of the disinterested directors of the Parent approve
the transaction as meeting the standard set forth above in this Clause 26.6 and
(B) €25,000,000 shall only be permitted if the parties thereto provide a
fairness opinion from a person, and in form, scope and substance, reasonably
satisfactory to the Agent.


 


26.7        Business


 


(a)           The Obligors will not, and will not permit any of their Subsidiaries
to, engage (directly or indirectly) in any business other than the Group
Business and reasonable extensions thereof, provided that, for a period not
extending beyond the date which occurs one year after the date the respective
Permitted Acquisition is consummated, any Subsidiary of the Parent which was
acquired by the Parent or any of its Wholly-Owned Subsidiaries (other than the
Receivables Subsidiary) pursuant to a Permitted Acquisition shall be permitted
to engage in a business other than the Group Business and reasonable extensions
thereof to the extent so engaged by it immediately prior to such Permitted
Acquisition (so long as such other business was not undertaken in contemplation
of the respective Permitted Acquisition).


 


(b)           The Parent will cause each Receivables Subsidiary to comply with the
requirements of Clause 26.11 (Receivables
Subsidiary and Permitted Receivables Facility).


 


26.8        Limitation
on Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.


 


(a)           Each Obligor will not, and will not permit any of its Subsidiaries
(other than a member of the CEAL Group to which the CEAL Exception Conditions
apply) to:


 


(i)            amend or modify, or permit the amendment or modification of, any
provision of any Preferred Equity Financing Documents or, after the incurrence
or issuance thereof, any Permitted Subordinated Indebtedness or Qualified
Preferred Stock, or of any agreement (including, without limitation, any
purchase agreement, indenture, loan agreement or security agreement) relating
thereto other than any amendments or modifications to any Preferred Equity
Financing Documents, any Permitted Subordinated Indebtedness or any Qualified
Preferred Stock or of any agreement relating thereto which do not in any way
adversely affect the interests of the Lenders;


 


(ii)           after entering into any Senior Subordinated Note Document or Senior
Subordinated Convertible Bond Document, amend or modify, or permit the
amendment or modification of, any provision of such Senior Subordinated Note
Document or Senior Subordinated Convertible Bond Document (except for
immaterial modifications to the Senior Subordinated Note Documents or Senior
Subordinated Convertible Bond Documents, which could not be adverse to the
interests of the Lenders in any respect, and which do not modify the
subordination provisions applicable thereto);


 


141

















 


(iii)         after entering into any Permitted Receivables Transaction, amend or
modify, or permit the amendment or modification of, any provision of the
documentation relating thereto, except for amendments or modifications which
are not in any way adverse to the interests of the Lenders or that are
determined to be immaterial by the Agent;


 


(iv)          make (or give any notice in respect of) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of (including,
without limitation, by way of depositing with the trustee with respect thereto
or any person, money or securities before due for the purpose of paying when
due), exchange or purchase, redeem or acquire for value (whether as a result of
a change of control, the consummation of asset sales or otherwise) the Senior
Subordinated Notes and Senior Subordinated Convertible Bonds (except for
repayments to the extent resulting from the issuance of a like principal amount
of replacement Senior Subordinated Notes and Senior Subordinated Convertible
Bonds) or, after the incurrence or issuance thereof, any Permitted Subordinated
Indebtedness;


 


(v)            amend, modify or change its certificate of incorporation (including,
without limitation, by the filing or modification of any certificate of
designation) articles of association or by-laws (or analogous organisational
documents), or any agreement entered into by it, with respect to its share
capital (including any Shareholders’ Agreement), or enter into any new agreement
with respect to its share capital, other than any amendments, modifications or
changes pursuant to this sub-paragraph (v) or any such new agreements pursuant
to this sub-paragraph (v) which the Parent reasonably concludes do not in any
way adversely affect the interests of the Lenders, provided that nothing in
this sub-paragraph (v) shall prevent the Parent or any of its Subsidiaries from
amending its certificate of incorporation or by-laws to permit the Parent to
issue such share capital as is provided in Clause 26.9 (Limitation on Issuance of Share Capital)
or to permit the issuance of share capital otherwise permitted to be issued
pursuant to the terms of this Agreement; or


 


(vi)          amend or modify, or permit the amendment or modification of, the
Intercreditor Deed (except for the addition of parties thereto as contemplated
by this Agreement and the Intercreditor Deed).


 


(b)           Neither the Parent nor any of its Subsidiaries shall designate any
Indebtedness, other than the Facilities Obligations, as “Designated Senior
Debt” for purposes of the Senior Subordinated Notes, the other Senior
Subordinated Note Documents, the Senior Subordinated Convertible Bonds or the
other Senior Subordinated Convertible Bond Documents or, on and after the
execution and delivery thereof, in any agreement relating to Permitted
Subordinated Indebtedness and Permitted Refinancing Indebtedness.


 


26.9        Limitation
on Issuance of Share Capital


 


(a)           The Parent shall not issue (i) any preferred stock (other than
(x) Qualified Preferred Stock, (y) Parent Preference Shares B in
accordance with the applicable provisions set forth in the Articles of
Association of the Parent to Stichting Preferente Aandelen Buhrmann N.V. and
(z) Parent Preference Shares C issued in accordance with the


 


142

















 


requirements of the Preferred Equity
Financing Documents and the issuance of additional shares of Parent Preference
Shares C in payment of regularly accruing dividends on theretofore
outstanding shares of Parent Preference Shares C) or any options, warrants
or rights to purchase preferred stock or (ii) any redeemable (except at
the option of the Parent) ordinary share capital unless, in either case, all
terms thereof are satisfactory to the Instructing Group in their sole
discretion.


 


(b)           The Borrower will not issue, and the Parent and the Borrower shall
not permit any of their Subsidiaries (other than a member of the CEAL Group to
which the CEAL Exception Conditions apply) to issue, any share capital
(including by way of sales of treasury stock) or any options or warrants to
purchase, or securities convertible into, share capital, except (i) for
transfers and replacements of then outstanding share capital, (ii) for stock
splits, stock dividends and additional issuances which do not decrease the
direct or indirect, as the case may be, percentage ownership of the Parent in
any class of the share capital of the Borrower or such Subsidiary, (iii) in the
case of Non-U.S. Subsidiaries of the Parent, to qualify directors to the extent
required by applicable law and (iv) Subsidiaries of the Parent formed after the
Initial Borrowing Date may issue share capital to the Parent or the respective
Subsidiary of the Parent which is to own such stock.  All share capital issued in accordance with this paragraph (b)
shall, to the extent required by the Security Documents, be delivered to the
Security Trustee for pledge pursuant to the Security Documents.


 


26.10      ERISA
Compliance


 


With respect to any Plan, the Parent shall not, nor shall it permit any
of its Subsidiaries (other
than a member of the CEAL Group to which the CEAL Exception Conditions apply) or
ERISA Affiliates to:


 


(a)           engage in any “prohibited transaction” (as such term is defined in
Section 406 of ERISA or Section 4975 of the Code) for which a civil
penalty pursuant to Section 502(i) of ERISA or a tax pursuant to
Section 4975 of the Code may arise;


 


(b)           incur an “accumulated funding deficiency” (as such term is defined
in Section 302 of ERISA), whether or not waived, or permit any Unfunded
Current Liability;


 


(c)           permit the occurrence of any Termination Event;


 


(d)           except as discussed in Part V of Schedule 10 (Plans), be an “employer” (as such term is
defined in Section 3(5) of ERISA) required to contribute to any Multiemployer
Plan or a “substantial employer” (as such term is defined in
Section 4001(a)(2) of ERISA) required to contribute to any Multiemployer
Plan; or


 


(e)           permit the establishment or amendment of any plan or fail to comply
with the applicable provisions of ERISA and the Code with respect to any Plan
which could result in liability to the Parent, any Subsidiary of the Parent or
any ERISA Affiliate,


 


in each case which,
individually or in the aggregate, is reasonably likely to result in a Material
Adverse Effect.


 


143

















 


26.11      Receivables
Subsidiary and Permitted Receivables Facility


 


(a)           After the establishment thereof, each Receivables Subsidiary shall
engage in no business activities other than the purchase, acquisition, sale and
pledge of receivables (or interest therein) and related Receivables Facility
Assets pursuant to Permitted Receivables Facility and borrowings thereunder and
any business activities reasonably incidental thereto, all in accordance with
the terms of the Permitted Receivables Facility, and shall have no assets or
liabilities other than Receivables Facility Assets, cash collections therefrom,
any investments of such cash collections and other assets and liabilities
reasonably incidental to the foregoing activities.


 


(b)           The Parent and its Subsidiaries shall not cause, permit or suffer to
exist (including as a result of actions taken by the respective receivables
purchasers) any termination of a Permitted Receivables Facility on any date
prior to the Final Maturity Date relating to the B Facility, except in the
event the Permitted Receivables Facility is repaid, refinanced or otherwise
replaced in accordance with the terms hereof by a replacement Permitted
Receivables Facility.


 


26.12      Limitation
on Creation of Subsidiaries


 


(a)           Except as otherwise specifically provided in paragraph (b) below,
the Parent will not, and will not permit any of its Subsidiaries (other than a
member of the CEAL Group to which the CEAL Exception Conditions apply) to, establish,
create or acquire after the Initial Borrowing Date any Subsidiary, provided
that the Parent and its Wholly-Owned Subsidiaries shall be permitted to
establish or create Wholly-Owned Subsidiaries so long as (i) subject to Clauses
25.7 (Additional Security and Further
Assurances) and 25.8 (Stock
Pledges in Non-U.S. Subsidiaries of the Borrower Which Are Not Guarantors),
the Equity Interests of each such new Wholly-Owned Subsidiary is pledged
pursuant to, and to the extent required by, the applicable Security Documents
and, if such Equity Interests constitute certificated stock, the certificates
representing such Equity Interests, together with stock or other powers duly
executed in blank, are delivered to the Security Trustee for the benefit of the
Finance Parties and (ii) to the extent such new Wholly-Owned Subsidiary is
required, in accordance with the applicable provisions of Clause 25.7 (Additional Security and Further Assurances),
to become a Guarantor, (A) such new Wholly-Owned Subsidiary executes and
delivers an Accession Notice and, in each case unless the Agent otherwise
agrees based on advice of local counsel, the Intercreditor Deed and such other
Security Documents as would have been entered into by the respective Subsidiary
if same had been an Original Guarantor, and takes all action in connection
therewith as would otherwise have been required to be taken if such new
Wholly-Owned Subsidiary had been an Original Obligor and (B) such new
Wholly-Owned Subsidiary, to the extent requested by an Agent or the Instructing
Group, takes all other actions required pursuant to Claus 25.7 (Additional Security and Further Assurances)  (including, without limitation, to, at its
own expense, execute, acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter register, file or record in any
appropriate governmental office, any document or instrument reasonably deemed
by the Security Trustee to be necessary or desirable for the creation and
perfection of the Liens on its assets intended to be created pursuant to the
applicable Security Documents).


 


144

















 


(b)           In addition to Subsidiaries of the Parent created pursuant to
preceding clause (a), the Parent and its Subsidiaries may establish, acquire or
create, and make Investments in, Non-Wholly Owned Subsidiaries after the
Initial Borrowing Date as a result of any Permitted Acquisition (subject to the
limitations contained in the definition thereof) and Investments expressly
permitted to be made pursuant to Clause 26.5 (Advances,
Investments and Loans), provided that, and other than in
relation to a member of the CEAL Group to which the CEAL Exception Conditions
apply, (i) each such Non-Wholly Owned Subsidiary shall not have been
wholly-owned, directly or indirectly, immediately prior to the consummation of
the respective Permitted Acquisition, (ii) all Equity Interests in each such
Non-Wholly Owned Subsidiary shall be pledged by the Obligors which own same to
the extent required by the relevant Security Document and (iii) any actions
required to be taken pursuant to Clause 25.7 (Additional
Security and Further Assurances) in connection with the
establishment, acquisition or creation of, or Investments in, the respective
Subsidiaries are taken in accordance with the requirements of said Clause 25.7
(Additional Security and Further Assurances).


 


26.13      Assets and
EBITDA Attributable to Qualified Obligors


 


(a)           Each Obligor agrees that it shall not permit, for any Test Period
ended after the Initial Borrowing Date, that portion of Consolidated EBITDA for
such Test Period directly attributable to the Qualified Obligors (determined on
a Pro Forma Basis to include any Qualified Obligors which became such, or were
acquired, established or created, after the first day of the respective Test
Period) to be less than 66-2/3 per cent. of Adjusted Consolidated EBITDA for
such Test Period.  For purposes of all
determinations pursuant to the immediately preceding sentence, the Consolidated
EBITDA directly attributable to the Qualified Obligors shall be that portion of
Consolidated EBITDA directly attributable to, and generated by, the Qualified
Obligors, calculated by excluding all amounts (including without limitation all
amounts representing earnings on investments or intercompany loans made to the
persons hereinafter described, as well as any Consolidated EBITDA directly
attributable to such persons) attributable to any person which is not a
Qualified Obligor.


 


(b)           Each Obligor agrees that it shall not at any time permit that
portion of Consolidated Tangible Assets directly owned by the Qualified
Obligors (and not by their Subsidiaries or any other person who is not a
Qualified Obligor) to be less than 66-2/3 per cent. of Adjusted Consolidated
Tangible Assets at such time.


 


26.14      Accounting
Policy


 


The Parent agrees that it
will not adopt any accounting policy or change the consistency of application
of its accounting principles from GAAP (a) unless the revised policy and
practice adopted from time to time is generally accepted in The Netherlands
and/or in accordance with International Accounting Standards and (b) provided
that prior to any revised policy and practice being adopted the Parent will
notify the Agent thereof and, if required by the Agent, will either (i)
negotiate in good faith with the Agent in order that the provisions of Clause
24 (Financial Condition) may be
amended as may be necessary to grant to the Lenders protection comparable to
that granted on the Effective Date or (ii) provide either financial statements
on the same basis as before or provide financial statements containing a
statement


 


145

















 


reconciling the previous
and the then current accounting policy in order that the Agent may determine
the financial condition of the Group having regard to the terms of this
Agreement.


 


27.          ACCESSION
OF NEW GUARANTORS


 


(a)           The Parent will procure that from time to time, there is delivered
to the Agent in accordance with Clause 25.7 (Additional
Security and Further Assurances) in respect of a Subsidiary of the
Parent after the Effective Date, an Accession Notice duly executed by itself
and the relevant Subsidiary together with the documents set out in Part II of
Schedule 7 (Accession Documents), as required by Clause 25.7 (Additional Security and Further Assurances)
and such other documents (including any new Security Documents) as the Agent
may reasonably require, in relation to such Subsidiary all in form and
substance satisfactory to the Agent.


 


(b)           Upon delivery of a duly executed Accession Notice to the Agent, the
Subsidiary party to it, the other Obligors and the Finance Parties, will assume
such obligations towards one another and/or acquire such rights against each
other as they would each have assumed or acquired had such Subsidiary been an
original party to this Agreement as an Original Guarantor, and such Subsidiary
shall become a party to this Agreement as an Acceding Guarantor.


 


28.          EVENTS OF DEFAULT


 


Each of Clause 28.1 (Non-Payment)
to Clause 28.15 (Receivables Facility)
describes the circumstances which constitute an Event of Default for the
purposes of this Agreement.


 


28.1        Non-Payment


 


An Obligor fails to pay
any sum due from it under any Finance Document at the time, in the currency and
in the manner specified in this Agreement (a) in the case of any principal
amount of any Utilisation, in such time, currency and manner as so specified
and (b) in any other case, in such time, currency and manner as so specified
unless failure to pay was due solely to technical or administrative error in
the transmission of funds and the relevant sum is paid in full within 3
Business Days of the due date.


 


28.2        Covenants


 


(a)           An Obligor fails duly to perform or comply with any provision of
Clause 26 (Negative Undertakings)
(other than Clause 26.10 (ERISA Compliance));


 


(b)           The financial condition of the Group fails to comply with any
provision of Clause 24 (Financial Condition) or any other
requirement of Clause 24 (Financial Condition) is not satisfied.


 


28.3        Other
Obligations


 


An Obligor fails duly to
perform or comply with any of the obligations expressed to be assumed by it in
any of the Finance Documents (other than any of those referred to in Clauses
28.1 (Non-Payment)
and 28.2 (Covenants))
and such failure, if capable of remedy, is not so remedied within 30 Business Days after written notice
to the Parent from the Agent.


 


146

















 


28.4        Misrepresentation


 


Any representation or
statement made or deemed to have been made by an Obligor in any Finance
Document or in any notice or other document, certificate or statement delivered
by it, pursuant to it or in connection therewith is or proves to have been
incorrect or misleading in any material respect when made or deemed to have
been made.


 


28.5        Cross
Default


 


(a)           Any Primary Indebtedness of any member of the Group is not paid when
due or within any originally applicable grace period;


 


(b)           Any Primary Indebtedness of any member of the Group is declared (or
is capable of being declared) to be or otherwise becomes due and payable prior
to its specified maturity as a result of an event of default (however
described); or


 


(c)           Any commitment for any Primary Indebtedness of any member of the
Group is cancelled or suspended by a creditor of any member of the Group as a
result of an event of default (however described).


 


Provided that no Event of
Default will occur under this Clause 28.5 if the aggregate amount of Primary
Indebtedness and/or commitment for Primary Indebtedness falling within
paragraphs (a) to (c) above is less than €15,000,000 (or its equivalent in other currencies).


 


For
the purposes of this Clause 28.5 only, “Primary
Indebtedness” shall mean each of the items as set out in
paragraphs (a), (b), (c), (d), (f) and (g) of the definition of “Indebtedness”.


 


28.6        Insolvency


 


Any member of the Group
is unable to pay its debts as they fall due, ceases or suspends generally
payment of its debts or announces an intention to do so, or commences
negotiations with, or makes a proposal to do so, any one or more of its
creditors (other than any of the Finance Parties) with a view to the general
readjustment or rescheduling of its Indebtedness or makes a general assignment
for the benefit of or a composition with its creditors or a moratorium is
declared in respect of the Indebtedness of any member of the Group.


 


28.7        Winding-up


 


Any member of the Group
takes any corporate action or other steps are taken or legal proceedings are
started (other than legal proceedings of a frivolous or vexatious nature which
are being contested in good faith and are stayed or discharged within 21 days)
for its winding-up, dissolution, administration or re-organisation or for the
appointment of a liquidator, receiver, administrator, administrative receiver,
conservator, custodian, trustee or similar officer of it or of any or all of
its revenues and assets other than in connection with an amalgamation or
re-organisation on a solvent basis.


 


28.8        Execution
or Distress


 


Any execution,
expropriation, attachment, sequestration or distress is levied against, or an
encumbrancer takes possession of, the whole or any part of, the property,
undertaking or assets of any member of the Group having an aggregate value of
more than €15,000,000 (or its
equivalent in other currencies) and the same is not discharged within 60 days.


 


147

















 


28.9        Similar
Events


 


Any event occurs which,
under the laws of any jurisdiction, has a similar or analogous effect to any of
those events mentioned in Clause 28.6 (Insolvency), 28.7 (Winding-up) or
Clause 28.8 (Execution or Distress).


 


28.10      Change of
Control


 


(a)           After the Initial Borrowing Date, the Borrower ceases to be a
Wholly-Owned Subsidiary of Parent.


 


(b)           There is a Change of Control.


 


28.11      Repudiation


 


Any Obligor repudiates
any of the Finance Documents to which it is party or does or causes to be done
any act or thing evidencing an intention to repudiate any of the Finance
Documents to which it is party.


 


28.12      Illegality


 


At any time it is or
becomes unlawful for an Obligor to perform or comply with any or all of its
obligations under any of the Finance Documents to which it is party or any of
the obligations of an Obligor under any of the Finance Documents to which it is
party are not or cease to be legal, valid and binding.


 


28.13      Qualifications
of Financial Statements


 


The auditors qualify
their report on any audited consolidated financial statements of the Group in
any regard which, in the opinion of the Agent acting on the instructions of an
Instructing Group, is material in the context of the Finance Documents and the
transactions contemplated thereby.


 


28.14      Guarantee


 


The Guarantee or any
provision thereof shall cease to be in full force or effect as to the relevant
Guarantor (unless such Guarantor (other than the Parent) is no longer a
Subsidiary by virtue of a liquidation, sale, merger or consolidation permitted
by Clause 26.2 (Consolidation, Merger,
Purchase or Sale of Assets, etc.)), or any Guarantor or person
acting by or on behalf of such Guarantor shall deny or disaffirm such
Guarantor’s obligations under the Guarantee, or any Guarantor shall default in
the due performance or observance of any term, covenant or agreement on its
part to be performed or observed pursuant to the Guarantee.


 


28.15      Receivables
Facility


 


Any default resulting in
an early amortisation event or event permitting any receivables purchaser or
receivables purchasers to effect an early termination of any Permitted
Receivables Facility (or a portion thereof) shall have occurred and be
continuing (after giving effect to any legally valid written waivers of such
events adopted by the relevant receivables purchasers).


 


148

















 


28.16      Acceleration


 


Upon the occurrence of an Event of Default and while the same is
continuing at any time thereafter, the Agent may (and, if so instructed by an
Instructing Group, shall) by written notice to the Borrower:


 


(a)           declare all or any part of the Outstandings to be immediately due
and payable (whereupon the same shall become so payable together with accrued
interest thereon and any other sums then owed by any Obligor under the Finance
Documents) or declare all or any part of the Outstandings to be due and payable
on demand of the Agent; and/or


 


(b)           require the Borrower to procure that the Outstanding L/C Amount are
promptly reduced to zero and/or provide cash collateral therefore by deposit in
such interest bearing account as the Agent may specify, in an amount specified
by the Agent and in the currency of such Outstanding L/C Amount (whereupon the
Parent shall do so); and/or


 


(c)           declare that any unutilised portion of the Facilities shall be
cancelled, whereupon the same shall be cancelled and the corresponding
Commitments of each Lender shall be reduced to zero; and/or


 


(d)           exercise or direct the Security Trustee to exercise any rights and
remedies (including any right to demand cash collateral by deposit in such
interest-bearing account as the Agent may specify).


 


28.17      Repayment
on Demand


 


If, pursuant to paragraph (a) of Clause 28.16 (Acceleration), the Agent declares all or
any part of the Outstandings to be due and payable on demand of the Agent,
then, and at any time thereafter, the Agent may (and, if so instructed by an
Instructing Group, shall) by written notice to the Parent:


 


(a)           require repayment of all or the relevant part of the Advances on
such date as it may specify in such notice (whereupon the same shall become due
and payable on such date together with accrued interest thereon and any other
sums then owed by any Obligor under the Finance Documents) or withdraw its declaration
with effect from such date as it may specify in such notice; and/or


 


(b)           select as the duration of any Interest Period or Term which begins
whilst such declaration remains in effect a period of 3 months or less.


 


28.18      Sharing
Events: Special Sharing and Conversion Provisions Applicable to Revolving
Facility Lenders


 


(a)           On the date of the occurrence of a Sharing Event, automatically (and
without the taking of any action):


 


(i)            all then Revolving Facility Outstandings then maintained in, and all
Outstanding L/C Amounts owed in, one or more currencies other than euros shall
be automatically converted into Outstandings maintained in, or owing in, euros
(in an amount equal to the Euro Amount of the aggregate principal


 


149

















 


amount of the respective Outstandings on the
date such Sharing Event first occurred, which such Outstandings shall continue
to be owed by the Borrower and shall be immediately due and payable on the date
such Sharing Event has occurred); and


 


(ii)           all principal, accrued and unpaid interest and other amounts owing
with respect to such Outstandings or Documentary Credit (except in respect of
Utilisations which have not yet occurred) shall be immediately due and payable
in euros, taking the Euro Amount of such principal, accrued and unpaid interest
and other amounts.


 


The occurrence of any
conversion of Revolving Facility Advances as provided above in this Clause
28.18 shall be deemed to constitute, for purposes of Clause 33.2 (Break Costs), a prepayment of the
respective Revolving Facility Outstandings before the last day of any Term
relating thereto.


 


(b)           Upon the occurrence of a Sharing Event, automatically (and without
the taking of any action):


 


(i)            all then Swingline Facility Outstandings then maintained in one or
more currencies other than euros shall be automatically converted into
Swingline Facility Outstandings maintained in euros (in an amount equal to the
Euro Amount of the aggregate principal amount of the respective Swingline Facility
Outstandings on the date such Sharing Event first occurred, which such
Outstandings shall continue to be owed by the Borrower and shall be immediately
due and payable on the date such Sharing Event has occurred); and


 


(ii)           all accrued and unpaid interest and other amounts owing with respect
to such Outstandings shall be immediately due and payable in euros, taking the
Euro Amount of such accrued and unpaid interest and other amounts.


 


(c)           Upon the occurrence of a Sharing Event, each Revolving Facility
Lender shall (and hereby unconditionally and irrevocably agrees to) purchase
and sell (in each case in euro) undivided participating interests in the
Revolving Facility Outstandings and Outstanding L/C Amounts, in such amounts so
that each Revolving Facility Lender shall have a share of each such
Outstandings equal to its Proportion of the Revolving Facility prior to the
incurrence of such Outstandings.


 


Upon any such occurrence the Agent shall
notify each Revolving Facility Lender and shall specify the amount of euros
required from such Revolving Facility Lender in order to effect such purchases
and sales in the amounts required above (together with accrued interest with
respect to the period for the last interest payment date through the date of
the Sharing Event plus any additional amounts payable by the Borrower
pursuant to Clause 18 (Taxes) in
respect of such accrued but unpaid interest), provided that, in the
event that a Sharing Event shall have occurred, each such Revolving Facility
Lender shall be deemed to have purchased, automatically and without request,
such participating interests (and, as a result thereof, shall be entitled to
receive from, or shall owe to, the other Revolving Facility Lenders the
respective amounts owing as a result of the purchases and sales of
participations contemplated herein). 
Promptly upon receipt of such request, each Revolving Facility Lender
shall


 


150

















 


deliver to the Agent (in immediately
available funds in euros) the net amounts as specified by the Agent.  The Agent shall promptly deliver the amounts
so received to the various Lenders in such amounts as are needed to effect the
purchases and sales of participations as provided above.  Promptly following receipt thereof, each
Revolving Facility Lender which has sold participations in any of its Revolving
Facility Outstandings and Outstanding L/C Amounts (through the Agent) will
deliver to each Revolving Facility Lender (through the Agent) which has so
purchased a participating interest a participation certificate dated the date
of receipt of such funds and in such amount. 
It is understood that the amount of funds delivered by each Revolving
Facility Lender shall be calculated on a net basis, giving effect to both the
sales and purchases of participations by the various Revolving Facility Lenders
as required above.


 


(d)           Upon, and after, the occurrence of a Sharing Event:


 


(i)            no further Utilisations shall be made or occur;


 


(ii)           all amounts from time to time accruing with respect to, and all
amounts from time to time payable on account of, the Revolving Facility
Advances and Swingline Facility Outstandings (including, without limitation,
any interest and other amounts which were accrued but unpaid on the date of
such purchase) shall be payable in euros as if each such Outstandings had
originally been made in euros and shall be distributed by the relevant
Revolving Facility Lenders (or their Affiliates) to the Agent for the account
of the Revolving Facility Lenders which made available such Facilities or are
participating therein; and


 


(iii)         the Revolving Facility Commitments shall be automatically
terminated.


 


Notwithstanding anything to the contrary
contained above, the failure of any Revolving Facility Lender to purchase its
participating interest as required above in any extensions of credit upon the
occurrence of a Sharing Event shall not relieve any other Revolving Facility
Lender of its obligation hereunder to purchase its participating interests in a
timely manner, but no Revolving Facility Lender shall be responsible for the
failure of any other Revolving Facility Lender to purchase the participating
interest to be purchased by such other Revolving Facility Lender on any date.


 


(e)           If any amount required to be paid by any Revolving Facility Lender
pursuant to paragraph (c) above is not paid to the Agent on the date upon which
such Revolving Facility Lender receives notice from the Agent of the amount of
its participations required to be purchased pursuant to paragraph (c) above,
such Revolving Facility Lender shall also pay to the Agent on demand an amount
equal to the product of (i) the amount so required to be paid by such Revolving
Facility Lender for the purchase of its participations, (ii) the daily average
rate which the Agent is offering overnight deposits in euro, during the period
from and including the date of request for payment to the date on which such
payment is immediately available to the Agent and (iii) a fraction the
numerator of which is the number of days that elapsed during such period and
the denominator of which is 360.  If any
such amount required to be paid by any Revolving Facility Lender pursuant to
paragraph (c) is not in fact made available to the Agent within two Business
Days following the date upon which such Revolving


 


151

















 


Facility Lender receives notice from the
Agent as to the amount of participations required to be purchased by it, the
Agent shall be entitled to recover from such Revolving Facility Lender on
demand, such amount with interest thereon calculated from such request date at
the rate per  annum applicable to Revolving Facility
Advances.  A certificate of the Agent
submitted to any Revolving Facility Lender with respect to any amounts payable
under this Clause 28.18 shall be conclusive in the absence of manifest
error.  Amounts payable by any Revolving
Facility Lender pursuant to this Clause 28.18 shall be paid to the Agent for
the account of the relevant Revolving Facility Lenders, provided that,
if the Agent (in its sole discretion) has elected to fund on behalf of such
Revolving Facility Lender the amounts owing to such Revolving Facility Lenders,
then the amounts shall be paid to the Agent for its own account.


 


(f)            Whenever, at any time after the relevant Revolving Facility Lenders
have received from any Revolving Facility Lenders purchases of participations
pursuant to this Clause 28.18, the various Revolving Facility Lenders receive
any payment on account thereof, such Revolving Facility Lenders will distribute
to the Agent, for the account of the various Revolving Facility Lenders
participating therein, such Revolving Facility Lenders’ participating interests
in such amounts (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such participations were outstanding)
in like funds as received, provided, however, that in the event
that such payment received by any Revolving Facility Lenders is required to be
returned, the Revolving Facility Lenders who received previous distributions in
respect of their participating interests therein will return to the respective
Revolving Facility Lenders any portion thereof previously so distributed to
them in like funds as such payment is required to be returned by the respective
Revolving Facility Lenders.


 


(g)           Each Revolving Facility Lender’s obligation to purchase
participating interests pursuant to this Clause 28.18 shall be absolute and
unconditional and shall not be affected by any circumstance including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Revolving Facility Lender may have against any other Revolving
Facility Lender, the Parent, the Borrower or any other person for any reason
whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii)
any adverse change in the condition (financial or otherwise) of the Parent, the
Borrower or any other person, (iv) any breach of this Agreement by the Parent,
the Borrower or any Lender or any other person, or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


 


(h)           Notwithstanding anything to the contrary contained elsewhere in this
Agreement, upon any purchase of participations as required above, each
Revolving Facility Lender which has purchased such participations shall be
entitled to receive from the Borrower any increased costs and indemnities
(including, without limitation, pursuant to Clauses 33 (Borrower’s Indemnities), 19 (Increased Costs) and 18 (Taxes)) directly from the Borrower to the
same extent as if it were the direct Lender as opposed to a participant
therein.  The Borrower acknowledges and
agrees that, upon the occurrence of a Sharing Event and after giving effect to the
requirements of this Clause 28.18, increased taxes may be owing by it pursuant
to Clause 18 (Taxes), which taxes
shall be paid (to the extent provided in Clause 18 (Taxes)) by the Borrower, without any


 


152

















 


claim that the increased taxes are not
payable because same resulted from the participations effected as otherwise
required by this Clause 28.18.


 


29.          DEFAULT INTEREST


 


29.1        Consequences
of Non-Payment


 


If any sum due and payable by an Obligor under this Agreement is not
paid on the due date therefor in accordance with the provisions of Clause 35 (Payments)
or if any sum due and payable by an Obligor pursuant to a judgment of any court
in connection with this Agreement is not paid on the date of such judgment, the
period beginning on such due date or, as the case may be, the date of such
judgment and ending on the Business Day which the obligation of such Obligor to
pay the Unpaid Sum is discharged shall be divided into successive periods, each
of which (other than the first) shall start on the last day of the preceding
such period (which shall be a Business Day) and the duration of each of which
shall (except as otherwise provided in this Clause 29) be selected by the
Agent.


 


29.2        Default
Rate


 


During each such period relating thereto as is mentioned in Clause 29.1
(Consequences
of Non-Payment) an Unpaid Sum shall bear interest at the rate
per annum which is the sum from time to time of 2 per cent., the Applicable
Margin (provided that if any Unpaid Sum is not directly referable to a
particular Facility the Applicable Margin shall be the B Facilities Margin), the Associated Costs Rate at such time and the Relevant Interbank Rate, on
the Quotation Date therefor, provided that:


 


(a)           if, for any such period, the Relevant Interbank Rate, cannot be
determined, the rate of interest applicable to each Lender’s portion of such
Unpaid Sum shall be the rate per annum which is the sum of 2 per cent., the
Applicable Margin, and the Associated Costs Rate at such time and the rate per
annum shall be that notified to the Agent by such Lender as soon as practicable
after the beginning of such period as being that which expresses as a
percentage rate per annum the cost to such Lender of funding from whatever
sources it may select its portion of such Unpaid Sum during such period; and


 


(b)           if such Unpaid Sum is all or part of an Advance which became due and
payable on a day other than the last day of an Interest Period or Term relating
thereto, the first Interest Period applicable to it shall be of a duration
equal to the unexpired portion of that Interest Period or Term and the rate of
interest applicable thereto from time to time during such Interest Period shall
be that which exceeds by 2 per cent. the rate which would have been applicable
to it had it not so fallen due.


 


29.3        Maturity
of Default Interest


 


Any interest which shall have accrued under Clause 29.2 (Default Rate)
in respect of an Unpaid Sum shall be due and payable and shall be paid by the
Obligor owing such sum at the end of the period by reference to which it is
calculated or on such other dates as the Agent may specify by written notice to
such Obligor.


 


153

















 


29.4        Construction
of Unpaid Sum


 


Any Unpaid Sum shall (for the purposes of this Clause 29 (Default
Interest), Clause 19 (Increased Costs), Clause 33 (Borrower’s
Indemnities) and Schedule 6 (Associated Costs Rate)) be
treated as an advance and accordingly in those provisions the term “Advance”
includes any Unpaid Sum and the term “Interest Period” and “Term”, in relation
to an Unpaid Sum, includes each such period relating thereto as is mentioned in
Clause 29.1 (Consequences of Non-Payment).


 


30.          GUARANTEE
AND INDEMNITY


 


30.1        Guarantee


 


Each Guarantor irrevocably and unconditionally guarantees, jointly and
severally, to each of the Finance Parties the due and punctual payment by the
Borrower of all sums payable under each of the Finance Documents and agrees
that promptly on demand it will pay to the Agent each and every sum of money
which the Borrower is at any time liable to pay to any Finance Party under or
pursuant to any Finance Document which is due but unpaid.


 


30.2        Indemnity


 


Each Guarantor irrevocably and unconditionally agrees, jointly and
severally, as primary obligor and not only as surety, to indemnify and hold
harmless each Finance Party on demand by the Agent from and against any loss
incurred by such Finance Party as a result of any of the obligations of the
Borrower under or pursuant to any Finance Document being or becoming void, voidable, unenforceable or
ineffective as against the Borrower for any reason whatsoever (whether or not
known to that Finance Party or any other person) the amount of such loss being
the amount which the Finance Party suffering it would otherwise have been
entitled to recover from the Borrower.


 


30.3        Continuing
and Independent Obligations


 


The obligations of each Guarantor under this Agreement shall constitute
and be continuing obligations which shall not be released or discharged by any
intermediate payment or settlement of all or any of the obligations of the
Borrower under the Finance Documents, shall continue in full force and effect
until the unconditional and irrevocable payment and discharge in full of all
amounts owing by the Borrower under each of the Finance Documents and are in
addition to and independent of, and shall not prejudice or merge with, any
other security (or right of set-off) which any Finance Party may at any time
hold in respect of such obligations or any of them.


 


30.4        New
Accounts


 


If the Agent makes demand of the Guarantors or any of them pursuant to
this Clause 30:


 


(a)           the Agent may open a new account or accounts in respect of the
liabilities of the Borrower to which this guarantee relates or any of them (and
if it does not do so it shall be treated as if it had done so at the time it
made such demand); and


 


(b)           thereafter any amounts paid by the Borrower (or any other person) to
the Agent in respect of the liabilities of the Borrower under any of the
Finance Documents shall be


 


154

















 


credited (or be treated as having been
credited) to a new account and not as having been applied in or towards payment
of such liabilities or any of them.


 


30.5        Avoidance
of Payments


 


Where any release, discharge or other arrangement in respect of any
obligation of the Borrower, or any Security any Finance Party may hold
therefor, is given or made in reliance on any payment or other disposition
which is avoided or must be repaid (whether in whole or in part) in an
insolvency, liquidation or otherwise and whether or not any Finance Party has
conceded or compromised any claim that any such payment or other disposition
will or should be avoided or repaid (in whole or in part), the provisions of
this Clause 30 shall continue as if such release, discharge or other
arrangement had not been given or made.


 


30.6        Immediate
Recourse


 


None of the Finance Parties shall be obliged, before exercising or
enforcing any of the rights conferred upon them in respect of the Guarantors by
this Agreement or by Law, to seek to recover amounts due from the Borrower or
to exercise or enforce any other rights or Security any of them may have or
hold in respect of any of the obligations of the Borrower under any of the
Finance Documents.


 


30.7        Waiver of
Defences


 


Neither the obligations of the Guarantors contained in this Agreement
nor the rights, powers and remedies conferred on the Finance Parties in respect
of the Guarantors by this Agreement or by Law shall be discharged, impaired or
otherwise affected by:


 


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


 


(b)           any of the obligations of the Borrower or any other person under any
Finance Document or any security held by any Finance Party therefor being or
becoming illegal, invalid, unenforceable or ineffective in any respect;


 


(c)           any time or other indulgence being granted to or agreed (i) to or
with the Borrower or any other person in respect of its obligations or (ii) in
respect of any security granted under any Finance Documents;


 


(d)           any amendment to, or any variation, waiver or release of, any obligation
of, or any security granted by, the Borrower or any other person under any
Finance Document;


 


(e)           any total or partial failure to take, or perfect, any security
proposed to be taken in respect of the obligations of the Borrower or any other
person under the Finance Documents;


 


(f)            any total or partial failure to realise the value of, or any
release, discharge, exchange or substitution of, any security held by any
Finance Party in respect of the Borrower’s obligations under any Finance
Document; or


 


(g)           any other act, event or omission which might operate to discharge,
impair or otherwise affect any of the obligations of any of the Guarantors
under this Agreement


 


155

















 


or any of the rights, powers or remedies
conferred upon the Finance Parties or any of them by this Agreement or by Law.


 


30.8        No
Competition


 


Any rights which any Guarantor may at any time have by way of
contribution or indemnity in relation to any of the obligations of the Borrower
under any of the Finance Documents or to claim or prove as a creditor of the
Borrower or any other person or its estate in competition with the Finance
Parties or any of them, shall be exercised by such Guarantor only if and to the
extent that the Agent so requires and in such manner and upon such terms as the
Agent may specify and each Guarantor shall hold any moneys, rights or Security
held or received by it as a result of the exercise of any such rights on trust
for the Agent for application in or towards payment of any sums at any time
owed by the 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 by
it in respect of the obligations of the Borrower under any of the Finance
Documents in or towards payment of amounts owing under any of the Finance
Documents, and any such sum may, in the relevant Finance Party’s discretion, be
credited to a suspense or impersonal account and held in such account pending
the application from time to time (as the relevant Finance Party may think fit)
of such sums in or towards the discharge of such liabilities owed to it under
the Finance Documents as such Finance Party may select.


 


30.10      Limitation
of Liabilities


 


Notwithstanding that the guarantees of the Guarantors contained in this
Clause 30 are guarantees of the whole of each and every sum payable by the
Borrower under each of the Finance Documents, it is agreed and acknowledged
that the maximum amount recoverable from each Guarantor under Clauses 30.1 (Guarantee)
and 30.2 (Indemnity)
shall be limited to the extent set out in this Clause 30 or otherwise, as
agreed by the Agent and set out in an Accession Notice executed by an Acceding
Guarantor; for this purpose, any amount due to a Finance Party under a Finance
Document in a currency other than euro shall be converted into euro at the
Agent’s Spot Rate of Exchange on the date on which a demand is made pursuant to
either or both of such Clauses.


 


30.11      Matters
relating to U.S. law


 


Each U.S. Guarantor hereby confirms that the Guarantee shall not
constitute a fraudulent transfer or conveyance for purposes of the United
States Bankruptcy Code, the United States Uniform Fraudulent Conveyance Act or
any similar federal or state law.  To
effectuate the foregoing intention, each U.S. Guarantor hereby irrevocably
agrees that the obligations guaranteed by each such Guarantor shall be limited
to such amount as will, after giving effect to such maximum amount and all
other (contingent or otherwise) liabilities of such Guarantor that are relevant
under such laws, result in the obligations of such Guarantor in respect of such
maximum amount not constituting a fraudulent transfer or conveyance.


 


156

















 


30.12      Matters
relating to Dutch law


 


Each Dutch Guarantor hereby confirms that the Guarantee and any other
acts constituted by any of the Finance Documents to which it is a party will
not or is not intended to constitute unlawful financial assistance within the
meaning of Section 2.207c or 2.98c of the Dutch Civil Code which could be
invoked by such Dutch Guarantor.  Such
acts are deemed to be restricted or not entered into, as appropriate, if and to
the extent required not to cause such unlawful financial assistance and this
Agreement and the relevant Finance Documents shall be construed accordingly.


 


30.13      Matters
relating to Belgian law


 


Anything herein or in the Finance Documents to the contrary
notwithstanding, the maximum liability of the Belgian Guarantor hereunder shall
be limited to the highest of (a) the Net Assets of the Belgian Guarantor at the
date hereof, (b) the Net Assets of the Belgian Guarantor at the date of the enforcement
of such liability and (c) the total of all amounts borrowed under the Finance
Documents which have been on-lent to the Belgian Guarantor. For these purposes,
“Net Assets” shall have the meaning given to such term (“l’actif
net/netto-actief”) in Article 617 of the Belgian Company Code.


 


30.14      Matters
relating to Luxembourg law


 


Notwithstanding anything
to the contrary in the Guarantee, the payment undertaking of the Luxembourg
Guarantor shall be limited at any time to an aggregate amount not exceeding 85
per cent. of the greater of the Luxembourg Guarantor’s own funds (“capitaux
propres”) as mentioned in its then most recently approved financial statements,
or as mentioned in its last filed financial statements.


 


30.15      Matters
relating to Australian law


 


Notwithstanding anything
to the contrary contained elsewhere in this Agreement (including without
limitation in this Clause 30) or any Finance Document, it is acknowledged and
agreed that, in the case of the pledge of Equity Interests in CEAL only, the
aggregate amount secured by said Equity Interests is, until such time as
otherwise required by the immediately succeeding sentence, limited to
€10,000,000.  The purpose of this
provision is to ensure that the Finance Parties remain fully secured after the
date of the pledge of Equity Interests. 
Notwithstanding anything to the contrary in this Clause 30.15, if at any
time, or from time to time, the Instructing Group specify, by written notice to
the Parent, Buhrmann International B.V. and the Security Trustee, that the
amount secured by the Equity Interests in CEAL be increased to a specified
amount, such increase shall automatically occur in accordance with the share
mortgage of CEAL between Buhrmann International BV and the Security Trustee.  In connection with any notice given in
accordance with the immediately preceding sentence, the Lenders hereby agree
that they shall not specify that the amount secured by the Equity Interests in
CEAL be increased above an amount which is equal to 120 per cent. of the reasonable
estimate (by the Instructing Group) of the maximum fair market value of Equity
Interest so pledged, in each case as reasonably determined by the Instructing
Group; provided that the Parent and its Subsidiaries shall be bound by any
determination of such maximum fair market value by the Instructing Group and
shall have no rights against any Finance Party whatsoever for any error by the
Instructing Group in arriving at such amount. 
In connection with such increase, the Parent shall, and shall cause its
respective Subsidiaries to, execute and deliver such modifications or
supplements to the Security Documents as may be requested by


 


157

















 


the Security Trustee to
evidence the increase of the amount so secured and shall pay all stamp tax (and
any other amounts) owing in connection with the increase in the amount
secured.  All actions required in
accordance with this Clause 30.15 shall be taken within 20 days after the
Parent’s receipt of any such specification. 
It is understood that all stamp tax and other charges, expenses or
duties payable in connection with any of the actions taken as described above
shall be for the joint and several account of the Obligors.  If for any reason the Parent does not cause
the actions required to be taken as described above to be taken in accordance
with any request from the Instructing Group, the Instructing Group (or the
Security Trustee at their direction) may (but shall not be required to) take
any such actions (and pay any stamp duties, taxes or charges owing in
connection therewith) and shall be entitled to immediate reimbursement from the
Obligors for any such amounts expended by them.


 


31.          AGENT
AND OBLIGORS’ AGENT


 


31.1        Appointment
of the Agent


 


Each of the other Finance Parties appoints the Agent to act as its agent
under and in connection with the Finance Documents and authorises the Agent to
exercise the rights, powers, authorities and discretions specifically delegated
to it under or in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions.


 


31.2        Duties of
the Agent


 


(a)           The Agent shall promptly inform each Lender of the contents of any
notice or document received by it in its capacity as Agent from any of the
Obligors under this Agreement.


 


(b)           The Agent shall promptly notify the Lenders of the occurrence of any
Event of Default or any default by an Obligor in the due performance of or
compliance with its obligations under any Finance Document upon becoming aware
of the same.


 


(c)           If so instructed by an Instructing Group, the Agent shall refrain
from exercising any power or discretion vested in it as agent under any Finance
Document.


 


(d)           The duties of the Agent under the Finance Documents are, save to the
extent otherwise expressly provided, solely mechanical and administrative in
nature.


 


31.3        Role of
the Arrangers


 


Except as specifically provided in the Finance Documents, the Arrangers
shall have no obligations of any kind to any other party under or in connection
with any Finance Document.


 


31.4        No
Fiduciary Duties


 


(a)           Nothing in the Finance Documents constitutes the Agent or any of the
Arrangers as a trustee or fiduciary of any other person.


 


(b)           Neither the Agent nor any of the Arrangers shall be bound to account
to any Lender for any sum or the profit element of any sum received by it for
its own account.


 


158

















 


31.5        Business
with the Group


 


The Agent and the Arrangers may accept deposits from, lend money to and
generally engage in any kind of banking or other business with any member of
the Group.


 


31.6        Discretion
of the Agent


 


(a)           The Agent may rely on:


 


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


 


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


 


(b)           The Agent may assume, unless it has received notice to the contrary
in its capacity as agent for the Lenders, that:


 


(i)            no Default has occurred;


 


(ii)           any right, power, authority or discretion vested in this Agreement
upon any party, the Lenders or an Instructing Group has not been exercised; and


 


(iii)         any notice or request made by the Parent is made on behalf of and
with the consent and knowledge of all the Obligors.


 


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


 


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


 


(e)           The Agent may execute on behalf of any L/C Bank any Documentary
Credit issued under this Agreement.


 


31.7        Instructing
Group’s Instructions


 


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


 


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


 


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


 


159

















 


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


 


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


 


31.8        No
Responsibility


 


The Agent and the Arrangers are not:


 


(a)           responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by any Finance Party or an
Obligor or any other person in or in connection with any Finance Document,
including the Information Memorandum and the Agreed Business Plan; or


 


(b)           responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection
with any Finance Document.


 


31.9        Exclusion
of Liability


 


(a)           Without limiting paragraph (b) of this Clause, the Agent will not be
liable for any action taken by it under or in connection with any Finance
Document, unless directly caused by its gross negligence or wilful misconduct.


 


(b)           Each of the Lenders agrees that it will not take any proceedings, or
assert or seek to assert any claim, against any officer, employee or agent of
the Agent in respect of any claim it might have against the Agent or in respect
of any act or omission of any kind by that officer, employee or agent in
relation to any Finance Document and agrees that any officer, employee or agent
of the Agent may enforce this provision.


 


(c)           The Agent will not be liable for any delay (or any related
consequences) in crediting an account with an amount required under the Finance
Documents to be paid by it if it has taken all necessary steps as soon as
reasonably practicable to comply with the regulations or operating procedures
of any recognised clearing or settlement system used by it for that purpose.


 


31.10      Lender’s
Indemnity


 


Each Lender shall (in its relevant Proportion (as determined at all
times for these purposes in accordance with paragraph (c) of the definition of
“Proportion”), indemnify the Agent from time to time on demand by the Agent
against any cost, loss or liability incurred by the Agent (otherwise than by
reason of its gross negligence or wilful misconduct) in acting as Agent under
the Finance Documents (unless it has been reimbursed therefor by an Obligor
pursuant to the terms of the Finance Documents).


 


31.11      Resignation


 


(a)           The Agent may resign and appoint one of its Affiliates acting
through an office in the United Kingdom as successor Agent by giving notice to
the Lenders and the Parent.


 


160

















 


(b)           Alternatively the Agent may resign without having designated a
successor as agent under paragraph (a) above (and shall do so if so required by
an Instructing Group) by giving notice to the Lenders and the Parent, in which
case an Instructing Group (after consultation with the Parent) may appoint a
successor Agent.


 


(c)           If an Instructing Group has not appointed a successor Agent in
accordance with paragraph (b) above within 30 days after notice of resignation
was given, the Agent (after consultation with the Parent) may appoint a
successor Agent (acting through an office in the United Kingdom).


 


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


 


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


 


(f)            Upon the appointment of a successor, the retiring Agent shall be
discharged from any further obligation in respect of the Finance Documents but
shall remain entitled to the benefit of this Clause 31.  The Agent’s successor and each of the other
parties to this Agreement shall have the same rights and obligations amongst
themselves as they would have had if such successor Agent had been an original
party as Agent.


 


31.12      Confidentiality


 


(a)           The Agent (in acting as agent for the Finance Parties) shall be
regarded as acting through its respective agency division which in each case
shall be treated as a separate entity from any other of its divisions or
departments.


 


(b)           If information is received by another division or department of the
Agent, it may be treated as confidential to that division or department and the
Agent shall not be deemed to have notice of it.


 


(c)           Notwithstanding any other provision of any Finance Document to the
contrary, the Finance Parties are not obliged to disclose to any other person
(i) any confidential information or (ii) any other information if the
disclosure would, or might in its reasonable opinion, constitute a breach of
any Law.


 


31.13      Facility
Office


 


The Agent may treat each Lender as a Lender, entitled to payments under
this Agreement and acting through its Facility Office unless it has received
not less than 5 Business Days’ prior notice from that Lender to the contrary in
accordance with the terms of this Agreement.


 


31.14      Lenders’
Associated Costs Details


 


Each Lender shall supply the Agent with any information required by the
Agent in order to calculate the Associated Costs Rate in accordance with
Schedule 6 (Associated Costs Rate).


 


161

















 


31.15      Credit
Appraisal by the Lenders


 


Without affecting the responsibility of any Obligor for information
supplied by it or on its behalf in connection with any Finance Document, each
Lender confirms to the Agent and the Arrangers that it has been, and will
continue to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance
Document including but not limited to:


 


(a)           the financial condition, status and nature of each member of the
Group;


 


(b)           the legality, validity, effectiveness, adequacy or enforceability of
any Finance Document and any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any
Finance Document;


 


(c)           whether that Lender has recourse, and the nature and extent of that
recourse, against any party or any of its respective assets under or in
connection with any Finance Document, the transactions contemplated by the
Finance Documents or any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with any Finance
Document; and


 


(d)           the adequacy, accuracy and/or completeness of the Information
Memorandum and the Agreed Business Plan and any other information provided by
the Agent, the Arrangers or by any other person under or in connection with any
Finance Document, the transactions contemplated by the Finance Documents or any
other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document.


 


31.16      Deduction
from Amounts Payable by the Agent


 


If any party owes an amount to the Agent under any Finance Document the
Agent may, after giving notice to that party, deduct an amount not exceeding
that amount from any payment to that party which the Agent would otherwise be
obliged to make under the Finance Documents and apply the amount deducted in or
towards satisfaction of the amount owed. 
For the purposes of the Finance Documents that party shall be regarded
as having received such payment without any such deduction.


 


31.17      Obligors’
Agent


 


(a)           Each Obligor (other than the Parent) irrevocably authorises the
Parent to act on its behalf as its agent in relation to the Finance Documents
and irrevocably authorises:


 


(i)            the Parent on its behalf to supply all information concerning
itself, its financial condition and otherwise to the relevant persons
contemplated under this Agreement and to give all notices and instructions to
execute on its behalf any Finance Document and to enter into any agreement in
connection with the Finance Documents notwithstanding that the same may affect
such Obligor, without further reference to or the consent of such Obligor; and


 


(ii)           each Finance Party to give any notice, demand or other communication
to be given to or served on such Obligor pursuant to the Finance Documents to
the Parent on its behalf,


 


162

















 


and in each such case such Obligor will be bound thereby as though such
Obligor itself had supplied such information, given such notice and
instructions, executed such Finance Document and agreement or received any such
notice, demand or other communication.


 


(b)           Every act, omission, agreement, undertaking, settlement, waiver,
notice or other communication given or made by the Obligors’ Agent under any
Finance Document, or in connection with this Agreement (whether or not known to
any other Obligor and whether occurring before or after such Obligor became an
Obligor under this Agreement), shall be binding for all purposes on all other
Obligors as if the other Obligors had expressly made, given or concurred with
the same.  In the event of any conflict
between any notices or other communications of the Obligors’ Agent and any
other Obligor, those of the Obligors’ Agent shall prevail.


 


31.18      Co-operation
with the Agent


 


Each Lender and each Obligor will co-operate with the Agent to complete
any legal requirements imposed on the Agent in connection with the performance
of its duties under this Agreement and shall supply any information requested
by the Agent in connection with the proper performance of those duties.


 


32.          SECURITY TRUSTEE


 


32.1        Declaration
of Trust


 


To the extent the Security Trustee does not hold the Trust Property on
trust pursuant to the terms of the Security Documents, and subject to the
provisions of Clause 32.6 (Non-Trust
Jurisdictions), the Security Trustee hereby declares itself trustee
of the Trust Property for the purpose of securing the Secured Obligations on
the terms and conditions set out in this Agreement.


 


32.2        Rights,
Duties, Powers, Discretions and Remuneration of the Security Trustee


 


(a)           The Security Trustee shall have such rights, powers, authorities and
discretions as are conferred on it by this Agreement (including those set out
in Part I of Schedule 5 (Supplementary Security Trustee Provisions)
to this Agreement) and the Security Documents together with such rights, powers
and discretions as are reasonably incidental thereto.


 


(b)           (i)            The Security Trustee may,
in its absolute discretion refrain from taking any (or any further) action or
exercising any right, power, authority or discretion under or in respect of
this Agreement or any Security Document until it has received instructions from
the Agent as to whether (and/or the way in which) such action, right, power,
authority or discretion is to be taken or exercised.


 


(ii)           The
Security Trustee shall act in accordance with any instructions from the Agent
in respect of this Agreement or any of the Security Documents provided that it
has been indemnified and/or provided with security to its satisfaction against
all actions, proceedings, claims and demands to which it may render itself
liable and all costs, charges, damages, expenses and liabilities which it may
incur by so doing.


 


163

















 


(c)           The Security Trustee shall be entitled to such remuneration as it
may from time to time agree with the Parent and have approved by the
Agent.  The Security Trustee shall not
by virtue of receiving any such remuneration or other payment be deprived of
any rights, powers, privileges or immunities which a gratuitous trustee would
have had in relation to this Agreement or any of the Security Documents.


 


32.3        Indemnity
to Security Trustee


 


Each Finance Party hereby severally agrees to indemnify the Security
Trustee on demand against any action, charge, claim, cost, damage, demand,
expense (including legal fees), liability, loss or proceeding which may be
brought, made or preferred against or suffered, sustained or incurred by the
Security Trustee in complying with any instructions from the Finance Parties or
otherwise sustained or incurred by the Security Trustee in connection with this
Agreement or any Finance Document or its rights, powers, authorities,
discretions, duties, obligations and responsibilities under any such document
except to the extent that the liability or loss arises directly from the
Security Trustee’s gross negligence, breach of a Finance Document or wilful
misconduct.


 


32.4        Appointment
and Retirement of the Security Trustee


 


The appointment and retirement of the Security Trustee shall be governed
by the provisions set out in Part II of Schedule 5 (Appointment and Retirement of Security
Trustee).


 


32.5        Release
of Guarantees


 


The Security Trustee shall and is hereby authorised by each of the
Finance Parties (and to the extent it may have any interest therein, every
other party hereto) to execute on behalf of itself and each Finance Party and
other party hereto where relevant, without the need for any further referral
to, or authority from, any Finance Party or other person, all necessary
releases of any guarantees or security given by any Obligor under any Finance
Document in relation to the disposal of any asset which is permitted under or
consented to in accordance with the relevant Finance Documents, including
without limitation any release of any guarantee or security given under any
Finance Document or any other document referred to therein where all the shares
in the capital of the party giving such guarantee or security are so disposed
of in accordance with the terms of and without any breach of the Finance
Documents.


 


32.6        Non-Trust
Jurisdictions


 


It is hereby agreed that, in relation to any jurisdiction the courts of
which would not recognise or give effect to the trusts expressed to be created
by this Agreement, the relationship of the Finance Parties to the Security
Trustee shall be construed as one of principal and agent but, to the extent
permissible under the Laws of such jurisdiction, all the other provisions of
this Agreement shall have full force and effect between the parties hereto.


 


32.7        Parallel
Debt


 


(a)           Each Obligor (in this Clause, each a “Security
Party” and together the “Security Parties”)
agrees, as primary obligor and not as a surety, that promptly on demand of the
Security Trustee it will pay to the Security Trustee any Secured Obligation
which is due and unpaid from time to time in accordance with the Finance
Documents (the “Parallel Debt”) provided that:


 


164

















 


(i)            any payment by a Security Party to the Security Trustee pursuant to
this Clause 32.7 shall satisfy pro tanto
the amounts due and payable to the Finance Parties;


 


(ii)           any payment by a Security Party to the Finance Parties shall satisfy
pro tanto the amounts due and
payable to the Security Trustee pursuant to this Clause 32.7; and


 


(iii)         any payment by a Security Party to the Security Trustee or the
Finance Parties, as the case may be, shall satisfy such Obligor’s obligation
under this Clause 32.7 unless such payment is subsequently avoided or reduced
by virtue of any bankruptcy, insolvency, liquidation or similar laws.


 


(b)           Each Security Party, the Security Trustee and each Finance Party
acknowledges that the Parallel Debt is enforceable by the Security Trustee on
its own behalf.  For the avoidance of
doubt, each of the parties hereto agree that this Clause 32.7 shall continue to
apply notwithstanding there has been a change in the Security Trustee in
accordance with Schedule 5 (Security
Trustee Provisions).


 


(c)           Neither the obligations of the Security Parties contained in this
Agreement nor the rights, powers and remedies conferred on the Security Trustee
and/or the Finance Parties in respect of the Security Parties by this Agreement
or by Law shall be discharged, impaired or otherwise affected by:


 


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


 


(ii)           any of the obligations of any Security Party or any other person
under any of the Finance Documents or any security held by the Security Trustee
and/or any Finance Party therefor being or becoming illegal, invalid,
unenforceable or ineffective in any respect;


 


(iii)         any time or other indulgence being granted to or agreed (i) to or
with any Security Party or any other person in respect of its obligations or
(ii) in respect of any security granted under any of the Finance Documents;


 


(iv)          any amendment to, or any variation, waiver or release of, any
obligation of, or any security granted by, any Security Party or any other
person under any of the Finance Documents;


 


(v)            any total or partial failure to take, or perfect, any security
proposed to be taken in respect of the obligations of any Security Party or any
other person under any of the Finance Documents;


 


(vi)          any total or partial failure to realise the value of, or any
release, discharge, exchange or substitution of, any security held by the
Security Trustee and/or any Finance Party in respect of any Security Party’s
obligations under any of the Finance Documents; or


 


(vii)         any other act, event or omission which might operate to discharge,
impair or otherwise affect any of the obligations of any of the Security
Parties under this


 


165

















 


Agreement or any of the rights, powers or
remedies conferred upon the Security Trustee and/or any Finance Party or any of
them by this Agreement, any of the Finance Documents or by Law.


 


(d)           For the avoidance of doubt, the Parallel Debt of each Security Party
shall be deemed to constitute a single obligation of such Security Party.


 


33.          BORROWER’S
INDEMNITIES


 


33.1        General
Indemnities


 


The Borrower undertakes to indemnify:


 


(a)           each of the Finance Parties against any cost, claim, loss, expense
(including legal fees) or liability, which any of them may sustain or incur as
a consequence of the occurrence of any Default; and


 


(b)           each Lender against any loss it may suffer or incur as a result of
(i) its funding or making arrangements to fund its portion of an Advance or
(ii) its issuing or making arrangements to issue a Documentary Credit, in each
case requested by the Borrower under this Agreement but not made by reason of
the operation of any one or more of the provisions of this Agreement (save as a
result of its own gross negligence, breach of a Finance Document or wilful
default).


 


33.2        Break
Costs


 


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


 


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


 


34.          CURRENCY OF
ACCOUNT


 


34.1        Currency


 


Euro is the currency of account and payment for each and every sum at
any time due from any Obligor under this Agreement provided that:


 


(a)           each repayment of any Outstandings or Unpaid Sum (or part of it)
shall be made in the currency in which those Outstandings or Unpaid Sum are
denominated on their due date;


 


(b)           interest shall be payable in the currency in which the sum in
respect of which such interest is payable was denominated when that interest
accrued;


 


(c)           each payment in respect of costs and expenses shall be made in the
currency in which the same were incurred; and


 


166

















 


(d)           each payment pursuant to Clause 18.2 (Tax Indemnity) or Clause
19.1 (Increased
Costs) shall be made in the currency specified by the Finance Party
claiming under it.


 


34.2        Currency
Indemnity


 


If any sum due from an Obligor under this Agreement or any order or
judgment given or made in relation to this Agreement has to be converted from
the currency (the “first currency”)
in which the same is payable under this Agreement or under such order or
judgment into another currency (the “second
currency”) for the purpose of (a) making or filing a claim or
proof against such Obligor, (b) obtaining an order or judgment in any
court or other tribunal or (c) enforcing any order or judgment given or
made in relation to this Agreement, the Parent shall indemnify and hold
harmless each of the persons to whom such sum is due from and against any loss
suffered or incurred as a result of any discrepancy between (x) the rate
of exchange used for such purpose to convert the sum in question from the first
currency into the second currency and (y) the rate or rates of exchange at
which such person may in the ordinary course of business purchase the first
currency with the second currency upon receipt of a sum paid to it in satisfaction,
in whole or in part, of any such order, judgment, claim or proof.


 


35.          PAYMENTS


 


35.1        Payment
to the Agent


 


On each date on which this Agreement requires an amount to be paid by an
Obligor or any of the Lenders under this Agreement, such Obligor or, as the
case may be, such Lender shall make the same available to the Agent by payment
in same day funds (or such other funds as may for the time being be customary
for the settlement of transactions in the relevant currency) to such account or
bank as the Agent may have specified for this purpose and any such payment
which is made for the account of another person shall be made in time to enable
the Agent to make available such person’s portion of it to such other person in
accordance with Clause 35.2 (Same Day Funds).


 


35.2        Same Day
Funds


 


Save as otherwise provided in this Agreement, each payment received by
the Agent for the account of another person shall be made available by the
Agent to such other person (in the case of a Lender, for the account of its
Facility Office) for value the same day by transfer to such account of such
person with such bank in a Participating Member State or London (or for
payments in Optional Currencies, in the applicable financial centre) as such
person shall have previously notified to the Agent for this purpose.


 


35.3        Clear
Payments


 


Any payment required to be made by an Obligor under this Agreement shall
be calculated without reference to any set-off or counterclaim and shall be
made free and clear of, and without any deduction for or on account of, any
set-off or counterclaim.


 


35.4        Partial
Payments


 


If the Agent receives a payment that is insufficient to discharge all
the amounts then due and payable by an Obligor under the Finance Documents, the
Agent shall, unless otherwise


 


167

















 


instructed by an Instructing Group, apply that payment towards the
obligations of that Obligor under the Finance Documents in the following order:


 


(a)           first, in payment in or towards payment pro rata of any unpaid fees,
costs and expenses incurred by the Agent and the L/C Bank under the Finance
Documents;


 


(b)           secondly, in or towards payment pro rata of any accrued interest or
commission due but unpaid under any Finance Document;


 


(c)           thirdly, in or towards payment pro rata of any principal due but unpaid
under any Finance Document; and


 


(d)           fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Finance Documents,


 


and such application shall override any appropriation made by an
Obligor.


 


35.5        Indemnity


 


Where a sum is to be paid under this Agreement to the Agent for the
account of another person, the Agent shall not be obliged to make the same
available to that other person (or to enter into or perform any exchange
contract in connection therewith) until it has been able to establish to its
satisfaction that it has actually received such sum, but if it does so and it
proves to be the case that it had not actually received such sum, then the
person to whom such sum (or the proceeds of such exchange contract) was (or
were) so made available shall on request refund the same to the Agent together
with an amount sufficient to indemnify and hold harmless the Agent from and
against any cost or loss it may have suffered or incurred by reason of its
having paid out such sum (or the proceeds of such exchange contract) prior to
its having received such sum.


 


36.          SET-OFF


 


36.1        Right to
Set-off


 


Each of the Obligors authorises each Lender to apply any credit balance
to which such Obligor is entitled on any account of such Obligor with that
Lender in satisfaction of any sum due and payable from such Obligor to such
Lender under this Agreement but unpaid; for this purpose, each Lender is
authorised to purchase with the moneys standing to the credit of any such
account such other currencies as may be necessary to effect such application,
provided that any Finance Party may not apply any sums owed by such Finance
Party to an Obligor in connection with any supply of graphical systems, office
products or services directly relating to either of them to such Finance Party
towards satisfaction of any debt owed by such Obligor to that Finance Party or
any other Finance Party under the Finance Documents.  Each Finance Party and each Obligor undertakes not to enter into
any arrangements between each other in contravention of this Clause 36.1.


 


36.2        No
Obligation


 


No Lender shall be obliged to exercise any right given to it by Clause
36.1 (Right
to Set-Off).


 


168

















 


37.          SHARING
AMONG THE FINANCE PARTIES


 


37.1        Payments
to Finance Parties


 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor
other than in accordance with Clause 35 (Payments) and applies that amount to a payment
due under the Finance Documents then:


 


(a)           the Recovering Finance Party shall, within 3 Business Days, notify
details of the receipt or recovery to the Agent;


 


(b)           the Agent shall determine whether the receipt or recovery is in
excess of the amount the Recovering Finance Party would have been paid had the
receipt or recovery been received or made by the Agent and distributed in
accordance with Clause 35.4 (Partial Payments), without taking account
of any tax which would be imposed on the Agent in relation to the receipt,
recovery or distribution; and


 


(c)           the Recovering Finance Party shall, within 3 Business Days of demand
by the Agent, pay to the Agent an amount (the “Sharing
Payment”) equal to such receipt or recovery less
any amount which the Agent determines may be retained by the Recovering Finance
Party as its share of any payment to be made, in accordance with Clause 35.4 (Partial
Payments).


 


37.2        Redistribution
of Payments


 


The Agent shall treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 35.4 (Partial Payments).


 


37.3        Recovering
Finance Party’s Rights


 


(a)           On a distribution by the Agent under Clause 37.2 (Redistribution
of Payments), the Recovering Finance Party will be subrogated to the
rights of the Finance Parties which have shared in the redistribution.


 


(b)           If and to the extent that the Recovering Finance Party is not able
to rely on its rights under paragraph (a) above, the relevant Obligor shall be
liable to the Recovering Finance Party for a debt equal to the Sharing Payment
which is immediately due and payable.


 


37.4        Reversal
of Redistribution


 


If any part of the Sharing Payment received or recovered by a Recovering
Finance Party becomes repayable and is repaid by that Recovering Finance Party,
then:


 


(a)           each Finance Party which has received a share of the relevant
Sharing Payment pursuant to Clause 37.2 (Redistribution of Payments)  shall,
upon the request of the Agent, pay to the Agent for account of that Recovering
Finance Party an amount equal to its share of the Sharing Payment (together
with an amount as is necessary to reimburse that Recovering Finance Party for
its share of any interest on the Sharing Payment which that Recovering Finance
Party is required to pay); and


 


169

















 


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


 


37.5        Exceptions


 


(a)           This Clause 37 shall not apply to the extent that the Recovering
Finance Party would not, after making any payment pursuant to this Clause, have
a valid and enforceable claim against the relevant Obligor.


 


(b)           A Recovering Finance Party is not obliged to share with any other
Finance Party under any amount which the Recovering Finance Party has received
or recovered as a result of taking legal or arbitration proceedings, if:


 


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


 


(ii)           such other Finance Party had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably practicable
having received notice of it or did not take separate legal or arbitration
proceedings.


 


38.          CALCULATIONS
AND ACCOUNTS


 


38.1        Day Count
Convention


 


Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 365 days (in the case of amounts
denominated in sterling) or 360 days (in the case of amounts denominated in
other Optional Currencies or euro) (as appropriate or, in any case where market
practice differs, in accordance with market practice) and the actual number of
days elapsed.


 


38.2        Reductions


 


Any repayment of any Advance denominated in an Optional Currency shall
reduce the amount of such Advance by the amount of such Optional Currency
repaid and shall reduce the Euro Amount of such Advance proportionately.


 


38.3        Reference
Banks


 


Save as otherwise provided in this Agreement, on any occasion a
Reference Bank or Lender fails to supply the Agent with an interest rate
quotation required of it under the foregoing provisions of this Agreement, the
rate for which such quotation was required shall be determined from those
quotations which are supplied to the Agent.


 


38.4        Maintain
Accounts


 


Each Lender shall maintain in accordance with its usual practice
accounts evidencing the amounts from time to time lent by and owing to it under
this Agreement.


 


170

















 


38.5        Control
Accounts


 


The Agent shall maintain on its books a control account or accounts in
which shall be recorded:


 


(a)           the amount and the Euro Amount of any Advance or Unpaid Sum and the
face amount and the Euro Amount of any Documentary Credit, and each Lender’s
share in it;


 


(b)           the amount of all principal, interest and other sums due or to
become due from each of the Obligors to any of the Lenders under the Finance
Documents and each Lender’s share in it; and


 


(c)           the amount of any sum received or recovered by the Agent under this
Agreement and each Lender’s share in it.


 


38.6        Prima
Facie Evidence


 


In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to
Clause 38.4 (Maintain Accounts) and Clause 38.5 (Control
Accounts) shall be prima  facie evidence of the existence and
amounts of the specified obligations of the Obligors.


 


38.7        Certificate
of Finance Party


 


A certificate of a Finance Party as to the amount for the time being
required to indemnify it against any Tax Liability pursuant to Clause 18.2 (Tax Indemnity) or any Increased Cost
pursuant to Clause 19.1 (Increased Costs) shall be, save for
manifest error, final and conclusive evidence of the existence and amounts of
the specified obligations of the Parent.


 


38.8        Certificate
of the Agent


 


A certificate of the Agent as to the amount at any time due from the
Borrower under this Agreement (or the amount which, but for any of the
obligations of the Borrower under this Agreement being or becoming void,
unenforceable or ineffective, at any time, would have been due from the
Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence
for the purposes of Clause 30 (Guarantee and Indemnity).


 


38.9        Certificate
of L/C Bank


 


A certificate of an L/C Bank as to the amount paid out or at any time
due in respect of a Documentary Credit shall, absent manifest error, be prima facie
evidence of the payment of such amounts or (as the case may be) of the amounts
outstanding in any legal action or proceedings arising in connection therewith.


 


38.10      Calculations
in accordance with Dutch GAAP


 


All calculations pursuant to Clause 24 (Financial
Condition) and Clause 26.13 (Assets
and EBITDA Attributable to Qualified Obligors) as well as all
calculations of Excess Cash Flow and the Consolidated Leverage Ratio
(including, without limitation, for purposes of determining the Applicable
Margin) and all other financial terms as same may be used in determining
compliance with Clause 24 (Financial
Condition) and Clause 26.13 (Assets
and


 


171

















 


EBITDA Attributable to Qualified Obligors) and
calculations of Applicable Margin and Excess Cash Flow, shall be made in
accordance with Dutch GAAP, it being understood that, consistent therewith, all
amounts used in making such calculations shall be determined in euros, converting
all amounts in other currencies into euros in a manner consistent with Dutch
GAAP, except that, for the purposes of calculating the numerator only of the
Consolidated Leverage Ratio (including, without limitation, for purposes of
determining the Applicable Margin), any amounts expressed in currencies other
than euros shall be converted into euros (as shown on Reuters ECB page 37 or,
if same does not provide such exchange rates, on such other basis as may be
satisfactory to the Agent) for the exchange of such currency into euros for the
period of 30 consecutive days ended one Business Day prior to the respective
determination of the Consolidated Leverage Ratio.


 


39.          ASSIGNMENTS
AND TRANSFERS


 


39.1        Successors
and Assignees


 


This Agreement shall be binding upon and enure to the benefit of each
party to this Agreement and its or any subsequent successors, permitted
assignees and Transferees.


 


39.2        Assignment
or Transfers by Obligors


 


None of the rights, benefits and obligations of an Obligor under this Agreement
shall be capable of being assigned or transferred and each Obligor undertakes
not to seek to assign or transfer any of its rights, benefits and obligations
under this Agreement without the consent of all the Lenders.


 


39.3        Assignments
or Transfers by Lenders


 


Any Lender may, at any time, assign all or any of its rights and
benefits under the Finance Documents in accordance with Clause 39.4 (Assignments)
or transfer all or any of its rights, benefits and obligations under the
Finance Documents in accordance with Clause 39.5 (Transfer Certificate)
without the consent of any other party provided that notwithstanding any other
provision of this Agreement:


 


(a)           (x) all or a
portion of its Commitments (and related outstanding Facilities Obligations
hereunder) and/or its Term Facility Outstandings may be transferred to (i) its
parent company and/or any affiliate of such Lender or another Lender which is
at least 50 per cent. owned by such Lender or its parent company, (ii) one or
more Lenders or (iii) in the case of any Lender that is a fund that invests in
bank loans, any other fund that invests in bank loans and is managed or advised
by the same investment advisor of such Lender or by an Affiliate of such
investment advisor or (y) all, or if less than all, a portion equal to at least
€1,000,000 in the aggregate for the assigning or transferring Lender(s), of
such Commitments (and related outstanding Obligations hereunder) and/or its
Term Facility Outstandings hereunder to one or more Eligible Institutions (treating
any fund that invests in bank loans and any other fund that invests in bank
loans and is managed or advised by the same investment advisor of such fund or
by an Affiliate of such investment advisor as a single Eligible Institution),
provided that, (i) at such time Part I of Schedule 1 (Lenders and Commitments) shall be deemed
modified to reflect the Commitments (and/or Term Facility Outstandings, as the
case may be) of such new Lender and of the existing Lenders, (ii) the consent
of each L/C Bank and each Swingline Facility Lender shall


 


172

















 


be required in connection with any assignment or transfer of all or any
portion of Revolving Facility Commitments (which consents shall not be
unreasonably withheld or delayed), (iii) in the case of assignments or
transfers pursuant to clause (y) above, the consent of the Agent shall be
required (which consent shall not be unreasonably withheld or delayed) and, so
long as no Default or Event of Default then exists, the prior written consent
of the Borrower shall be required (which consent shall not be unreasonably
withheld or delayed).


 


(b)           At the time of each
assignment pursuant to this Clause 39.3 to a person which is not already a
Lender hereunder and which is not a U.S. Person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, the
respective assignee or transferee Lender shall provide to the Borrower and the
Agent the appropriate Internal Revenue Service Forms (and, if appropriate, the
form specified in paragraph (e) of Clause 18.1 (Tax Gross-up)).


 


(c)           To the extent that
an assignment pursuant to Clause 21.1 (Replacement
of Lenders) and this Clause 39 would, at the time of such assignment
or transfer, result in increased costs under Clauses 18 (Taxes), 19.1 (Increased Costs) or 20 (Illegality)
from those being charged by the respective assigning or transferring Lender
prior to such assignment or transfer, then the Borrower shall not be obligated
to pay such increased costs (although the Borrower shall be obligated to pay
any other increased costs of the type described above resulting from changes
after the date of the respective assignment or transfer).  At the time of any such assignment or
transfer pursuant to this Clause 39.3, the assigning or transferring Lender
shall furnish notice thereof to the Agent.


 


(d)           Nothing in this
Agreement shall prevent or prohibit any Lender from pledging or assigning by
way of security its Outstandings hereunder to a Federal Reserve Lender in
support of borrowings made by such Lender from such Federal Reserve Lender and,
with the consent of the Agent, any Lender which is a fund may pledge or assign
by way of security all or any portion of its Outstandings to a trustee for the
benefit of investors and in support of its obligation to such investors.  No pledge or assignment by way of security
pursuant to this paragraph (d) shall release the transferor Lender from any of
its obligations hereunder.  For the
avoidance of doubt, a pledge shall not include a charge by way of security.


 


39.4        Assignments


 


If any Lender wishes to assign all or any of its rights and benefits
under the Finance Documents, unless and until the relevant assignee has agreed
with the other Finance Parties that it shall be under the same obligations
towards each of them as it would have been under if it had been an original
party to the Finance Documents as a Lender, such assignment shall not become
effective and the other Finance Parties shall not be obliged to recognise such
assignee as having the rights against each of them which it would have had if
it had been such a party to this Agreement.


 


39.5        Transfer
Certificate


 


If any Lender wishes to transfer all or any of its rights, benefits
and/or obligations under the Finance Documents, such transfer may be effected
by novation through the delivery to the Agent of a duly completed and duly
executed Transfer Certificate in which event, on the later


 


173

















 


of the Transfer Date specified in such Transfer Certificate and the
fifth Business Day after (or such earlier Business Day endorsed by the Agent on
such Transfer Certificate falling on or after) the date of delivery of such
Transfer Certificate to the Agent:


 


(a)           to the extent that in such Transfer Certificate the Lender party to
it seeks to transfer its rights, benefits and obligations under the Finance
Documents, each of the Obligors and such Lender shall be released from further
obligations towards one another under the Finance Documents and their
respective rights against one another shall be cancelled (such rights and
obligations being referred to in this Clause 39.5 as “discharged rights and obligations”);


 


(b)           each of the Obligors and the Transferee party to it shall assume
obligations towards one another and/or acquire rights against one another which
differ from the discharged rights and obligations only insofar as such Obligor
and such Transferee have assumed and/or acquired the same in place of such
Obligor and such Lender;


 


(c)           subject to Clause 21.1 (Replacement
of Lenders), the other Finance Parties and the Transferee shall
acquire the same rights and benefits and assume the same obligations between
themselves as they would have acquired and assumed had such Transferee been an
original party to the Finance Documents as a Lender with the rights, benefits
and obligations acquired or assumed by it as a result of such transfer; and


 


(d)           such Transferee shall become a party to this Agreement as a Lender.


 


39.6        Transfer
Fee


 


On the date upon which a transfer takes effect pursuant to
Clause 39.5 (Transfer Certificate) the Transferee in
respect of such transfer shall pay to the Agent for its own account a transfer
fee of €1,500 provided that this fee shall not be payable by any Lender party
to this Agreement on the date of this Agreement in respect of transfers made by
such Lender prior to the Syndication Date.


 


39.7        Sub-participations


 


Subject to Clause 46 (Third Party
Rights) any Lender may grant participations in its rights hereunder,
such Lender shall remain a “Lender” for all purposes hereunder (and may not
otherwise transfer or assign all or any portion of its Commitments hereunder
except as provided in Clause 39.3 (Assignments
or Transfers by Lenders)) and the participant shall not constitute a
“Lender” hereunder and provided that no Lender shall grant any participation
under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Finance Document except to the extent such
amendment or waiver would:


 


(a)           extend the final scheduled maturity of any Facility or Documentary
Credit (unless such Documentary Credit is not extended beyond the Final
Maturity Date of the Revolving Facility) in which such participant is
participating, or reduce the rate or extend the time of payment of interest or
fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant’s participation over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory repayment of Term Facility Outstandings
or a


 


174

















 


mandatory reduction in the Available
Revolving Facility shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Outstandings shall be
permitted without the consent of any participant if the participant’s participation
is not increased as a result thereof);


 


(b)           consent to the assignment or transfer by any Obligor of any of its
rights and obligations under this Agreement;


 


(c)           release all or substantially all of the Collateral under all of the
Security Documents (except as expressly provided in the Finance Documents)
supporting the Facilities Obligations hereunder in which such participant is
participating.


 


In
the case of any such participation, the participant shall not have any rights
under this Agreement or any of the other Finance Documents (the participant’s
rights against such Lender in respect of such participation to be those set
forth in the agreement executed by such Lender in favour of the participant
relating thereto) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation, except that to
the extent that the participant may be required to be recognised as the owner
(or beneficial owner) for tax purposes, such participant shall be considered as
the Lender in applying any of the provisions of the Finance Documents that
involve such tax.


 


39.8        Disclosure
of Information


 


(a)           Subject to the provisions of paragraph
(b) below, each Lender agrees that it will treat as confidential (in accordance
with normal banking procedures) any information with respect to the Parent or
any of its Subsidiaries which is now or in the future furnished pursuant to
this Agreement or any other Finance Document, provided that any Lender
may disclose any such information:


 


(i)            as has become generally available to the public other
than by virtue of a breach of this paragraph (a) by the respective Lender;


 


(ii)           as may be required or is reasonably appropriate in any
report, statement or testimony submitted to any municipal, state, Federal or
foreign regulatory body having or claiming to have jurisdiction over such
Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation, the NAIC or similar organizations (whether in the United States or
elsewhere) or their successors;


 


(iii)          as may be required or reasonably appropriate in
respect to any summons or subpoena or in connection with any litigation;


 


(iv)          in order to comply with any law, order, regulation or
ruling applicable to such Lender;


 


(v)           to the Agent or the Security Trustee;


 


(vi)          to such Lender’s Affiliates, employees, auditors,
advisors or counsel or to another Lender if the Lender or such Lender’s holding
or parent company in its sole discretion determines that any such party should
have access to such information, provided such persons shall be subject
to the provisions of this Clause 39.8 to the same extent as such Lender; and


 


175

















 


(vii)         to any prospective or actual transferee or participant
or their respective investment advisors in connection with any contemplated
transfer, participation, securitisation or hedge of any of the Commitments, any
interest therein by such Lender or any other transaction under which payments
are to be made by reference to any Finance Document or Obligor, provided
that such prospective transferee, participant or, as the case may be,
investment advisor agrees to be bound by the confidentiality provisions
contained in this Clause 39.8.


 


(b)           Each Obligor hereby acknowledges and
agrees that each Lender may share with any of its affiliates any information
related to the Parent or any of its Subsidiaries (including, without
limitation, any non-public customer information regarding the creditworthiness
of the Parent and its Subsidiaries), provided that such Persons shall be
subject to the provisions of this Clause 39.8 to the same extent as such
Lender.


 


(c)           Notwithstanding anything in this Agreement, any amendments to this
Agreement, or any other document, agreement or understanding relating to the
transactions contemplated by this Agreement, each party to this Agreement and
its affiliates (and each employee, representative, or other agent of such party
or its affiliates) are authorised to disclose to any and all persons, beginning
immediately upon commencement of discussions regarding the transactions
contemplated by this Agreement and without limitation of any kind, the U.S.
federal, state or local tax treatment and tax structure of such transactions,
and all materials of any kind (including opinions or other tax analyses) that
are provided to such party or its affiliates relating to such tax treatment and
tax structure, except to the extent that such disclosure is subject to
restrictions reasonably necessary to comply with securities laws.  For purposes of this authorisation, the “tax
treatment” of a transaction means the purported or claimed tax treatment of the
transaction, and the “tax structure” of a transaction means any fact that may
be relevant to understanding the purported or claimed tax treatment of the
transaction.  This paragraph is intended
to reflect the understanding of the parties that the transactions contemplated
by this Agreement have not been offered under “conditions of confidentiality”,
as that phrase is used in U.S. Treasury Regulations sections 1.601-4(b)(3) and
301.6111-2(c), and in any state or local law or regulation incorporating all or
part of such sections, and shall be interpreted in a manner consistent
therewith.  Nothing herein is intended
to imply that any party or its affiliates (or any employee, representative, or
other agent of such party or its affiliates) has made or provided to, or for
the benefit of, any other party or its affiliates any oral or written statement
as to any potential U.S. federal, state or local tax consequences that are
related to, or may result from, the transactions contemplated by this
Agreement.  None of the parties provides
accounting, tax or legal advice, and each has consulted, or will consult, its
own advisers regarding its participation in such transactions.


 


39.9        Register


 


The Borrower hereby designates the Agent to serve as the Borrower’s
agent, solely for purposes of this Clause 39.9, to maintain a register (the “Register”) on which it will record the
Commitments from time to time of each of the Lenders, the Advances made by each
of the Lenders and each repayment in respect of the principal amount of the
Advances of each Lender.  Failure to
make any such recordation, or any error in such recordation, shall not affect
the Borrower’s obligations in respect of such Advances.  With respect to any Lender,


 


176

















 


the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Advance made pursuant to such Commitments
shall be not be effective until such transfer is recorded on the Register
maintained by the Agent with respect to ownership of such Commitments and
Advances and prior to such recordation all amounts owing to the transferor with
respect to such Commitments and Advances shall remain owing to the
transferor.  The registration of
assignment or transfer of all or part of any Commitments and Advances shall be
recorded by the Agent on the Register only upon the acceptance by the Agent of
a properly executed and delivered Transfer Certificate pursuant to Clause 39.5
(Transfer Certificate).  The Borrower agrees to indemnify the Agent
from and against any and all losses, claims, damages and liabilities of
whatsoever nature which may be imposed on, asserted against or incurred by the
Agent in performing its duties under this Clause 39.9 except to the extent
resulting from the gross negligence or wilful misconduct of the Agent (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).


 


40.          COSTS AND
EXPENSES


 


40.1        Transaction
Costs


 


The Parent shall, from time to time on demand of the Agent, reimburse
the Agent, the Security Trustee and each of the Arrangers for all reasonable
costs and expenses (including legal fees) incurred by them in connection with
the negotiation, preparation and execution of the Finance Documents and the
completion of the transactions therein contemplated and primary syndication of
the Facilities (including publicity expenses).


 


40.2        Preservation
and Enforcement Costs


 


The Parent shall, from time to time on demand of the Agent, reimburse
each Finance Party for all costs and expenses (including legal fees) incurred
in or in connection with the preservation and/or enforcement of any of the
rights of such Finance Party under the Finance Documents.


 


40.3        Stamp
Taxes


 


The Parent shall pay (or cause the Borrower to pay) all stamp,
registration, documentary and other taxes (including any penalties, additions,
fines, surcharges or interest relating thereto) to which any of the Finance
Documents or any judgment given in connection therewith is or at any time may
be subject and shall, from time to time on demand of the Agent, indemnify the
Finance Parties against any liabilities, costs, claims and expenses resulting
from any failure to pay or any delay in paying those taxes.  The Agent shall be entitled (but not
obliged) to pay those taxes (whether or not they are its primary
responsibility) and to the extent that it does so claim under this Clause 40.3.


 


40.4        Compensation


 


The Parent shall, from time to time on demand of the Agent (and without
prejudice to the provisions of Clause 40.2 (Preservation and Enforcement Costs)
and Clause 40.5 (Amendments and Waivers)) compensate the
Agent at such daily and/or hourly rates as the Agent shall from time to time
reasonably determine for all time expended by the Agent, its directors,
officers and employees, and for all costs and expenses (including telephone,
fax, copying, travel and personnel costs) they may incur, in connection with
the Agent’s taking such action as it may consider appropriate in connection
with:


 


177

















 


(a)           the granting or proposed granting of any waiver or consent requested
under any of the Finance Documents by the Obligors or any of them;


 


(b)           any actual, potential or suspected breach by an Obligor of any of
its obligations under any of the Finance Documents;


 


(c)           the occurrence of any Default; or


 


(d)           any amendment or proposed amendment of any of the Finance Documents
requested by the Obligors or any of them.


 


40.5        Amendments
and Waivers


 


If an Obligor requests any amendment or waiver in accordance with Clause
45 (Amendments),
the relevant Obligor shall, on demand of the Agent, reimburse the Finance
Parties for all reasonable costs and expenses (including legal fees) incurred
by any of the Finance Parties in responding to or complying with such request.


 


40.6        Management
Time of the Agent


 


Any amount payable to the Agent under this Clause 40 shall include the
cost of utilising its management time or other resources and will be calculated
on the basis of such reasonable daily or hourly rates as it may notify to the
Parent and the Lenders, and is in addition to any fee paid or payable to it
under Clause 17 (Commissions and Fees).


 


40.7        Lenders’
Indemnity


 


If any Obligor fails to perform any of its obligations under this Clause
40, each Lender shall indemnify and hold harmless each of the Agent, the
Arrangers and/or the Security Trustee from and against its Proportion (as
determined at all times for these purposes in accordance with paragraph (c) of
the definition of “Proportion”) of any loss incurred by any of them as a result
of such failure and the relevant Obligor shall forthwith reimburse each Lender
for any payment made by it pursuant to this Clause.


 


40.8        Value
Added Tax


 


(a)           All amounts expressed to be payable under any Finance Document by
any Obligor to a Finance Party shall be exclusive of any VAT.  If VAT is chargeable on any supply made by a
Finance Party to any Obligor under any Finance Document (whether that supply is
taxable pursuant to the exercise of an option or otherwise), that Obligor shall
pay to that Finance Party (in addition to and at the same time as paying that
consideration) an amount equal to the amount of the VAT as further
consideration.


 


(b)           No payment or other consideration to be made or furnished to any
Obligor pursuant to or in connection with any Finance Document may be increased
or added to by reference to (or as a result of any increase in the rate of) any
VAT which shall be or may become chargeable in respect of any taxable supply.


 


(c)           Where a Finance Document requires any party to reimburse a Finance
Party for any costs or expenses, that party shall also pay any amount of those
costs or expenses incurred referable to VAT chargeable thereon.


 


178

















 


40.9        Indemnity
Payments


 


Where under any Finance Document an Obligor has an obligation to
indemnify or reimburse any Protected Party in respect of any loss or payment,
the calculation of the amount payable by way of indemnity or reimbursement
shall take account of the likely tax treatment in the hands of that Protected
Party (as determined by that Protected Party) of the amount payable by way of
indemnity or reimbursement and of the loss or payment in respect of which that
amount is payable.


 


41.          REMEDIES
AND WAIVERS


 


No failure to exercise, nor any delay in exercising, on the part of the
Finance Parties or any of them, any right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy.  The
rights and remedies provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by Law.


 


42.          NOTICES AND DELIVERY OF INFORMATION


 


42.1        Writing


 


Each communication to be made under any Finance Document shall be made
in writing and, unless otherwise stated, shall be made by fax, telex or letter.


 


42.2        Giving of
Notice


 


Any communication or document to be made or delivered by one person to
another pursuant to any Finance Document shall in the case of any person other
than a Lender (unless that other person has by 15 days’ written notice to the
Agent specified another address) be made or delivered to that other person at
the address identified with its signature below or, in the case of a Lender, at
the address from time to time designated by it to the Agent for the purpose of
the Finance Documents (or, in the case of a Transferee at the end of the
Transfer Certificate to which it is a party as Transferee) and shall be deemed
to have been made or delivered when despatched (in the case of any communication
made by fax or telex) or (in the case of any communication made by letter) when
left at the address or (as the case may be) 5 Business Days after being
deposited in the post postage prepaid in an envelope addressed to it at that
address provided that any communication or document to be made or delivered to
the Agent shall be effective only when received by the Agent and then only if
the same is expressly marked for the attention of the department or officer
identified with the Agent’s signature below (or such other department or
officer as the Agent shall from time to time specify for this purpose).


 


42.3        Use of
Websites


 


(a)           An Obligor may satisfy its obligation under any Finance Document to
which it is a party to deliver any information in relation to those Lenders
(the “Website Lenders”) who accept this method of communication by posting this
information onto an electronic website designated by the Parent and the Agent
(the “Designated Website”) if:


 


(i)            the Agent expressly agrees (after consultation with each of the
Lenders) that it will accept communication of the information by this method;


 


179

















 


(ii)           both the Parent and the Agent are aware of the address of, and any
relevant password specifications for, the Designated Website; and


 


(iii)         the information is in a format previously agreed between the Parent
and the Agent.


 


If any Lender (a “Paper Form Lender”)
does not agree to the delivery of information electronically then the Agent
shall notify the Parent accordingly and the Parent shall supply the information
to the Agent (in sufficient copies for each Paper Form Lender) in paper
form.  In any event, the Parent shall
supply the Agent with at least one copy in paper form of any information
required to be provided by it.


 


(b)           The Agent shall supply each Website Lender with the address of, and
any relevant password specifications for, the Designated Website following
designation of that website by the Parent and the Agent.


 


(c)           The Parent shall promptly upon becoming aware of its occurrence
notify the Agent if:


 


(i)            the Designated Website cannot be accessed due to technical failure;


 


(ii)           the password specifications for the Designated Website change;


 


(iii)         any new information which is required to be provided under this
Agreement is posted onto the Designated Website;


 


(iv)          any existing information which has been provided under this
Agreement and posted onto the Designated Website is amended; or


 


(v)            the Parent becomes aware that the Designated Website or any information
posted onto the Designated Website is or has been infected by any electronic
virus or similar software.


 


If the Parent notifies the Agent under paragraph (c)(i) or paragraph
(c)(v) above, all information to be provided by the Parent under this Agreement
after the date of that notice shall be supplied in paper form unless and until
the Agent and each Website Lender is satisfied that the circumstances giving
rise to the notification are no longer continuing.


 


(d)           Any Website Lender may request, through the Agent, one paper copy of
any information required to be provided under this Agreement which is posted
onto the Designated Website.  The Parent
shall comply with any such request within 10 Business Days.


 


42.4        Electronic
Communication


 


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


 


(i)            agree that, unless and until notified to the contrary, this is to be
an accepted form of communication;


 


180

















 


(ii)           notify each other in writing of their electronic mail address and/or
any other information required to enable the sending and receipt of information
by that means; and


 


(iii)         notify each other of any change to their address or any other such
information supplied by them.


 


(b)           Any electronic communication made between the Agent and a Lender
will be effective only when actually received in readable form and in the case
of any electronic communication made by a Lender to the Agent only if it is
addressed in such a manner as the Agent shall specify for this purpose.


 


43.          ENGLISH LANGUAGE


 


Each communication and document made or delivered by one party to another
pursuant to any of the Finance Documents shall be in the English language or
accompanied by a translation of it into English certified (by an officer of the
person making or delivering the same) as being a true and accurate translation
of it.


 


44.          PARTIAL
INVALIDITY


 


If, at any time, any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the Law of any jurisdiction, such
illegality, invalidity or unenforceability shall not affect:


 


(a)           the legality, validity or enforceability of the remaining provisions
of this Agreement; or


 


(b)           the legality, validity or enforceability of such provision under the
Law of any other jurisdiction.


 


45.          AMENDMENTS


 


45.1        Amendments


 


Except as provided in Clauses 45.2 (Consent), 45.3 (Technical Amendments) and
45.4 (Guarantees
and Security), the Agent, if it has the prior written consent of an
Instructing Group, and the Obligors affected thereby, may from time to time
agree in writing to amend this Agreement or to waive, prospectively or
retrospectively, any of the requirements of this Agreement and any amendments
or waivers so agreed shall be binding on all the Finance Parties and the
Obligors.


 


45.2        Consent


 


(a)           An amendment or waiver relating to the following matters shall not
be made without the prior written consent of all the Lenders:


 


(i)            a reduction in the proportion of any amount received or recovered
(whether by way of set-off, combination of accounts or otherwise) in respect of
any amount due from an Obligor under this Agreement to which any Lender is
entitled;


 


181

















 


(ii)           a decrease in any Applicable Margin for, or the principal amount of,
any Advance, any Documentary Credit or any interest payment, fees or other
amounts due under this Agreement to any Lender from an Obligor or any other
party to this Agreement (other than the result of any amendment or modification
to Clause 24 (Financial Condition)
where the primary purpose of such amendment or modification (as determined in
good faith by the Parent and the Agent) was not to decrease the pricing
pursuant to this Agreement);


 


(iii)         any change in the currency of account;


 


(iv)          the deferral of the date for payment of any principal, interest, fee
or any other amount due under this Agreement to any Lender from an Obligor or
any other party to this Agreement;


 


(v)            the deferral of any Final Maturity Date, any Termination Date or any
Expiry Date;


 


(vi)          any reduction to the percentage set forth in the definition of
Instructing Group as included on the date of this Agreement (it being
understood that, with the consent of the Instructing Group, additional
extensions of credit pursuant to this Agreement may be included in the
determination of Instructing Group on substantially the same basis on the
extensions of the Term Facilities and the Revolving Facilities as at the
Effective Date);


 


(vii)         any amendments, modifications or waiver of any provision to this
Clause;


 


(viii)        consent to the assignment or transfer by the Parent or any other Obligor
(other than to another Obligor or another Wholly-Owned Subsidiary of the Parent
which acceded as an Acceding Guarantor) of any of its rights and obligations
under this Agreement; and


 


(ix)          a change to any provision which contemplates the need for the
consent or approval of all the Lenders.


 


(b)           Notwithstanding paragraph (a) above, an amendment or waiver relating
to the following matters shall not be made without the prior written consent of
each Lender affected thereby:


 


(i)            any increase in the Commitment of such Lender (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Available Facility shall
not constitute an increase of the Commitment of any Lender, and that an
increase in the available portion of any Commitment of any Lender shall not
constitute an increase in the Commitment of such Lender);


 


(ii)           in relation to any Swingline Facility Lender every provision of
Clause 6 (Swingline Facilities)
or alter its rights or obligations with respect to Swingline Facility Advances;
and


 


(iii)         in relation to the L/C Bank every provision of Clause 5 (Documentary Credits) or alter its rights
or obligations with respect to any Documentary Credits issued by it.


 


182

















 


(c)           Notwithstanding paragraph (a) above, an amendment or waiver relating
to the following matters shall not be made without the prior written consent of
the Majority Lenders of the respective Facility:


 


(i)            any amendment or waiver which would result in a Lender of such
Facility being allocated a lesser prepayment, repayment (or commitment
reduction) as a result of any alteration of the required application of any
prepayments or repayments (or commitment reductions), as between the various
Facilities, pursuant to Clauses 9 (Repayment
of Revolving and Swingline Facility Outstandings), 10 (Repayment of Term Facility Outstandings),
12 (Voluntary Prepayment) or 13 (Mandatory Prepayment) (although the
Instructing Group may (1) waive, in whole or in part, any such prepayment,
repayment or commitment reduction, so long as the application, as amongst the
various Facilities, of any such prepayment, repayment or commitment reduction
which is still required to be made is not altered and (2) agree to the
inclusion of additional extensions of credit made after the Initial Borrowing
Date (and not pursuant to Commitments as in effect on the Initial Borrowing
Date) on substantially the same basis as the other extensions of credit,
pursuant to Clauses 11.1 (Voluntary
Cancellation) and/or 12.1 (Voluntary
Prepayment); and


 


(ii)           any amendment to the definition of “Majority Lenders”; and


 


(d)           Notwithstanding paragraph (a) above, an amendment or waiver which
would amend, modify or waive any Scheduled Repayment applicable to the
respective Facility shall not be made without the prior written consent of the
Supermajority Lenders of the respective Facility (except that no such consent
of the Supermajority Lenders of the affected Facility shall be required in
connection with any increase in the Scheduled Repayments of such affected
Facility (including, without limitation, as a result of the making of
additional Advances pursuant to a given Facility which has the effect of
increasing the Scheduled Repayments of such affected Facility on a
proportionate basis)).


 


45.3        Technical
Amendments


 


Notwithstanding Clause 45.1 (Amendments), the Agent may determine
administrative matters and make technical amendments arising out of manifest
errors on the face of this Agreement, where such amendments would not prejudice
or otherwise be adverse to the position of any Lender under this Agreement,
without reference to the Lenders.


 


45.4        Guarantees
and Security


 


A waiver of issuance or the release of any Guarantor from any of its
obligations under Clause 30 (Guarantee and Indemnity) other than in
accordance with the terms of this Agreement or a release of all or
substantially all of the Collateral subject to any Security under the Security
Documents other than in accordance with the terms of this Agreement shall
require prior written consent of all the Lenders.


 


183

















 


45.5        Amendments
affecting the Agent


 


Notwithstanding any other provision of this Agreement, the Agent shall
not be obliged to agree to any amendment or waiver if the same would:


 


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


 


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


 


45.6        Amendments
affecting the Security Trustee


 


Notwithstanding any other provision of this Agreement, the Security
Trustee shall not be obliged to agree to any amendment or waiver if the same
would:


 


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


 


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


 


45.7        Replacement
of non-Instructing Group Lender


 


If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
paragraph (a) of Clause 45.2 (Consent),
the consent of the Instructing Group is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right (so long as all non-consenting Lenders whose
individual consent is required are treated as described in either paragraphs
(a) or (b) below) to either:


 


(a)           replace each such non-consenting Lender or Lenders (or, at the
option of the Borrower if the respective Lender’s consent is required with
respect to less than all Outstandings (or related Commitments), to replace only
the respective Commitments and/or Outstandings of the respective non-consenting
Lender which gave rise to the need to obtain such Lender’s individual consent)
with one or more members of the Instructing Group pursuant to Clause 21.1 (Replacement of Lenders) so long as at the
time of such replacement, each such member of the Instructing Group consents to
the proposed change, waiver, discharge or termination; or


 


(b)           terminate each Revolving Facility Commitment and/or Incremental
Revolving Facility Commitment of such non-consenting Lender’s Revolving
Facility Commitment (if such Lender’s consent is required as a result of its
Revolving Facility Commitment and/or Incremental Revolving Facility Commitment)
and/or repay each Term Facility Outstandings of such Lender which gave rise to
the need to obtain such Lender’s consent, in accordance with Clauses 11.1 (Voluntary Cancellation) and/or 12.1 (Voluntary Prepayment), provided
that, unless the Commitments terminated, and Outstandings repaid, pursuant to
this paragraph (b) are immediately replaced in full at such time through the
addition of new Lenders or the increase of the Commitments and/or Outstandings
of remaining lenders (who in each case must specifically consent thereto), then
in the case of any action pursuant to this paragraph (b) the Instructing Group
(determined both (x) before giving effect to the proposed action and (y) as if


 


184

















 


the Outstandings and Commitments being
terminated (and not replaced) were not outstanding) shall specifically consent
thereto,


 


for the avoidance of doubt, the Borrower shall not have the right to
replace a Lender, terminate its Revolving Facility Commitment or repay its
Outstandings solely as a result of the exercise of such Lender’s rights (and
the withholding of any required consent by such Lender) pursuant to paragraph
(b) of Clause 45.2 (Consent).


 


46.          THIRD PARTY
RIGHTS


 


(a)           A person which is not a party to this Agreement (a “third party”) shall
have no right to enforce any of its provisions except that:


 


(i)            this shall not affect any right or remedy of a third party which it
would have had if the Contracts (Rights of Third Parties) Act 1999 had not come
into effect; and


 


(ii)           each of Clause 5.9 (Exclusion of
Liability), Clause 18.2 (Tax
Indemnity), Clause 19 (Increased
Costs) and Clause 31.9(b) (Exclusion
of Liability) shall be enforceable by any third party referred to in
such clause as if such third party were a party to this Agreement.


 


(b)           The parties to this Agreement may without the consent of any third
party vary or rescind this Agreement.


 


47.          COUNTERPARTS


 


This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.


 


48.          GOVERNING LAW


 


This Agreement shall be governed by, and construed in accordance with,
English Law.


 


49.          JURISDICTION


 


49.1        Courts of
England


 


Each of the parties to this Agreement irrevocably agrees for the benefit
of each of the Finance Parties that the courts of England shall have exclusive
jurisdiction to hear and determine any suit, action or proceedings, and to
settle any disputes, which may arise out of or in connection with this
Agreement (respectively “Proceedings”
and “Disputes”) and, for such
purposes, irrevocably submits to the jurisdiction of such courts.


 


49.2        Waiver


 


Each of the Obligors irrevocably waives any objection which it might now
or hereafter have to Proceedings being brought or Disputes settled in the
courts of England and agrees not to claim that any such court is an
inconvenient or inappropriate forum.


 


185

















 


49.3        Service
of Process


 


Each of the Obligors which is not incorporated in England agrees that
the process by which any Proceedings are begun may be served on it by being
delivered in connection with any Proceedings in England, to Buhrmann UK Limited at Tameside Drive,
Holford, Birmingham, West Midlands B6 7AY or its registered office for the time
being.  If the appointment of the person
mentioned in this Clause 49.3 ceases to be effective in respect of any of the
Obligors the relevant Obligor shall immediately appoint a further person in
England to accept service of process on its behalf in England and, failing such
appointment within 15 days, the Agent shall be entitled to appoint such
person by notice to the relevant Obligor. Nothing contained in this Agreement
shall affect the right to serve process in any other manner permitted by Law.


 


49.4        Proceedings
in Other Jurisdictions


 


Nothing in Clause 49.1 (Courts of England) shall (and shall not be
construed so as to) limit the right of the Finance Parties or any of them to
take Proceedings against any of the Obligors in any other court of competent
jurisdiction nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable Law.


 


49.5        General
Consent


 


Each of the Obligors consents generally in respect of any Proceedings to
the giving of any relief or the issue of any process in connection with such
Proceedings including the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such Proceedings.


 


49.6        Waiver of
Immunity


 


To the extent that any Obligor may in any jurisdiction claim for itself
or its assets or revenues immunity from suit, execution, attachment (whether in
aid of execution, before judgment or otherwise) or other legal process and to
the extent that in any such jurisdiction there may be attributed to itself, its
assets or revenues such immunity (whether or not claimed), such Obligor
irrevocably agrees not to claim, and irrevocably waives, such immunity to the
full extent permitted by the laws of such jurisdiction.


 


49.7        Waiver of
Jury Trial


 


EACH OBLIGOR HEREBY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY
LEGAL PROCEEDINGS ANYWHER ARISING OUT OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 


186

















 


SCHEDULE 1


 


PART
I - LENDERS AND COMMITMENTS


 


SECTION A


 


	
  Lender

  	
   

  	
  Revolving

  Facility

  Commitment

  	
   

  	
  A
  Facility

  Commitment

  	
   

  	
  B1
  Facility

  Commitment

  	
   

  	
  B2
  Facility

  Commitment

  	
   

  
	
   

  	
   

  	
  (€)

  	
   

  	
  (€)

  	
   

  	
  ($)

  	
   

  	
  (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG
  London

  	
   

  	
  37,925,000

  	
   

  	
  14,575,000

  	
   

  	
  380,000,000

  	
   

  	
  50,000,000

  	
   

  
	
  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

  	
   

  



 


187

















 


SECTION B


 




	
  Lender

  	
   

  	
  Swingline
  Facility

  Commitment

  	
   

  
	
   

  	
   

  	
  (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG
  London

  	
   

  	
  85,000,000

  	
   

  
	
   

  	
   

  	
  85,000,000

  	
   

  






 


188

















 


PART
II - ORIGINAL GUARANTORS


 


	
  U.S. Guarantors

  
	
   

  
	
  1.

  	
   

  	
  ASAP Software Express, Inc.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  BTOP USA Corp.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  BTOPI Holding (U.S.)

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Buhrmann Swaps, Inc.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Corporate Express Document & Print Management, Inc.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Corporate Express Office Products, Inc.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  CE Philadelphia Real Estate, Inc.

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Corporate Express Promotional Marketing, Inc.

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Corporate Express Real Estate,  Inc.

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Corporate Express of Texas, Inc.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Corporate Express, Inc.

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  License Technologies Group, Inc.

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Moore Labels, Inc.

  
	
   

  	
   

  	
   

  
	
  Dutch Guarantors

  
	
   

  
	
  1.

  	
   

  	
  Buhrmann Financieringen B.V.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Buhrmann Fined B.V.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Buhrmann N.V.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Buhrmann II B.V.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Buhrmann International B.V.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Buhrmann Nederland B.V.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Buhrmann Nederland Holding B.V.

  



 


189

















 


	
  8.

  	
   

  	
  Tetterode-Nederland B.V.

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Veenman B.V. (formerly known as Corporate Express Document
  Automatisering B.V.)

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Buhrmann Office Products Nederland B.V.

  
	
   

  	
   

  	
   

  
	
  Belgian Guarantors

  
	
   

  
	
  Buhrmann Europcenter N.V.

  
	
   

  
	
  Luxembourg Guarantors

  
	
   

  
	
  Buhrmann Luxembourg S.A.R.L.

  



 


190

















 


SCHEDULE 2

FORM OF TRANSFER CERTIFICATE


 


To:          Deutsche Bank AG London as
Agent


 


DEED OF TRANSFER AND ACCESSION


 


This Deed of Transfer and Accession (being the “Transfer Certficate” referred to in the
Facilities Agreement referred to below) relates to:


 


(a)           the
senior facilities agreement (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)
dated 23 December 2003 whereby certain facilities in a maximum aggregate
amount of €730,000,000 were made available to Buhrmann US
Inc. as Borrower under the guarantee of the Guarantors, by a group of banks and
other financial institutions on whose behalf Deutsche Bank AG London acted as
Agent in connection therewith; and


 


(b)           the
intercreditor deed (as from time to time, amended, varied, novated or
supplemented, the “Intercreditor Deed”)
dated 23 December 2003 between, inter
alios, the Parent, the Borrower, the Agent, the Security Trustee,
the Lenders as senior lenders, the Original Obligors as original obligors, the
Intergroup Creditors named therein as intergroup creditors and the Intergroup
Debtors named therein as intergroup debtors.


 


1.             Terms
defined in the Facilities Agreement and/or, as the case may be, Intercreditor
Deed shall, subject to any contrary indication, have the same meanings in this
Deed of Transfer and Accession.  The
terms “Lender”, “Transferee”, “Lender’s Participation” and “Portion
Transferred” are defined in the Schedule to this Deed of Transfer and
Accession.


 


2.             The Lender:


 


(a)           confirms
that the details in the Schedule to this Deed of Transfer and Accession
are an accurate summary of the Lender’s participation in the Facilities
Agreement (and, if relevant, the relevant Incremental Facility Commitment
Agreement) and the Interest Periods or Terms (as the case may be) for existing
Advances or, as the case may be, Tranches as at the Effective Date; and


 


(b)           requests
the Transferee to accept and procure the transfer to the Transferee of the
Portion Transferred by countersigning and delivering this Deed of Transfer and
Accession to the Agent at its address for the service of notices designated to
the Agent in accordance with the Facilities Agreement.


 


3.             The
Transferee hereby requests the Agent to accept this Deed of Transfer and
Accession as being delivered to the Agent pursuant to and for the purposes of
Clause 39.5 (Transfer Certificate) of the Facilities Agreement so as
to take effect in accordance with the terms of it on the Transfer Date or on
such later date as may be determined in accordance with the terms of it.


 


4.             The
Transferee confirms that it has received a copy of the Facilities Agreement
(and, if relevant, the relevant Incremental Facility Commitment Agreement(s)
identified in


 


191

















 


the Schedule to this Agreement) and the Intercreditor Deed together
with such other information as it has required in connection with this
transaction and that it has not relied and will not rely on the Lender to check
or enquire on its behalf into the legality, validity, effectiveness, adequacy,
accuracy or completeness of any such information and further agrees that it has
not relied and will not rely on the Lender to assess or keep under review on
its behalf the financial condition, creditworthiness, condition, affairs,
status or nature of any Obligor.


 


5.             The
Transferee undertakes with the Lender and each of the other parties to the
Facilities Agreement that it will perform in accordance with their terms all those
obligations which by the terms of the Facilities Agreement (and, if relevant,
the Incremental Facility Commitment Agreement(s) identified in the
Schedule to this Deed of Transfer and Accession) will be assumed by it
after delivery of this Deed of Transfer and Accession to the Agent and
satisfaction of the conditions (if any) subject to which this Deed of Transfer
and Accession is expressed to take effect.


 


6.             The
Lender makes no representation or warranty and assumes no responsibility with
respect to the legality, validity, effectiveness, adequacy or enforceability of
the Facilities Agreement (and, if relevant, the Incremental Facility Commitment
Agreement(s) identified in the Schedule to this Deed of Transfer and
Accession), the Intercreditor Deed, any other Finance Document or other
document relating to it and assumes no responsibility for the financial
condition of any Obligor or for the performance and observance by any Obligor
of any of its obligations under the Facilities Agreement (and, if relevant, the
Incremental Facility Commitment Agreement(s) identified in the Schedule to
this Deed of Transfer and Accession), the Intercreditor Deed, any other Finance
Document or any other document relating to it and any and all such conditions
and warranties, whether express or implied by Law or otherwise, are excluded.


 


7.             The
Lender gives notice that nothing in this Deed of Transfer and Accession, in the
Facilities Agreement (and, if relevant, the Incremental Facility Commitment
Agreement(s) identified in the Schedule to this Deed of Transfer and
Accession), the Intercreditor Deed or any other Finance Document (or other
document relating to it) shall oblige the Lender (a) to accept a re-transfer
from the Transferee of the whole or any part of its rights, benefits and/or
obligations under the Facilities Agreement (and, if relevant, the Incremental
Facility Commitment Agreement(s) identified in the Schedule to this
Agreement) or the Intercreditor Deed transferred pursuant to this Deed of
Transfer and Accession or (b) to support any losses directly or indirectly
sustained or incurred by the Transferee for any reason whatsoever (including
the failure by any Obligor or any other party to the Facilities Agreement (and,
if relevant, the Incremental Facility Commitment Agreement(s) identified in the
Schedule to this Deed of Transfer and Accession), the Intercreditor Deed
or any other Finance Document (or other document relating to it) to perform its
obligations under any such document) and the Transferee acknowledges the absence
of any such obligation as is referred to in (a) and (b) above.


 


8.             This
Deed of Transfer and Accession may be executed in any number of counterparts
and by the different parties on separate counterparts, each of which when
executed shall be an original, but all counterparts shall together constitute
one and the same instrument.


 


192

















 


9.             This
Deed of Transfer and Accession and the rights, benefits and obligations of the
parties under this Deed of Transfer and Accession shall be governed by and
construed in accordance with English Law.


 


10.          [Name of Transferee] of [address of transferee] hereby agrees with
each person who is or who becomes a party to the Intercreditor Deed in
accordance with the terms thereof that with effect on and from the date hereof
it will be bound by the Intercreditor Deed as a Senior Lender as if it had been
party to the Intercreditor Deed in such capacity.


 


IN WITNESS whereof, this Deed
has been executed as a deed by the parties hereto, and is delivered on the date
written above.


 


193

















 


The Schedule


 


	
  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 B1 Facility Commitment*

  	
   

  	
  (b)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Lender’s Available B2 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)

  	
   

  	
  B1 Facility Advances

  	
   

  	
  (b)

  	
   

  	
  (b)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  B2 Facility Advances

  	
   

  	
  (c)

  	
   

  	
  (c)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Incremental Term Facility Advances

  	
   

  	
  (d)

  	
   

  	
  (d)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  [(a)]

  	
   

  	
  Lender’s Facility Revolving 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [8.

  	
   

  	
  Documentary Credits Issued

  	
   

  	
  Term and Expiry Date

  	
   

  	
  Portion Transferred]

  
																						



 












*      Details
of the Lender’s Available Commitment should not be completed after the
applicable Termination Date.


 


194

















 


	
  [Lender]

  	
  [Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  Date:

  



 


 


Administrative Details of Transferee and its Facility
Office


 


Facility Office Address:


 


Contact Name:


 


Account for Payments:


 


Fax:


 


[Telex:]


 


Telephone:


 


195

















 


SCHEDULE 3


 


PART I - CONDITIONS PRECEDENT TO FIRST
UTILISATION


 


1.             Corporate Documents


 


In relation to each Original Obligor:


 


(a)           a copy
of its up to date constitutional documents and, if applicable, a good standing
certificate;


 


(b)           a copy
of a board resolution of such Original Obligor approving the execution,
delivery and performance of the Finance Documents to which it is party and the
terms and conditions of it and authorising a named person or persons to sign
the Finance Documents to which it is party and any documents to be delivered by
such Original Obligor pursuant to it;


 


(c)           a copy
of a shareholders’ resolution of all the shareholders of such Original Obligor
approving the execution, delivery and performance of the Finance Documents to
which it is party and the terms and conditions to it, and in relation to the
Belgian Guarantor, evidence of due filing of an extract of each shareholders’
resolution with the clerk of the relevant commercial court; and


 


(d)           a duly
completed certificate of a duly authorised officer of such Original Obligor in
the form attached in Part II of Schedule 3 (Form of Certificate of Obligor).


 


2.             Authorisations and Clearances


 


A copy of each Necessary Authorisation as is, in the opinion of counsel
to the Lenders, necessary to render the Finance Documents to which each
Original Obligor is party legal, valid, binding and enforceable, to make the
Finance Documents to which each Original Obligor is party admissible in
evidence in such Original Obligor’s jurisdiction of incorporation and in
England and to enable such Original Obligor to perform its obligations
thereunder.


 


3.             Financial Statements


 


Copies of:


 


(a)           the
Original Financial Statements;


 


(b)           the
Agreed Business Plan; and


 


(c)           the Projections for
the current financial year.


 


4.             Fees


 


Copies of the Fee Letters (each duly executed) and evidence that all
fees and expenses (including legal fees) payable under this Agreement or in
connection with this Agreement as


 


196

















 


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)           this Agreement;


 


(b)           the
Security Documents listed in Part III of Schedule 3 (Security Documents) (other than the
mortgages referred to in paragraph 3 of Section A of Part III of
Schedule 3 (Mortgage over Real Property
located in U.S.A.)), together with all documents required to be
delivered pursuant thereto;


 


(c)           the Intercreditor
Deed;


 


(d)           the Hedging Letter;
and


 


(e)           the
agreed form syndication letter between the Arrangers, the Parent and the
Borrower.


 


6.             Process Agent


 


Written confirmation from the process agent referred to in Clause 49.3 (Service of
Process) that it accepts its appointment as process agent.


 


7.             Existing Liens and Indebtedness


 


Evidence satisfactory to the Agent that:


 


(a)           all
Existing Liens and Existing Indebtedness not permitted by the Finance Documents
to subsist beyond the Initial Borrowing Date have been, or will promptly on the
making of the first Advance under this Agreement be, discharged or repaid; and


 


(b)           all
intra-group loans made or subsisting between Obligors or made to any Obligor by
another 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 English
law;


 


(b)           Pillsbury Winthrop, legal advisers to
the Original Obligors on matters of Delaware law and New York law;


 


(c)           General
Counsel, Thomas F. Cullen, to the Borrower on matters of Delaware law;


 


(d)           Nauta Dutilh, legal advisers to
the Agent and the Arrangers on matters of the law of The Netherlands;


 


197

















 


(e)           Allen
& Overy, legal advisers to the Original Obligors on matters of the law of
The Netherlands;


 


(f)            White
& Case, legal advisers to the Agent and the Arrangers on matters of the law
of the Kingdom of Belgium;


 


(g)           Allen
& Overy, legal advisers to the Original Obligors on matters of the law of
Luxembourg; and


 


(h)           Allens
Arthur Robinson, legal advisers to the Agent and the Arrangers on matters of
the laws of the State of New South Wales, Australia and the Commonwealth of
Australia,


 


in each case addressed to the Finance Parties.


 


9.             Rating


 


Evidence satisfactory to the Agent that the Group has a long term rating
of at least B+ by S&P and Ba3 by Moody’s.


 


10.          Employee
Benefit Plans


 


Copies of:


 


(a)           all Plans;


 


(b)           for
each Plan that is required to file an annual report on Internal Revenue Service
Form 5500-series, the most recent such report (including, to the extent
required, the related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information);


 


(c)           for
each Plan that is a “single-employer plan” as defined in
section 4001(a)(15) of ERISA, the most recently prepared actuarial
valuation therefor;


 


(d)           any
other “employee benefit plans” as defined in section 3(3) of ERISA; and


 


(e)           any
other material agreements, plans or arrangements, with or for the benefit of
current 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-employer
plan, as defined in section 4001(a)(3) of ERISA, only to the extent that
any document described in it is in the possession of a member of the Group or
any ERISA Affiliate or reasonably available to it from the sponsor or trustee
of any such plan).


 


11.          Indebtedness to be Refinanced


 


Evidence satisfactory to the Agent acting
reasonably that as at the Initial Borrowing Date:


 


(a)           the Group
shall have no outstanding Preferred Stock or Indebtedness other than:


 


(i)            Parent
Preference Shares A outstanding on 30 September 2003;


 


198

















 


(ii)           any
outstanding Parent Preference Shares B issued after 30 September 2003 in
accordance with the terms governing such Parent Preference Shares B as in
effect on 30 September 2003;


 


(iii)         Parent
Preference Shares C outstanding on 30 September 2003;


 


(iv)          Indebtedness
pursuant to or in respect of any of the Finance Documents;


 


(v)            Indebtedness
of the Borrower and the Guarantors pursuant to the Senior Subordinated Notes or
subordinated guarantees thereof in an aggregate not exceeding $350,000,000;


 


(vi)          Senior
Subordinated Convertible Bonds in an aggregate principal amount of
€114,819,000;


 


(vii)         approximately
€85,000,000 of other existing Indebtedness (all of such Indebtedness as
specifically listed as Third Party Existing Indebtedness in Section A (Third Party Existing Indebtedness) of Part
II of Schedule 10 (Existing Indebtedness);
and


 


(viii)        intercompany
Indebtedness between one or more of the Obligors (all of such Indebtedness as
specifically listed as Intercompany Existing Indebtedness in Section B (Intercompany Existing Indebtedness) of
Part II of Schedule 10 (Existing
Indebtedness);


 


(b)           (i)            the
total commitments in respect of the Indebtedness to be Refinanced shall have
been terminated, and all loans with respect thereto shall have been repaid in
full, together with interest thereon, all letters of credit issued thereunder
shall have been terminated (or, in the case of letters of credit issued
pursuant to, or existing under, the Existing Credit Agreement and outstanding
on the Initial Borrowing Date, assumed as Existing Documentary Credits) and all
other amounts owing pursuant to the Indebtedness to be Refinanced shall have
been repaid in full and all documents in respect of the Indebtedness to be
Refinanced and all guarantees with respect thereto shall have been terminated
(except as to indemnification provisions contained therein which by their
express terms are intended to survive such termination and as are reasonably
satisfactory to the Agent and the Instructing Group) and to be of no further
force and effect; and


 


(ii)           the
creditors in respect of the Indebtedness to be Refinanced shall have terminated
and released all security interests and Liens on the assets owned by the Parent
and its Subsidiaries; and


 


(c)           the
aggregate amount needed to effect the refinancing of the Indebtedness to be
Refinanced, and to pay fees and expenses in connection with the Transaction,
shall not exceed the aggregate amount of the A Facility, the B Facilities, the
Revolving 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. is
the legal and beneficial owner of at least 52 per cent. of the issued share
capital of CEAL.


 


199

















 


PART II - FORM OF CERTIFICATE OF OBLIGOR


 


To:          Deutsche Bank AG London (as
Agent)


 


We refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23
December 2003 and made between Buhrmann N.V. as Parent, Buhrmann US Inc.
as Borrower, the parties named therein as Original Guarantors, Deutsche Bank AG
London and ABN AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent,
Deutsche Bank AG London as Security Trustee and the financial and other
institutions named in it as Lenders. 
Terms defined in the Facilities Agreement shall have the same meanings
in this Agreement.


 


I, [name],
a Director of [name of Obligor] of [address] (the “Company”)


 


CERTIFY that:


 


(a)           attached
to this Certificate marked “A” are
true, complete and up-to-date copies of all documents which contain or
establish or relate to the constitution of the Company [and if the company is
incorporated in a jurisdiction with a concept of good standing, a good standing
certificate in respect of it];


 


(b)           attached
to this Certificate marked “B” is
a true, and complete copy of [resolutions duly passed]
at [a
meeting 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 a party and authorising
their execution, signature, delivery and performance and such resolutions have
not been amended, modified or revoked and are in full force and effect;


 


(c)           [attached
to this Certificate and marked “C”
is a true, and complete 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)/paragraph
3 of Part II of Schedule 7 (Accession Documents)];


 


(d)           [attached
to this Certificate marked “D” is
a true, and complete copy of the acceptance by the agent in England of its
appointment as agent of the Company for the purpose of accepting service of
process.  I confirm that such agent’s
appointment remains in force as at the Effective Date;]


 


(e)           [attached
to this Certificate marked “E” are
true, complete and up-to-date copies of the Plans;]


 


(f)            the
entry into and performance of the Finance Documents by the Company will not
breach any borrowing or other indebtedness limit to which the Company is
subject; [and]


 


(g)           [the
execution, delivery and performance of the Accession Notice and the performance
by the Company of its obligations under the Finance Documents and any other
agreement or document executed pursuant thereto does not breach any agreement
binding on the Company and all Necessary Authorisations in connection therewith
have been obtained and are current.]


 


200

















 


The following signatures are the true signatures of the persons who have
been authorised to sign the relevant Finance Documents on behalf of the Company
and to give notices and communications, (including Utilisation Requests), under
or 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 whose names and signatures are set out above are duly
appointed directors of the Company and that the signatures of each of them
above are their respective signatures.


 


 


	
  Signed:

  	
   

  	
   

  
	
   

  	
  [Director/Secretary]

  
	
   

  	
   

  
	
  Date:

  	
  [                           ]

  



 


201

















 


PART
III - SECURITY DOCUMENTS


 


SECTION A - United States of America


 


1.             Security Agreement


 


Security Agreement between ASAP Software Express, Inc., BT OP USA,
Corp., BT OPI Holding (US), Buhrmann 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 Technologies Group,
Inc. and Deutsche Bank AG London.


 


2.             Pledge
over Shares


 


Pledge Agreement over ASAP Software 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 Technologies Group, Inc., Buhrmann Silver US
LLC between ASAP Software Express, Inc., CE Philadelphia Real Estate, Inc.,
Corporate Express Document & Print Management, Inc., Buhrmann Swaps Inc.,
Corporate Express Promotional Marketing, Inc., License Technologies Group,
Inc., Corporate Express Real Estate, Inc., BT OP USA Corp, BTOPI Holding (US),
Buhrmann International BV, Buhrmann US Inc., Corporate Express Inc., Corporate
Express Office Products Inc. and Corporate Express of Texas Inc. and Deutsche
Bank AG London.


 


3.             Mortgage
over Real Property Located in U.S.A.


 


(a)           Mortgage
by and between Corporate Express Real Estate and Deutsche Bank AG London for
the property located at 1 Environmental Way, Broomfield, CO.


 


(b)           Mortgage
by and between Corporate Express Document and Print Management, Inc. and
Deutsche Bank AG London for the property located at 10700 E. 45th Ave, Denver
CO.


 


(c)           Mortgage
by and between Corporate Express Office Products, Inc. and Deutsche Bank AG
London for the property located at 13800 E. 39th Ave, Aurora, CO.


 


(d)           Mortgage
by and between Corporate Express Document and Print Management Inc. and
Deutsche Bank AG London for the properties located (i) at 9503 “F” Street,
Omaha NE and (ii) at 4205 S. 96th Street, Omaha, NE.


 


(e)           Mortgage
by and between Corporate Express Document and Print Management, Inc. and
Deutsche Bank AG London for the properties located (i) at 3403 Dan Morton
Drive, Dallas, TX and (ii) at 601 IH45 South, Hutchins, Dallas County, TX.


 


202

















 


(f)            Mortgage
by and between Corporate Express Office Products, Inc. and Deutsche Bank AG
London for the property located at 2655 W. Georgia Ave, Phoenix, AZ.


 


(g)           Mortgage
by and between Corporate Express Office Products, Inc. and Deutsche Bank AG
London for the property located at 1233 West County Rd E., Arden Hills, MN.


 


(h)           Mortgage
by and between BT Office Products International, Inc. and Deutsche Bank AG
London for the property located at I-79 North Industrial Park., Glenfield, PA
(also known as 208 Overlook Drive, Glenfield, PA).


 


(i)            Mortgage
by and between Corporate Express Office Products, Inc. and Deutsche Bank AG
London for the property located at 4953 South 48th West Avenue,
Tulsa, OK.


 


SECTION B - THE NETHERLANDS


 


1.             Pledge
of Receivables


 


(a)           Pledge
of Receivables between Buhrmann Financieringen B.V. and Deutsche Bank AG London


 


(b)           Pledge
of Receivables between Buhrmann Fined B.V. and Deutsche Bank AG London


 


(c)           Pledge
of Receivables between Buhrmann N.V. and Deutsche Bank AG London


 


(d)           Pledge
of Receivables between Buhrmann International B.V. and Deutsche Bank AG London


 


(e)           Pledge
of Receivables between Buhrmann Nederland B.V. and Deutsche Bank AG London


 


(f)            Pledge
of Receivables between Buhrmann Nederland Holding B.V. and Deutsche Bank AG
London


 


(g)           Pledge
of Receivables between Tetterode-Nederland B.V. and Deutsche Bank AG London


 


(h)           Pledge
of Receivables between Veenman B.V. (formerly known as Corporate Express
Document Automatisering B.V.) and Deutsche Bank AG London


 


2.             Pledge
of Moveable Assets


 


(a)           Pledge
of Moveable Assets between Buhrmann N.V. and Deutsche Bank AG London


 


(b)           Pledge
of Moveable Assets between Buhrmann Office Products Nederland B.V. and Deutsche
Bank AG London


 


203

















 


(c)           Pledge
of Moveable Assets between Tetterode-Nederland B.V. and Deutsche Bank AG London


 


(d)           Pledge
of Moveable Assets between Veenman B.V. (formerly known as Corporate Express
Document Automatisering B.V.) and Deutsche Bank AG London


 


3.             Pledge
over Shares


 


(a)           Pledge
over shares of Buhrmann II B.V. between the Parent and Deutsche Bank AG London


 


(b)           Pledge
over shares of Buhrmann II B.V. between Buhrmann International B.V. and
Deutsche Bank AG London


 


(c)           Pledge
over shares of Buhrmann International B.V. between the Parent and Deutsche Bank AG London


 


(d)           Pledge
over shares of Buhrmann Nederland B.V. between Buhrmann II B.V. and Deutsche Bank AG London


 


(e)           Pledge
over shares of Buhrmann Nederland Holding B.V. between Buhrmann Nederland B.V. and Deutsche Bank AG London


 


(f)            Pledge
over shares of Buhrmann Financieringen B.V. between the Parent and Deutsche Bank AG London


 


(g)           Pledge
over shares of Buhrmann Fined B.V. between Buhrmann II B.V. and Deutsche Bank AG London


 


(h)           Pledge
over shares of Tetterode-Nederland B.V. between Buhrmann Nederland Holding B.V. and Deutsche Bank AG London


 


(i)            Pledge
over shares of Veenman 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 of Buhrmann 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 Buhrmann
Europcenter N.V. and Deutsche Bank AG London


 


2.             Pledge
of Shares


 


Pledge over shares of Buhrmann Europcenter
N.V. between Buhrmann Luxembourg
S.A.R.L. and Deutsche Bank AG London


 


204

















 


SECTION D - LUXEMBOURG


 


1.             Pledge
over Shares


 


Pledge over shares of Buhrmann Silver SA
between Buhrmann Luxembourg S.A.R.L. and
Deutsche Bank AG London


 


SECTION E - AUSTRALIA


 


1.             Share
Mortgage


 


Share Mortgage of Corporate Express Australia
Limited between Buhrmann International BV and Deutsche Bank AG London


 


205

















PART IV - CONDITIONS SUBSEQUENT DOCUMENTS


 


SECTION A - Conditions Subsequent to be
satisfied by 31 January 2004


 


1.             Real
Property in the U.S.


 


(a)           fully
executed counterparts of the Security Documents creating or purporting to
create a good and insurable lien over such of the Real Property located in the
U.S. owned by the Borrower or any of its Subsidiaries (each as specified in the
relevant Security Document (as set out in paragraph 3 of Section A of Part
III of Schedule 3 (Mortgage over Real
Property in U.S.A.), each a “Mortgaged
Property”), together with evidence that counterparts of such
Mortgages, together with such certificates, affidavits, questionnaires or
returns as shall be required in connection with the recording or filing
thereof, have been delivered to the title insurance company insuring the Lien
of such Security Document for recording in all places to the extent necessary
or, in the reasonable opinion of the Security Trustee desirable, to effectively
create a valid and enforceable first priority mortgage lien, subject only to
Permitted Encumbrances (as defined in each relevant Security Document), on such
Mortgaged Property described therein in favour of the Security Trustee (or such
other trustee as may be required or desired under local law) for the benefit of
the Finance Parties;


 


(b)           with
respect to the Mortgaged Properties, such consents, approvals, amendments,
supplements, estoppels, tenant subordination agreements or other instruments as
shall be reasonably deemed necessary by the Security Trustee in order for the
owner or holder of the fee or leasehold interest constituting the Mortgaged
Properties to grant the Lien contemplated by the Mortgage with respect to the
Mortgaged Properties;


 


(c)           mortgage
title insurance policy (the “Mortgage
Policies”) insuring the relevant Security Document on each Mortgaged
Property issued by a title insurer reasonably satisfactory to the Security
Trustee and in amounts satisfactory to the Security Trustee and insuring the
Security Trustee that the relevant Security Document on the Mortgaged
Properties referred to in paragraphs 3(a), (b), (c), (d)(i) and (g) of
Section A of Part III of Schedule 3 (Security
Documents) (each a “Title
Insurance Property”) is a valid and enforceable mortgage lien on
such Title Insurance Property and the fixtures described therein, free and
clear of all defects and encumbrances except Permitted Encumbrances, and such
Mortgage Policies shall otherwise be in form and substance reasonably satisfactory
to the Security Trustee and shall include, to the extent available in the
applicable jurisdiction, supplemental endorsements (including, without
limitation, endorsements relating to future advances under this Agreement,
usury, first loss, last dollar, zoning, contiguity, revolving credit, doing
business, public road access, survey (for the Real Property located at
Broomfield, CO only), variable rate, environmental lien and so-called
comprehensive coverage over covenants and restrictions and for any other
matters that the Security Trustee in its discretion may reasonably request) and
shall not include the “standard” title exceptions, a survey exception (for the
Real Property located at Broomfield, CO only) or an exception for mechanics’
liens, and shall provide for affirmative insurance as the Security Trustee in
its discretion may reasonably request but may include a survey exception (other
than for Broomfield, CO).  In addition,
for Mortgaged Properties other than Title Insurance Properties, the Borrower
shall provide title reports showing status of title reasonably satisfactory to
the Security Trustee;


 


206

















 


(d)           with
respect to each Mortgaged Property for which a Mortgaged Policy is to be obtained,
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 the Mortgage Policy referred to in paragraph (c) above;


 


(e)           evidence
reasonably acceptable to the Security Trustee of payment by the Borrower of all
Mortgage Policy premiums, search and examination charges, and related charges,
mortgage recording taxes, fees, charges, costs and expenses required for the
recording of the Mortgages and issuance of the Mortgage Policies;


 


(f)            flood
certificates covering each Mortgaged Property in form and substance acceptable
to the Security Trustee, and certifying whether or not a Mortgaged Property is
located in a flood hazard area, as determined by reference to the applicable
FEMA map; and


 


(g)           opinions
of local counsel to the Agent and the Arrangers reasonably satisfactory to the
Agent practicing in those jurisdictions in which Real Properties located in the
U.S. are subject or intended to be subject to a Security Document, such
opinions (i) shall cover the perfection of the security interests and/or liens
granted pursuant to the relevant Security Documents and such other matters
incident to the transactions contemplated herein as the Agent may reasonably
request and (ii) shall be in form and substance reasonably satisfactory to the
Agent, in each case addressed to the Finance Parties.


 


2.             Stamp
Duty


 


Evidence satisfactory to the Agent that all stamp duty and other
relevant taxes payable under or in connection with any of the Finance Documents
have been or as the case may be, will be paid within the time period prescribed
by applicable law and without incurring any penalties.


 


207

















 


SECTION B - Conditions Subsequent to be
satisfied within 3 months of the Initial Borrowing Date


 


1.             Landlord Lender Agreements


 


The Borrower shall use reasonable efforts to cause the Security Trustee
to receive fully executed landlord waivers and/or bailee agreements in respect
of the following Leaseholds of the relevant Obligor, each of which
Landlord-Lender Agreements shall be in form and substance reasonably
satisfactory to the Security Trustee:


 


(a)           Manufacturing
sites over 75,000 sq. ft.


 


14601 W. 99th Street, Lenexa, KS (100,940)


 


6504 E. 44th Street, 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, Suite 104, Memphis, TN (126,564)


 


2230 Avenue J, Arlington, TX (134,016)


 


6400 Hollister Road, Houston, TX (220,000)


 


4320 North 124th Street, Wauwatosa, WI (113,700)


 


1400 North Price Road, Olivette, MO (150,000)


 


3900 South American Way, Idaho Falls ID (90,310)


 


208

















 


(c)           Others


 


9319 Peach Palm Ave., Tampa, FL


 


306 Airline Dr., Coppell, TX


 


2.             Control Agreement


 


A control agreement executed by the bank at which the main operating
account of the Group Business in the United States of America is held,
substantially in the form set out in the security agreement referred to in
paragraph 1 of Section A of Part III of Schedule 3 (Security Documents).


 


209

















 


SCHEDULE 4


 


PART I - FORM OF UTILISATION REQUEST 

(TERM FACILITIES AND REVOLVING FACILITY)


 


	
  From:

  	
  Buhrmann US 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. as Parent, Buhrmann US Inc. as Borrower, the parties named
therein as Original Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V.
as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG London as
Security Trustee and the financial and other institutions named in it as
Lenders. Terms defined in the Facilities Agreement shall have the same meaning
in this request.


 


We give you this irrevocable notice that, pursuant to the Facilities
Agreement, we wish [the Lenders/name of L/C Bank]
to [make
an Advance/issue a Documentary Credit] on the following terms:


 


(a)           Facility
to be used: [A/B1/B2/Revolving/Incremental Term Facility]


 


(b)           Euro
Amount: [in relation to the A
Facility] €120,000,000/[in relation to the B1 Facility] €305,000,000/[in relation to the B2 Facility] €50,000,000/[in
relation to the Revolving Facility][Euro
Amount: €[        ] [in relation to the Incremental Term Facility][Euro Amount: €[  ]]


 


(c)           Currency: [        ]


 


(d)           Interest
Period/Term/Expiry Date: [        ]
month[s]


 


(e)           Proposed
date of [Advance/issue
of Documentary Credit]: [        ]
(or if that day is not a Business Day, the next Business Day)


 


We confirm that, at the date of this Utilisation Request, [the Repeating Representations are true and
no Event of Default is continuing or would result from the Rollover Advance to
which this Utilisation Request relates]/[the Repeating Representations are true and
no Default is continuing or would result from the [Advance/issue of the
Documentary Credit] to which this Utilisation Request relates].*


 


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


 












*              Use
first option for Rollover Advances.


 


Use
second option for other Advances/Documentary Credits.


 


 


210

















 


attached to this Agreement and delivered to such Beneficiary at [insert
address]. 
The purpose for which the Documentary Credit is requested to be issued
is [insert
details]].


 


	
  Yours faithfully

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  for and on behalf of

  
	
   

  
	
  Buhrmann US
  Inc.

  



 


211

















 


PART II - FORM OF UTILISATION REQUEST
(SWINGLINE FACILITY)


 


	
  From:

  	
  Buhrmann US 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. as Parent, Buhrmann US Inc. as Borrower, the parties named
therein as Original Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V.
as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG London as
Security Trustee and the financial and other institutions named in it as
Lenders. Terms defined in the Facilities Agreement shall have the same meaning
in this request.


 


We give you this irrevocable notice that, pursuant to the Facilities
Agreement, we wish a Swingline Facility Advance to be made to us on the
following terms:


 


(a)           Amount:
€[        ]/$[        ]


 


(b)           Term: [        ]
month[s]


 


(c)           Proposed
date of Swingline Facility  Advance:
[        ]
(or if that day is not a Business Day, the next Business Day)


 


We confirm that, at the date of this Utilisation Request, the Repeating
Representations are true and no Default is continuing or would result from the Swingline Facility Advance to which
this 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.

  



 


212

















 


PART III - FORM OF INCREMENTAL TERM FACILITY
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 time
amended, varied, novated or supplemented, the “Facilities Agreement”) dated 23 December 2003 whereby
certain facilities in a maximum aggregate amount of €730,000,000 were
made available to Buhrmann US Inc. as Borrower under the guarantee of the
Original Guarantors, by a group of banks and other financial institutions on
whose behalf Deutsche Bank AG London acted as Agent in connection
therewith.  Unless otherwise defined
herein, capitalised terms used herein shall have the respective meanings set
forth in the Facilities Agreement.


 


Each party (each an “Incremental Term
Facility Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to
provide the Incremental Term Facility Commitment set forth opposite its name on
Annex I attached hereto (for each such Incremental Term Facility Lender, its “Incremental Term Facility Commitment”).  Each Incremental Term Facility Commitment
provided pursuant to this Agreement shall be subject to all of the terms and
conditions set forth in the Facilities Agreement, including, without
limitation, Clause 4 (Utilisation)
and Clause 7 (Uncommitted Incremental
Facilities) thereof.


 


Each Incremental Term Facility Lender and the Agent acknowledge and
agree that the Incremental Term Facility Commitments provided pursuant to this
Agreement shall constitute Incremental Term Facility Commitments of the
respective Tranche specified in Annex I attached hereto and, upon the
incurrence of Incremental Term Facility Advances pursuant to such Incremental
Term Facility Commitments, shall constitute Incremental Term Facility Advances
under such specified Tranche for all purposes of the Facilities Agreement and
the other applicable Finance Documents.


 


Each Incremental Term Facility Lender, the Borrower and the Agent
further agrees that, with respect to the Incremental Term Facility Commitment
provided by each Incremental Term Facility Lender pursuant to this Agreement,
such Incremental Term Facility Lender shall receive from the 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 of which fees shall be
due and payable to such Incremental Term Facility Lender on the terms and
conditions set forth in each such separate agreement.


 


Furthermore, each of the parties to this Agreement hereby agree to the
terms and conditions set forth on Annex I hereto in respect of each Incremental
Term Facility Commitment provided pursuant to this Agreement.


 


213

















 


Each Incremental Term Facility Lender party to this Agreement, to the
extent 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 the
other Finance Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Agreement and
to become a Lender under the Facilities Agreement, (ii) agrees that it will,
independently and without reliance upon the Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Facilities Agreement and the other Finance Documents, (iii) appoints and
authorises the Agent and the Security Trustee to take such action as agent on
its behalf and to exercise such powers under the Facilities Agreement and the
other Finance Documents as are delegated to the Agent and the Security Trustee,
as the case may be, by the terms thereof, together with such powers as are
reasonably incidental thereto and (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Facilities Agreement and the other Finance Documents are required to be
performed by it as a Lender.


 


Upon the date of (i) the execution of a counterpart of this Agreement by
each Incremental Term Facility Lender, the Agent, the Borrower and each
Obligor, (ii) the delivery to the Agent of a fully executed counterpart
(including by way of facsimile) hereof, (iii) the payment of any fees then due
and payable in connection herewith and (iv) the satisfaction of any other
conditions precedent set forth in paragraph 10 of Annex I hereto (the “Agreement Effective Date”), each
Incremental Term Facility Lender party hereto (i) shall be obligated to make
the Incremental Term Facility Advances provided to be made by it as provided in
this Agreement on the terms, and subject to the conditions, set forth in the
Facilities Agreement and in this Agreement and (ii) to the extent provided in
this Agreement, shall have the rights and obligations of a Lender thereunder
and under the other applicable Finance Documents.


 


The Borrower acknowledges and agrees that (i) it shall be liable for all
Incremental Term Facility Outstandings provided hereby including, without
limitation, all Incremental Term Facility Advances made pursuant thereto and
(ii) all such Facilities Obligations shall be entitled to the benefits of the
respective Security Documents and the Guarantee as, and to the extent, provided
in the Facilities Agreement and in such other Finance Documents.


 


Each Obligor acknowledges and agrees that all Facilities Obligations
with respect to the Incremental Term Facility Commitments provided hereby and
all Incremental Term Facility Advances made pursuant thereto shall (i) be fully
guaranteed pursuant to the Guarantee and (ii) be entitled to the benefits of
the 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’s
certificates, board of director resolutions and good standing certificates of
the 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 an
opinion] [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 the
Facilities Agreement.


 


Attached hereto as Annex IV is the officer’s certificate required to be
delivered pursuant to paragraph (b)(iv) of Clause 7.1 (Incremental Term Facility Commitment Agreement)
of the


 


214

















 


Facilities Agreement certifying that the conditions set forth in
paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility Commitments) of the Facilities
Agreement have been satisfied.


 


[Attached
hereto as Annex V is the officer’s certificate required to be delivered
pursuant to paragraph (b)(iv) of Clause 7.1 (Incremental
Term Facility Commitment Agreement) of the Facilities Agreement
certifying that the conditions set forth in paragraphs (a)(i)(B) and (C) of
Clause 7.1 (Incremental Term Facility
Commitments) of the Facilities Agreement have been satisfied
(together with calculations demonstrating same (where applicable) in reasonable
detail 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 the
space provided below, and returning one copy of same to us before the close of
business on [                                 ].
If you do not so accept this Agreement by such time, our Incremental Term
Facility Commitments set forth in this Agreement shall be deemed cancelled.


 


After the execution and delivery to the Agent of a fully executed copy
of this Agreement (including by way of counterparts and by facsimile transmission)
by the parties hereto, this Agreement may only be changed, modified or varied
by written instrument in accordance with the requirements for the modification
of Finance Documents pursuant to Clause 45 (Amendments)
of the Facilities Agreement.


 


In the event of any conflict between the terms of this Agreement and
those of the Facilities Agreement, the terms of the Facilities Agreement shall
control.


 


*****


 












(1)           Insert
this paragraph if any Incremental Term Facility Advances are to be incurred on
the Agreement Effective Date.  In
addition, this condition needs to be satisfied for each Incremental Term
Facility Advance Utilisation Date.


 


215

















 


This agreement shall be governed in accordance
with, 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]

  



 


216

















 


Each Obligor acknowledges and agrees to each the foregoing provisions of
this Incremental Term Facility Commitment Agreement and to the incurrence of
the 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]

  



 


217

















 


TERMS AND CONDITIONS FOR 

INCREMENTAL TERM FACILITY COMMITMENT AGREEMENT


 


Dated [              ]
2[      ]


 


1.             Name and jurisdiction of
Borrower:(2)


 


2.             Applicable Currency
for the respective Tranche of Incremental Term Facility Advances:(3)


 


3.             Incremental Term
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.             Designation of
Tranche of Incremental Term Facility Commitments (and Incremental Term Facility
Advances to be funded thereunder)(5):


 


5.             Indicate whether
the Incremental Term Facility Commitments to be provided hereunder are to be
single draw commitments or multiple draw commitments and the date or dates by
which such commitments must be utilised by:(6)


 


6.             Incremental Term Facility
Maturity Date:(7)


 












(2)           Shall
be the Borrower.


 


(3)           Shall
be euros or dollars.


 


(4)           The
aggregate amount of each Tranche of Incremental Term Facility Commitments must
be at least $50,000,000 (or the Euro Amount thereof).


 


(5)           Designate
the respective Tranche for such Incremental Term Facility Commitments or
indicate that it is to be added to (and form part of) the B1 Facility/B2
Facility, provided in the case that the Incremental Term Facility Commitments
to be provided pursuant to this Agreement are to be added to (and form a part
of) the B1 Facility/B2 Facility and the currency for such Incremental Term
Facility Commitments shall be the same as for the B1 Facility/B2 Facility.


 


(6)           Date
cannot be later than Final Maturity Date of the B Facilities.


 


(7)           Insert
Final Maturity Date for the Incremental Term Facility Advances to be incurred
pursuant to the Incremental Term Facility Commitments provided hereunder,
provided that (i) such Incremental Term Facility Maturity Date shall be no
earlier than the Final Maturity Date of the B Facilities and (ii) in the event
the Incremental Term Facility Commitments to be provided pursuant to this
Agreement are to be added to (and form a part of) the B1 Facility/B2 Facility,
the Incremental Term Facility Final Maturity Date for the Incremental Term
Facility Advances to be incurred pursuant to such Incremental Term


 


218

















 


7.             Dates for, and
amounts of, the Scheduled Repayments of the Incremental Term Facility:(8)


 


8.             Applicable Margins:(9)


 


9.             The proceeds of the
Incremental Term Facility Advances to be provided hereunder are to be used
for:(10)


 


10.           Other Conditions
Precedent:(11)


 


11.           Notices:(12)


 


12.           Payments:(13)


 


13.           Amount of Incremental Term
Facility Advance:(14)


 


14.           Minimum voluntary
prepayment amount under Clause 12 (Voluntary
Prepayment) of the Facilities Agreement:(15)


 












Facility
Commitments, shall be the same Final Maturity Date as for the B1 Facility/B2
Facility, as the case may be.


 


(8)           Set forth the dates for
Scheduled Repayments of the Incremental Term Facility and the principal amount
(expressed as a numerical amount or as a percentage of the aggregate amount of
Incremental Term Facility Advances to be incurred pursuant to the Incremental
Term Facility Commitments provided hereunder), provided that (i) to the extent
the Incremental Term Facility Commitments being provided hereunder constitute a
new Tranche of Incremental Term Facility, the Weighted Average Life to Maturity
of such new Tranche shall be no less than the Weighted Average Life to Maturity
as then in effect for the B1 Facility/B2 Facility and (ii) in the event the
Incremental Term Facility Commitments to be provided hereunder are to be added
to (and form a part of) the B1 Facility/B2 Facility, (x) the Scheduled
Repayments for such Incremental Term Facility Advances shall be the same (on a
proportionate basis) as is theretofore applicable to the B1 Facility/B2
Facility to which such new Incremental Term Facility Advances are being added
and (y) such Incremental Term Facility Advances shall have the same Scheduled
Repayment Dates.


 


(9)           Insert the Applicable
Margins that shall apply to the Incremental Term Facility Advances being
provided hereunder, provided in the event the Incremental Term Facility
Commitments to be provided hereunder are to be made under (and form a part of)
the B1 Facility/B2 Facility, the Incremental Term Facility Advances to be
incurred pursuant to such Incremental Term Facility Commitments shall have the
same Applicable Margins applicable to the B1 Facility/B2 Facility.


 


(10)         Designate the specific
use of the proceeds of the applicable Incremental Term Facility Advances as
provided in Clause 2.2(d) (Purpose)
of the Facilities Agreement.


 


(11)         Insert any additional
conditions precedent which may be required to be satisfied prior to the
Agreement Effective Date.


 


(12)         Notice relating to
Incremental Term Facility Advances incurred by the Borrower shall be as
required in accordance with Clause 42.2 (Giving
Notice) of the Facilities Agreement.


 


(13)         Payments relating to
Incremental Term Facility Advances incurred by the Borrower shall be as
required in accordance with Clause 35.1 (Payment
to Agent) of the Facilities Agreement. 


 


(14)         The Agent shall designate
the amount for the respective Tranche of Incremental Term Facility Advances,
which amount shall be no less than $50,000,000 (or its equivalent in euros). 


 


219

















 


[15.          The
Borrower agrees to pay compensation as, and to the extent, provided in the last
paragraph (c) (Constitution of each Tranche
of Incremental Term Facility) of Clause 7.1 (Incremental Term Facility) of the
Facilities Agreement.](16)


 












(15)         The Agent shall designate
the minimum amount for partial voluntary prepayments pursuant to Clause 12 (Voluntary Prepayment) of the Facilities
Agreement for the respective Tranche of the Incremental Term Facility. 


 


(16)         Insert if the respective
Incremental Term Facility Commitments are to be added to (and form a part of)
the B1 Facility/B2 Facility and to the extent any related breakage type
compensation is agreed to be paid by the Borrower.  


 


220

















 


PART IV - FORM OF INCREMENTAL REVOLVING
FACILITY 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 time
amended, varied, novated or supplemented, the “Facilities Agreement”) dated 23 December 2003 whereby
certain facilities in a maximum aggregate amount of €730,000,000 were
made available to Buhrmann US Inc. as Borrower under the guarantee of the
Original Guarantors, by a group of banks and other financial institutions on
whose behalf Deutsche Bank AG London acted as Agent in connection
therewith.  Unless otherwise defined
herein, capitalised terms used herein shall have the respective meanings set
forth in the Facilities Agreement.


 


Each party (each an “Incremental
Revolving Facility Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to
provide the Incremental Revolving Facility Commitment set forth opposite its
name on Annex I attached hereto (for each such Incremental Revolving Facility
Lender, its “Incremental Revolving Facility
Commitment”).  Each
Incremental Revolving Facility Commitment provided pursuant to this Agreement
shall be subject to all of the terms and conditions set forth in the Facilities
Agreement, including, without limitation, Clause 4 (Utilisation) and Clause 7 (Uncommitted
Incremental Facilities) thereof.


 


Each Incremental Revolving Facility Lender and the Agent acknowledge and
agree that the Incremental Revolving Facility Commitments provided pursuant to
this Agreement shall constitute Incremental Revolving Facility Commitments and,
upon the incurrence of Revolving Facility Advances pursuant to such Incremental
Revolving Commitments, shall constitute Revolving Facility Advances for all
purposes of the Facilities Agreement and the other applicable Finance
Documents.


 


Each Incremental Revolving Facility Lender, the Borrower and the Agent
further agrees that, with respect to the Incremental Revolving Facility
Commitment provided by each Incremental Revolving Facility Lender pursuant to
this Agreement, such Incremental Revolving Facility Lender shall receive from
the 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 of
which fees shall be due and payable to such Incremental Revolving Facility
Lender on the terms and conditions set forth in each such separate agreement.


 


Furthermore, each of the parties to this Agreement hereby agree to the
terms and conditions set forth on Annex I hereto in respect of each Incremental
Revolving Facility Commitment provided pursuant to this Agreement.


 


221

















 


Each Incremental Revolving Facility Lender party to this Agreement, to
the extent 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 the other Finance Documents, together with copies of the financial
statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Agreement and to become a Lender under the Facilities Agreement, (ii)
agrees that it will, independently and without reliance upon the Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Facilities Agreement and the other Finance
Documents, (iii) appoints and authorises the Agent and the Security Trustee to
take such action as agent on its behalf and to exercise such powers under the
Facilities Agreement and the other Finance Documents as are delegated to the
Agent and the Security Trustee, as the case may be, by the terms thereof,
together with such powers as are reasonably incidental thereto and (iv) agrees
that it will perform in accordance with their terms all of the obligations
which by the terms of the Facilities Agreement and the other Finance Documents
are required to be performed by it as a Lender.


 


Upon the date of (i) the execution of a counterpart of this Agreement by
each Incremental Revolving Facility Lender, the Agent, the Borrower and each
Obligor, (ii) the delivery to the Agent of a fully executed counterpart
(including by way of facsimile) hereof, (iii) the payment of any fees then due
and payable in connection herewith and (iv) the satisfaction of any other
conditions precedent set forth in paragraph 10 of Annex I hereto (the “Agreement Effective Date”), each
Incremental Revolving Facility Lender party hereto (i) shall be obligated to
make the Revolving Facility Advances provided to be made by it as provided in
this Agreement on the terms, and subject to the conditions, set forth in the
Facilities Agreement and in this Agreement and (ii) to the extent provided in
this Agreement, shall have the rights and obligations of a Lender thereunder
and under the other applicable Finance Documents.


 


The Borrower acknowledges and agrees that (i) it shall be liable for all
Incremental Revolving Facility Outstandings provided hereby including, without
limitation, all Revolving Facility Advances made pursuant thereto and (ii) all
such Facilities Obligations (including all such Revolving Facility Advances)
shall be entitled to the benefits of the respective Security Documents and the
Guarantee as, and to the extent, provided in the Facilities Agreement and in
such other Finance Documents.


 


Each Obligor acknowledges and agrees that all Facilities Obligations
with respect to the Incremental Revolving Facility Commitments provided hereby
and all Revolving Facility Advances made pursuant thereto shall (i) be fully
guaranteed pursuant to the Guarantee and (ii) be entitled to the benefits of
the 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’s
certificates, board of director resolutions and good standing certificates of
the 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 [insert
name or names of counsel, including in-house counsel, who will be delivering
opinions], counsel to the Borrower, delivered pursuant to Clause 7.2 (b)(ii) of
the Facilities Agreement.


 


222

















 


Attached hereto as Annex IV is the officer’s certificate required to be
delivered pursuant to paragraph (b) (iv) of Clause 7.2 (Incremental Revolving Facility Commitment Agreement)
of the Facilities Agreement certifying that the conditions set forth in
paragraph (a)(i) of Clause 7.2 (Incremental
Revolving Facility Commitments) of the Facilities Agreement have
been satisfied.


 


You may accept this Agreement by signing the enclosed copies in the
space provided below, and returning one copy of same to us before the close of
business on [                                 ].
If you do not so accept this Agreement by such time, our Incremental Revolving
Facility Commitments set forth in this Agreement shall be deemed cancelled.


 


After the execution and delivery to the Agent of a fully executed copy
of this Agreement (including by way of counterparts and by facsimile
transmission) by the parties hereto, this Agreement may only be changed,
modified or varied by written instrument in accordance with the requirements
for the modification of Finance Documents pursuant to Clause 45 (Amendments) of the Facilities Agreement.


 


In the event of any conflict between the terms of this Agreement and
those of the Facilities Agreement, the terms of the Facilities Agreement shall
control.


 


*****


 


223

















 


This agreement shall be governed in accordance
with, 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]

  



 


224

















 


Each Obligor acknowledges and agrees to each the foregoing provisions of
this Incremental Facility Commitment Agreement and to the incurrence of the
Revolving 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]

  



 


225

















 


TERMS AND CONDITIONS FOR 

INCREMENTAL REVOLVING FACILITY COMMITMENT AGREEMENT


 


Dated [               ]
2[      ]


 


1.             Name and jurisdiction of
Borrower:(17)


 


2.             Incremental
Revolving 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 Conditions
Precedent:(19)


 


4.             Notices:(20)


 


5.             Payments:(21)


 


6.             Amount of Revolving Facility
Advance:(22)


 


7.             Minimum voluntary
prepayment amount under Clause 12 (Voluntary
Prepayment) of the Facilities Agreement:(23)


 












(17)         Shall be
the Borrower.


 


(18)         The
aggregate 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)         Insert
any additional conditions precedent which may be required to be satisfied prior
to the Agreement Effective Date.


 


(20)         Notice
relating to Revolving Facility Advances incurred by the Borrower shall be as
required in accordance with Clause 42.2 (Giving
Notice) of the Facilities Agreement.


 


(21)         Payments
relating to Revolving Facility Advances incurred by the Borrower shall be as
required in accordance with Clause 35.1 (Payment
to Agent) of the Facilities Agreement. 


 


(22)         The
Agent shall designate the amount for the respective Revolving Facility
Advances, which amount shall be no less than €1,000,000 (or its equivalent in
euros). 


 


(23)         The
Agent shall designate the minimum amount for partial voluntary prepayments
pursuant to Clause 12 (Voluntary Prepayment)
of the Facilities Agreement for the Revolving Facility. 


 


226

















 


SCHEDULE 5

SECURITY TRUSTEE PROVISIONS


 


PART I - Supplementary Security Trustee
Provisions


 


In this Schedule any reference to the Security Trustee’s Rights is
a reference to the rights, powers, authorities, discretions, privileges and
immunities (a) which gratuitous trustees have or may have in England (referred
to below as the Security Trustee’s “Rights”)
and (b) which (by way of supplement to the Trustee Act 1925 and the Trustee Act
2000), are set out below.


 


1.             The Security
Trustee may (without any responsibility for any resulting loss) rely on:


 


(a)           any communication,
certificate, legal opinion or other document believed by it to be genuine and
correct and to have been signed by, or with the authority of, the proper person;


 


(b)           any statement made
by a director, officer, partner or employee of any person regarding any matters
which may reasonably be assumed to be within his knowledge or within his power
to verify; and


 


(c)           a certificate
signed by any one or more persons which, or each of which, is believed by it to
be a director or other duly authorised officer of an Obligor or 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 or expedient or as to any
other fact or matter upon which the Security Trustee may require to be
satisfied and shall not be responsible for any loss that may be occasioned by
its relying on any such certificate.


 


2.             The Security
Trustee may obtain and pay for such legal or other expert advice or services as
it may consider necessary or desirable and may rely on the opinion or 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 be responsible for any loss
resulting from such reliance.


 


3.             Any opinion, advice
or information on which the Security Trustee relies or intends to rely may be
sent or communicated by letter, telex message, facsimile transmission,
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 or information
contains some error or is not authentic.


 


4.             The Security
Trustee may retain for its own benefit, without liability to account to any
other person, any fee or other sum received by it for its own account.


 


5.             The Security
Trustee may accept deposits from, lend money to or provide advisory or other
services to or engage in any kind of banking or other business with any Obligor
or any Finance Party or a subsidiary or associated company of any of them and
may do so without any obligation to account to or disclose any such arrangements
to any person.


 


227

















 


6.             The Security
Trustee may exercise any of its Rights and perform any of its duties,
obligations and responsibilities under this Agreement or any of the Security
Documents through its employees or through paid or unpaid agents, which may be
corporations, partnerships or individuals (whether or not lawyers or other
professional persons), and shall not be responsible for any misconduct or
omission on the part of, or be bound to supervise the proceedings or acts of,
any such employee or agent.  Any such
agent which is engaged in any profession or business shall be entitled to
charge and be paid all usual fees, expenses and other charges for its services.


 


7.             The Security
Trustee may at any time and from time to time delegate, whether by power of
attorney or otherwise, to any persons all or any of its Rights and the rights,
powers and discretions which are for the time being exercisable by the Security
Trustee under any of the Security Documents. 
Any such delegation may be made upon such terms and conditions
(including the power to sub-delegate with the consent of the Security Trustee)
as the Security Trustee may think fit. 
The Security Trustee shall not be in any way be liable or responsible to
any Obligor, any Finance Party or any other person for any loss or damage
arising from any act, default, omission or misconduct on the part of any such
delegate or sub-delegate.


 


8.             Nothing in this
Agreement shall limit the ability of the Security Trustee to exercise any
rights, powers and discretions it may have in its capacity as a Finance Party.


 


9.             The Security
Trustee may refrain from doing anything which would or might in its opinion be
contrary to any law of any jurisdiction or any directive or regulation of any
agency of any state or which would or might otherwise render it liable to any
person and may do anything which is, in its absolute discretion, necessary to
comply with any such Law, directive or regulation.


 


10.           The Security Trustee
shall not be liable for any omission or defect in, or any failure to preserve
or perfect any or all of the Security including, without limitation, any
failure:


 


(a)           to obtain any
licence, consent or other authority required for the execution, delivery, validity,
legality, adequacy, performance, enforceability or admissibility in evidence of
any Security Document;


 


(b)           to register or
submit for registration any Security Document or other document or any security
created thereby, or to file or caused to be entered any notice, caution or
other entry, in any applicable register or with any applicable agency or
authority;


 


(c)           to require the
deposit with it of any deed or document certifying, evidencing or constituting
the title of any Obligor to any or all of the Trust Property; or


 


(d)           to require any
further assurances in relation to any of the Security.


 


11.           The Security
Trustee may accept without enquiry such evidence of title as any Obligor may
have to any or all of the Trust Property and shall not be liable for any
failure or omission to ascertain or investigate the title of any Obligor or any
other person to any or all of the Trust Property.


 


228

















 


12.           The Security
Trustee and every receiver and/or manager, delegate, sub-delegate, attorney,
agent or other person appointed under this Agreement or any of the Security
Documents may indemnify itself out of the Trust Property against all
proceedings, claims and demands which may be made or taken against it and all costs,
charges, damages, expenses and liabilities which it may suffer or incur unless
suffered or incurred by reason of its own gross negligence or wilful
misconduct.


 


13.           The Security
Trustee may (without any obligation to insure and at the cost and expense of
the Obligors) place this Agreement, any title deeds and other documents
certifying, evidencing or constituting the title to any of the Collateral in
any safe deposit, safe or other receptacle selected by the Security Trustee or
with any bank, financial institution or other company or lawyer or law firm
believed by it to be of good repute. 
The Security Trustee may in its absolute discretion make any such
arrangements as it thinks fit for allowing any Obligor or its lawyers or
auditors or other advisers access to or possession of any such title deeds and
other documents.  The Security Trustee
shall not be responsible for any loss which may result arising out of any such
deposit, access or possession.


 


14.           Pending
appropriation and distribution under Clause 6.3 (Application of Proceeds) of
the Intercreditor Deed and without responsibility for any loss or any reduction
in return which may result from its so doing, the Security Trustee may credit
any sum received, recovered or held by it in respect of the Trust Property in
such a suspense or other account as the Security Trustee thinks fit or invest
or place on deposit such sum in the name of or under the control of the
Security Trustee in any investment for the time being authorised by English law
for the investment by trustees of trust moneys or with such bank or financial
institution (including the Security Trustee) as the Security Trustee may think
fit.  The Security Trustee may at any
time in its absolute discretion vary, exchange, transfer or transpose any such
investments or deposits for or into other such investments or deposits.  Any investment made by the Security Trustee
may, at its discretion, be made or retained in the name of a nominee.


 


15.           The Security
Trustee shall not be obliged to monitor or enquire as to whether or not a
Default has occurred and will not be deemed to have knowledge of the occurrence
of a Default unless it has actual knowledge or express notice thereof.


 


16.           Neither the
Security Trustee nor any of its officers, employees or agents makes, or shall
at any time be deemed to make, any representation or warranty (express or
implied) as to or be responsible or liable to any person for:


 


(a)           the adequacy,
accuracy or completeness of any representation, warranty, statement or information
contained in this Agreement or any Security Document, notice, report or other
document, statement or information circulated, delivered or made to any Finance
Party whether orally or otherwise and whether before, on or after the date of
this Agreement;


 


(b)           the execution,
delivery, validity, legality, priority, ranking, adequacy, performance,
enforceability or admissibility in evidence of this Agreement or any Security
Document or any other document referred to in (a) above or of any security
created thereby or any obligations imposed thereby or assumed thereunder; or


 


229

















 


(c)           anything done or
not done by it or any of them under or in connection with this Agreement or the
Security Documents save in the case of its or their gross negligence, breach of
a Finance Document or wilful misconduct.


 


17.           Where the disposal
of any or all of the Collateral is permitted under or consented to in
accordance with any relevant Finance Document, the Security Trustee shall release
such Trust Property from the Security to which it is subject, but the Security
Trustee shall not give such consent without the prior written consent of or
instructions from the Agent unless the Security Trustee determines that its
giving of such consent will not materially prejudice the interests of the
Finance Parties or any of them.


 


18.           The Security
Trustee shall not have any duty to ensure that any payment or other financial
benefit in respect of any of the Trust Property is duly and punctually paid,
received or collected as and when the same becomes due and payable or to
procure that the correct amounts (if any) are paid or received or to ensure the
taking up of any (or any offer of any) stocks, shares, rights, moneys or other
property paid, distributed, accrued or offered at any time by way of interest,
dividend, redemption, bonus, rights, preference, option, warrant or otherwise
on, or in respect of or in substitution for any of the Trust Property.


 


19.           If instructed by
the Agent, the Security Trustee shall concur with the relevant Obligor and
shall exercise its Rights in making any modification to a Security Document
which (a) relates to administrative matters or is a technical amendment arising
out of a manifest error and (b) would not in the Agent’s opinion materially
prejudice the Finance Parties.


 


20.           The Security
Trustee as between itself and the other parties hereto shall have full power to
determine all questions and doubts arising in relation to any of the provisions
of this Agreement or any Security Document and any such determination shall in
the absence of manifest error, be conclusive and shall bind the Security
Trustee and the other parties hereto.


 


21.           Any consent given
by the Security Trustee for the purposes of this Agreement may be given on such
terms and subject to such conditions (if any) as the Security Trustee may
require.


 


22.           If there is any
conflict between the provisions of this Agreement and any Security Document
with regard to instructions to or other matters affecting the Security Trustee,
this Agreement will prevail.


 


23.           The Security
Trustee shall not (unless required by law or ordered so to do by a court of
competent jurisdiction) be required to (a) to disclose to any Finance Party any
credit or other information (other than information in the Security Trustee’s
possession specifically concerning the Security Documents) with respect to the
financial condition or affairs of any member of the Group or any of their
related entities whether coming into its or any of its affiliates possession
before or on the entry into this Agreement or at any time thereafter or (b) to
request any certificates or other documents from any member of the Group unless
specifically requested to do so by the Agent in accordance with this Agreement
or any of the Security Documents.


 


230

















 


24.           Nothing contained
in this Agreement shall require the Security Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties or the exercise of any right, power, authority or discretion hereunder
if it has grounds for believing the repayment of such funds or adequate
indemnity against, or security for, such risk or liability is not reasonably
assured to it.


 


PART II - Appointment and Retirement of
Security Trustee


 


1.             The Security
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 to the
provisions of this Agreement) such of the Security Trustee’s Rights (including
the right to reasonable remuneration and indemnity), duties and obligations
vested in the Security Trustee by this Agreement or any Security Document as
shall be conferred or imposed by the instrument of its appointment.


 


2.             No more than one
separate Security Trustee or co-Security Trustee may be appointed by the
Security Trustee if no Event of Default has occurred and is continuing unless
the Security Trustee reasonably considers that such appointment is necessary or
desirable for the purpose of exercising its rights under this Agreement or
otherwise due to any requirement, restriction or condition in any applicable
jurisdiction. The Security Trustee shall have power to remove any such separate
Security Trustee or co-Security Trustee for any reason whatsoever.


 


3.             Whenever there
shall be more than one Security Trustee under this Agreement any reference to
“Security Trustee” shall be construed as a reference to each of those trustees.


 


4.             Whenever there
shall be more than two Security Trustees under this Agreement, the majority of
such Security Trustees shall be competent to execute and exercise all the
duties, powers, authorities and discretions vested in the Security Trustee by
this Agreement, the Security Documents and general law.


 


5.             A Security Trustee
may, save as provided below, retire at any time upon giving not less than 30
days’ notice in writing to the Agent without assigning any reason therefor and
without being responsible for the costs occasioned by such retirement.


 


6.             The retirement of a
sole Security Trustee shall not take effect until (i) the appointment of a
successor Security Trustee has been made and accepted by way of execution of an
Accession Notice; and (ii) the Agent is satisfied that all things required to
be done in order that the Security Documents or replacements therefor shall
provide for perfected and enforceable security in favour of the successor
Security Trustee have been done.


 


7.             If such a notice of
resignation has been given and, within 30 days after such notice of
resignation, no successor Security Trustee shall have (i) been appointed by the
Finance Parties and (ii) accepted such appointment, the retiring Security
Trustee, after consultation with the Parent and the Agent, shall have the right
to appoint a successor Security Trustee which shall be a reputable and
experienced bank.


 


231

















 


If a successor to the Security Trustee is appointed under the provisions
of this Schedule above the retiring Security Trustee shall be discharged
from any further obligations under, but shall remain entitled to the benefits
of, this Agreement.


 


232

















 


SCHEDULE 6

ASSOCIATED COSTS RATE


 


1.             On the
first day of each Interest Period or Term (or as soon as possible thereafter)
the Agent shall determine:


 


(a)           for
each Lender the percentage rate per annum for such Interest Period or Term which
is the applicable “Additional Costs Rate”
(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 participation
of each Lender in the Advance to which such Interest Period or Term relates).


 


2.           (a)             The
Additional Costs Rate for a Lender lending from a Facility Office in a
Participating Member State shall be the percentage certified by that Lender to
the Agent as being its reasonable determination of the cost (expressed as a
percentage of that Lender’s participation in all Advances made from that
Facility Office) to such Lender of complying with the minimum reserve
requirements of the European Central Bank in respect of Advances made from that
Facility Office.


 


(b)           The
Additional 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 its
reasonable determination of the cost (expressed as a percentage of that
Lender’s participation in all Advances made from that Facility Office) to such
Lender of complying with the minimum reserve requirements of the Federal
Reserve Bank of New York in respect of Advances made from that Facility Office.


 


3.             The
Additional Costs Rate for a Lender lending from a Facility Office in the United
Kingdom shall be calculated as follows:


 


(a)           In
relation to an Advance denominated in sterling:


 


AB + C(B - D) + E x 0.01      per cent. per annum


100 - (A + C)


 


(b)           In
relation to an Advance denominated in euro or an Optional Currency other than
sterling:


 


E x 0.01                   per cent. per annum


300


 


where:


 


A             is the
percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as
an interest


 


233

















 


free cash ratio deposit with the Bank of England to comply with cash
ratio requirements.


 


B             is the
percentage rate of interest (excluding the Applicable Margin and the Associated
Costs Rate and, if the relevant amount is an Unpaid Sum, the additional rate of
interest specified in Clause 29.2 (Default Rate)), payable for the relevant
Interest Period or Term in respect of the relevant Advance.


 


C             is the
percentage (if any) of Eligible Liabilities which that Lender is required from
time to time to maintain as interest bearing Special Deposits with the Bank of
England.


 


D             is the
percentage rate per annum payable by the Bank of England to that Lender on
interest bearing Special Deposits.


 


E              is
designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and
expressed in pounds per £1,000,000.


 


4.             For
the purposes of this Schedule:


 


(a)           “Eligible Liabilities”  and “Special
Deposits”  have the
meanings given to them from time to time under or pursuant to the Bank of
England 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 FSA
Supervision Manual or such other law or regulation as may be in force from time
to time in respect of the payment of fees for the acceptance of deposits.


 


5.             In
application of the above formulae, A, B, C and D will be included in the
formulae as percentages (i.e. 5 per cent. will be included in the formula as 5
and not as 0.05).  A negative result
obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to 4
decimal places.


 


6.             If
requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate
of charge payable by that Reference Bank to the Financial Services Authority
pursuant to the Fees Rules in respect of the relevant financial year of the
Financial Services Authority (calculated for this purpose by that Reference
Bank as being the average of the Fee Tariffs applicable to that Reference Bank
for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.


 


7.             For
the purposes of paragraph 6 of this Schedule:


 


(a)           “Fee Tariffs”  means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated
fee required pursuant to the Fees Rules but taking into account any applicable
discount rate); and


 


(b)           “Tariff Base”  has the meaning given to it, and is calculated in accordance
with, the Fees Rules.


 


234

















 


8.             Each
Lender shall supply any information required by the Agent for the purposes of
calculating the Additional Costs Rate, including the following information
which such Lender shall provide to the Agent on or before the date on which it
becomes a Lender:


 


(a)           the
jurisdiction of its Facility Office; and


 


(b)           any
other information that the Agent may reasonably require for such purpose,


 


and shall promptly notify the Agent in writing of any change to the
information provided by it pursuant to this paragraph.


 


9.             The
percentages of each Lender for the purpose of A and C above and the rates of
charge of each Reference Bank for the purpose of E above shall be determined by
the Agent based upon the information supplied to it pursuant to paragraphs 6
and 8 above and on the assumption that, unless a Lender notifies the Agent to
the contrary, each Lender’s obligations in relation to cash ratio deposits and
Special Deposits are the same as those of a typical bank from its jurisdiction
of incorporation with a Facility Office in the same jurisdiction as its
Facility Office.


 


10.          The
Agent shall have no liability to any person if any determination by it of an
Additional Costs Rate and/or an Associated Costs Rate over or under compensates
a Lender and shall be entitled to assume that the information provided by any
Lender or Reference Bank pursuant to paragraphs 2, 6 and 8 above is true and
correct in all respects.


 


11.          The
Agent shall distribute amounts received by it in respect of an Interest Period
or Term and attributable to the Associated Costs Rate to the Lenders on the
basis of the Additional Costs Rate for each such Interest Period or Term and
each Lender determined by the Agent pursuant to the provisions of this
Schedule.


 


12.          Any
determination by the Agent pursuant to this Schedule in relation to a
formula, an Additional Costs Rate or an Associated Costs Rate or any amount
payable to a Lender shall, in the absence of manifest error, be conclusive and
binding on all the parties to this Agreement.


 


13.          The
Agent may from time to time, after consultation with the Parent and the
Lenders, specify any amendments which are required to be made to this
Schedule in order to comply with any change in Law, regulation or any
requirements from time to time imposed by the Bank of England, the Financial
Services Authority or the European Central Bank (or, in any case, any other authority
which replaces all or any of their functions) and any such determination shall,
in the absence of manifest error, be conclusive and binding on all the parties
to this Agreement.


 


235

















 


SCHEDULE 7


 


PART
I - FORM OF ACCESSION NOTICE


 


THIS ACCESSION NOTICE is entered into on
[                        ]
by [insert name
of subsidiary] (the “Subsidiary”)
and Buhrmann N.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 made
between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the parties
named therein as Original Guarantors, Deutsche Bank AG London and ABN AMRO Bank
N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG London as
Security Trustee and the financial and other institutions named in it as
Lenders, the Lenders agreed to make certain facilities available to the
Borrower.


 


B             By an
intercreditor deed (the “Intercreditor Deed”)
dated 23 December 2003 and made between the parties named therein (the “Obligors”) as Obligors and Deutsche Bank AG
London as Agent and Security Trustee, the Obligors agreed to subordinate
certain debts and obligations in favour of the Security Trustee.


 


C             The
Parent has requested that the
Subsidiary become an Acceding Guarantor pursuant to Clause 27 (Accession of
New Guarantors) of the Facilities Agreement.


 


NOW THIS DEED WITNESS AS FOLLOWS:


 


1.             Terms defined in
the Facilities Agreement have the same meanings in this Agreement.


 


2.             The
Subsidiary is a company duly organised under the laws of [insert relevant jurisdiction].


 


3.             The
Subsidiary confirms that it has received from the Parent a true and up-to-date
copy of the Facilities Agreement and the other Finance Documents.


 


4.             The
Subsidiary undertakes, upon its becoming a Guarantor, to perform all the
obligations expressed to be undertaken under the Facilities Agreement, the
Intercreditor Deed, and the other Finance Documents by a Guarantor and agrees
that it shall be bound by the Facilities Agreement, the Intercreditor Deed and
the other Finance Documents in all respects as if it had been an original party
to it as an Original Guarantor. [Provided that [make such exceptions as may be
necessary to limit the obligations of an Acceding Guarantor to ensure that such
obligations are enforceable in accordance with applicable Law]].


 


5.             The
Parent confirms (for itself and as Obligors’ Agent for the other Obligors)
that, if the Subsidiary is accepted as an Acceding Guarantor, the Parent’s
guarantee and indemnity obligations and the guarantee and indemnity obligations
of the other Obligors pursuant to Clause 30 (Guarantee and Indemnity) of
the Facilities


 


236

















 


Agreement will apply to all of the obligations of the Subsidiary under
the Finance Documents as an Acceding Guarantor in all respects in accordance
with the terms of the Facilities Agreement as if such Subsidiary had been party
to the Facilities Agreement as an Original Guarantor.


 


6.             The Parent:


 


(a)           repeats
the Repeating Representations; and


 


(b)           confirms
that no Default is continuing or will occur as a result of the Subsidiary
becoming an Acceding Guarantor.


 


7.             The
Subsidiary makes, in relation to itself, the representations and warranties set
out in Clause 22 (Representations and Warranties) of the Facilities Agreement.


 


8.             The
Subsidiary confirms that it has appointed [        ]
of [        ]
to be its process agent for the purposes of accepting service of Proceedings on
it.


 


9.             The
Subsidiary’s administrative details for the purposes of the Facilities
Agreement are as follows:


 


Address:


 


Contact:


 


Telephone No:


 


Fax No:


 


10.          This
Accession Notice and the rights, benefits and obligations of the parties under
this Accession Notice shall be governed by and construed in accordance with
English law.


 


This Accession Notice has been executed as a Deed by the Parent and the
Subsidiary and signed by the Agent on the date written at the beginning of this
Accession 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:

  



 


237

















 


PART
II - ACCESSION DOCUMENTS


 


1.             Corporate Documents


 


In relation to any proposed Acceding Guarantor, a copy of:


 


(a)           its
up-to-date constitutional documents and, if applicable, a good standing
certificate in respect thereof;


 


(b)           a
board resolution of such Acceding Guarantor approving the execution and
delivery of the relevant Accession Notice, its accession to the Facilities
Agreement as a Guarantor (as the case may be) and the performance of its
obligations under the Finance Documents and authorising a named person to sign
such Accession Notice and any other documents to be delivered by it pursuant
thereto;


 


(c)           a duly
completed certificate, of a duly authorised officer of such Acceding Guarantor
in the form of Part II of Schedule 3 (Form of Certificate of Obligor); and


 


(d)           the
latest annual audited financial statements of such Acceding Guarantor available
as at the date of the relevant Accession Notice.


 


2.             Legal Opinions


 


Legal opinions of such legal advisers as may be acceptable to the Agent
acting reasonably as to the relevant Law (including any tax matters applicable
to such Acceding Guarantor).


 


3.             Necessary Authorisations


 


A copy of any Necessary Authorisation as is in the opinion of counsel to
the Lenders necessary to render the Transaction Documents to which such
Acceding Guarantor is (or is to be) party legal, valid, binding and enforceable
to make the Finance Documents to which such Acceding Guarantor is (or is to be)
party admissible in evidence in such Acceding Guarantor’s jurisdiction of incorporation
and (if different) in England and to enable such Acceding Guarantor to perform
its obligations thereunder.


 


4.             Security Documents


 


At least 2 original copies of any Security Documents required by the
Agent duly executed by the proposed Acceding Guarantor together with all
documents required to be delivered pursuant to it.


 


5.             Process Agent


 


Written confirmation from any process agent referred to in the relevant
Accession Notice that it accepts its appointment as process agent.


 


238

















 


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 “Facilities
Agreement”), dated 23 December 2003 and made between Buhrmann
N.V. as Parent, Buhrmann US Inc. as Borrower, the parties named therein as Original Guarantors, Deutsche Bank AG
London and ABN AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent, Deutsche Bank AG London as
Security Trustee and the financial and other institutions named in it as
Lenders.  Terms defined in the
Facilities Agreement 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 other things,
setting out computations to establish compliance with the financial covenants
set out in Clause 24 (Financial Condition) of the Facilities
Agreement.


 


We confirm that the numbers on which those computations are based have
been properly calculated, based on generally accepted accounting standards,
from the Relevant Accounts.  We further
confirm that [we obtained no knowledge insofar as related to accounting matters
of any Default or Event of Default which has occurred or is continuing/insofar
as related to accounting matters, the following [Default]/[Event of Default]
has occurred and is continuing:] [details of
Default/Event of Default].


 


The confirmation contained in this letter is given on the basis of work
carried out as part of the annual audit of the Parent and the Group and no
additional enquiry or investigation has been made relating to the matters
covered by this confirmation.


 


	
  Yours faithfully

  
	
   

  
	
   

  
	
  [Auditors]

  



 


239

















 


PART II - FORM OF DIRECTORS’ COMPLIANCE
CERTIFICATE


 


To:          Deutsche
Bank AG London


 


 


Dear Sirs


 


Certificate dated
[        ] in respect of the period
ended [        ] (the “Certification
Date”)


 


We refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23
December 2003 and made between Buhrmann N.V. as Parent, Buhrmann US Inc. as Borrower, the parties named therein as Original
Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V. as Arrangers,
Deutsche Bank AG London as Agent, Deutsche Bank AG London as Security Trustee
and the financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement
have the same meanings in this Agreement.


 


1.             This
Compliance Certificate is provided in accordance with Clause 23.1(e) (Officer’s Certificates) of the Facilities
Agreement.


 


2.             We, [        ],
being Directors of the Parent as at the Effective Date, confirm on behalf of
the Parent that the financial covenants contained in Clause 24 (Financial
Condition) and the provisions set out in Clause 25.2 (Conduct of Business), 25.7 (Additional Security and Further Assurances),
26.2 (Consolidation, Merger, Purchase or
Sale of Assets, etc.), 26.3 (Restricted
Payments), 26.4 (Indebtedness),
26.5 (Advances, Investments and Loans)
and 26.13 (Assets and EBITDA Attributable to
Qualified Obligors) of the Facilities Agreement have been complied
with as at the Certification Date.


 


3.             Our
confirmation 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 (Restricted Payments), 26.4 (Indebtedness),
26.5 (Advances, Investments and Loans) and 26.13 (Assets and EBITDA
Attributable to Qualified Obligors) and of each element required to determine
by such clause]


 


4.             We further 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:

  



 


240

















 


SCHEDULE 9

GROUP STRUCTURE


 


Buhrmann Structure – the
Netherlands

Holding, staff and dormant companies


 





 












*branch office in United
Kingdom


(1) 1% held by each of
Buhrmann International BV and Plantin SA


 


241

















 


Burhman Structure – the
Netherlands

Operational companies


 





 


242

















 


Buhrmann Structure – Belgium,
France, Luxembourg


 





 












(1)           Buhrmann
Finco B.V. (0.081%)


(2)           49.9%
owned by Buhrmann France S.A. 


(3)           50.1%
owned by Buhrmann International B.V.


(4)           1% is
held by its Managing Partner: Fimaf SNC


(5)           Distriho
B.V. (0.133%)


(6)           Bitupa
B.V. (0.002%)


(7)           1
share with Plantin S.A.


(8)           In
liquidation


(9)           Name
will be changed into Corporate Express Luxembourg

SARL and shares will be transferred to Buhrmann

Luxembourg Finance SARL


 


243

















 


Buhrmann Structure Germany


 





 












(1)           Is to
be merged into Corporate Express Deutscheland GmbH & Co. Vertriebs KG;
still pending pay agreements (Hanno Heber).


(2)           Managing
partner is Buhrmann Holding Verwaltungs GmbH.


(3)           In the
process of being merged into Buhrmann Beteiligungen Deutschland GmbH.


(4)           Managing
partner is Corporate Express Verwaltungs GmbH, kommanditeinlage held by
Buhrmann International BV, festkapital held by Corporate Express Verwaltungs
GmbH


(5)           Managing
partner is Corporate Express Verwaltungs GmbH


 


244

















 


Buhrmann Structure – Austria and
Switzerland


 





 












(1)           In the
process of being merged into Buhrmann Büro Beteiligungs GmbH.


(2)           0.1%
is held by Buhrmann Büro Beteiligungs GmbH.


(3)           Managing
Partner is PSM Internationale Handels GmbH.


 


245

















 


Buhrmann Structure – United
Kingdom and Ireland

(excluding dormant Corporate Express companies)


 





 


Many dormant
companies within the Corporate Express group See attached list.


 












(1)           To be
liquidated.


(2)           0.020%
held by Corporate Express Ltd.


(3)           Uncertainty
regarding legal/beneficiary ownership; to be checked by JB (April 2002)


(5)           Can
only be struck off after 01.01.2003. One share held by Corporate Express (UK)
Ltd.


(6)           Will
be struck off in 2004


(7)           One
share held by Corporate Express (UK) Ltd.


 


246

















 


Buhrmann Structure – Southern
Europe


Italy, Spain, Portugal, Greece


 





 












(1)           Managing
Partner is Buhrmann Spain Holdings SL. 0.1% held by Buhrmannn Spain Holdings
SL.


(2)           5%
owned by OBA-Almelo B.V.


(3)           Dormant.


 


247

















 


Buhrmann Structure – Sweden,
Finland and Poland


 





 












(1)           In the
process of being merged into BK-PAP AB


(2)           In the
process of being merged into Burhmann Sweden AB


 


248

















 


Strictly confidential – for internal use only


 


Buhrmann Structure – Rest of the
World


Central Europe, South East Asia,
South Africa, Antilles


 





 












(1)           In
liquidation.


 


(2)           The
remaining 3.23% are held by Buhrmann Finco B.V.


 


249

















 


Strictly confidential – for internal use only



Buhrmann Structure – USA, Canada and Mexico


 





 












There are also a number of dormant companies
not shown on this chart that are in the process of being liquidated / 

de-registered.


 


(1)           Partnership
of 99% is held by Buhrmann International BV and 1% is held by its Managing
Partner BT OP USA Corp.


 


(2)           The
remaining 50% is held by Corporate Express of Texas, Inc.


 


250

















 


Strictly confidential – for internal use only


Buhrmann Structure –
Australia/New Zealand


 





 












(1)           7.5%
held by Buhrmann International B.V.


 


(2)           will
be liquidated.


 


251

















 


SCHEDULE 10


 


PART I - 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

  	
   

  



 


252

















 


	
  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

  	
   

  



 


253

















 


	
  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

  	
   

  	
  ”

  	
   

  



 


254

















 


	
  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
  Management, Inc.

  	
   

  	
  Delaware SOS

  	
   

  	
  04/11/03

  	
   

  	
  31063976

  	
   

  	
  UCC

  	
   

  	
  UPS Capital
  Corp.

  	
   

  



 


255

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
  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

  	
   

  



 


256

















 


	
  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 Document & Print
  Management, Inc.

  	
   

  	
  Massachusetts,
  SOS

  	
   

  	
  11/02/99

  	
   

  	
  99672013

  	
   

  	
  UCC

  	
   

  	
  Bankers
  Trust Company

  	
   

  



 


257

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
  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
  Management, Inc.

  	
   

  	
  Hinds, MS

  	
   

  	
  11/02/99

  	
   

  	
  381780

  	
   

  	
  UCC

  	
   

  	
  Bankers
  Trust Company

  	
   

  



 


258

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
  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
  Management, Inc.

  	
   

  	
  Iowa SOS

  	
   

  	
  11/02/99

  	
   

  	
  P053053

  	
   

  	
  UCC

  	
   

  	
  Bankers
  Trust Company

  	
   

  



 


259

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
  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

  	
   

  



 


260

















 


	
  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

  	
   

  



 


261

















 


	
  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
  Management, Inc.

  	
   

  	
  North Carolina SOS

  	
   

  	
  05/26/00

  	
   

  	
  20000054086

  	
   

  	
  UCC1

  	
   

  	
  Fleet
  Capital Corporation

  	
   

  



 


262

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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 Document & Print
  Management, Inc.

  	
   

  	
  Franklin
  County, NC Recorder of Deeds

  	
   

  	
  11/02/99

  	
   

  	
  99-1081

  	
   

  	
  UCC1

  	
   

  	
  Bankers
  Trust Company as Collateral Agent

  	
   

  



 


263

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
  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

  	
   

  



 


264

















 


	
  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

  	
   

  



 


265

















 


	
  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

  	
   

  	
  ”

  	
   

  



 


266

















 


	
  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 Office Products, Inc.

  	
   

  	
  Colorado SOS

  	
   

  	
  11/29/84

  	
   

  	
  19872757413

  	
   

  	
  UCC

  	
   

  	
  Colorado
  National Bank of Denver

  	
   

  



 


267

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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

  	
   

  



 


268

















 


	
  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

  	
   

  



 


269

















 


	
  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 Office Products, Inc.

  	
   

  	
  Sebastian,
  AR

  	
   

  	
  05/17/01

  	
   

  	
  01-537A&B

  	
   

  	
  UCC

  	
   

  	
  Bankers
  Trust Company

  	
   

  



 


270

















 


	
  Debtor

  Name

  	
   

  	
  Jurisdiction

  Searched

  	
   

  	
  File

  Date

  	
   

  	
  File
  Number

  	
   

  	
  Type

  	
   

  	
  Secured
  Party

  	
   

  
	
  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

  	
   

  



 


271

















 


	
  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

  	
   

  



 


272

















 


	
  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

  	
   

  	
  ”

  	
   

  



 


273

















 


	
  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


 


Existing
Indebtedness 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


 


InHouseBank
Loans Buhrmann Group


 


	
  Borrower

  	
   

  	
  Lender

  	
   

  	
  Currency

  	
   

  	
  Balance*

  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

  	
   

  



 


274

















 


	
  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


 


Intercompany
Loans 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

  	
   

  



 


275

















 


	
  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

  	
   

  



 


276

















 


	
  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

  	
   

  



 


277

















 


	
  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.


 


278

















 


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.


 


279

















 


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.


 


280

















 


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


 


281

















 


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.


 


282

















 


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


 


283

















 


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


 


284

















 


MacOffice Ltd


 


Restructure
(Vic) Pty Ltd


 


Paperco
Trading Pty Ltd


 


PART
IV - EXISTING PROCEEDINGS


 


Various members of the Group are involved in various routine legal
proceedings incidental to the conduct of its business.  Such members of the Group do not expect
these legal proceedings to have a Material Adverse Effect on its financial
condition or results of operations.


 


In June 2002, the German competition authorities (the Bundeskartellamt or “BKA”) launched an investigation against a
number of German paper merchants, among which was Deutsche Papier Vertriebs
GmbH, alleging a violation of anti-trust rules in Germany.  The potential maximum fine for the alleged
violation is EUR500,000 plus three times the surplus profit resulting from the
violation of the anti-trust rules.  The
fine has not yet been imposed by the BKA and the investigation of the BKA is
still ongoing.  A third party
investigation into the alleged surplus profit in a number of regions
substantiated the position taken by the Buhrmann Group that there has been no
or at the most a minor surplus profit in the challenged period.  As the BKA has recently extended its
investigation to more regions in Germany, it is at this stage not possible to
give an estimate of the potential exposure. 
The Parent has given an indemnity to PaperlinX Ltd, the buyer of Paper
Merchant Division, with respect to this case.


 


285

















 


PART V - 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


 


286

















 


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

  



 


287

















 












* None of these
investments represents a value of more than EUR 2,000,000.


 


288

















 


SCHEDULE 11

FORM OF L/C BANK ACCESSION CERTIFICATE


 


To:          Deutsche Bank AG London


 


cc:           Buhrmann
N.V. and Buhrmann US Inc.


 


From:      [L/C Bank]


 


Date:


 


Dear Sirs


 


1.             We
refer to the €730,000,000 senior facilities agreement (the “Facilities Agreement”) dated 23
December 2003 and made between Buhrmann N.V. as Parent, Buhrmann US Inc.
as Borrower, the parties named therein as Original Guarantors, Deutsche Bank AG
London and ABN AMRO Bank N.V. as Arrangers, Deutsche Bank AG London as Agent,
Deutsche Bank AG London as Security Trustee and the financial and other
institutions named in it as Lenders. Terms defined in the Facilities Agreement
shall have the same meaning in this notice.


 


2.             This
L/C Bank Accession Certificate is delivered pursuant to Clause 5.11 (Appointment
and Change of L/C Bank) of the Facilities Agreement.


 


3.             [Name of L/C
Bank]
undertakes, upon its becoming an L/C Bank, to perform all the obligations
expressed to be undertaken under the Facilities Agreement and the Finance
Documents by an L/C Bank and agrees that it shall be bound by the Facilities
Agreement and the other Finance Documents in all respects as if it 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.             This L/C Bank
Accession Certificate shall be governed by English law.


 


For and on behalf of


 


[Name of L/C
Bank]


 


289

















 


SIGNATORIES


 


	
  THE PARENT

  	
   

  	
   

  
	
  as Parent and as Original Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ 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

  	
   

  
					



 


290

















 


	
  THE
  ORIGINAL GUARANTORS

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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:

  	
  /s/ 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:

  	
  /s/ C. BANGMA

  	
   

  	
  )

  
	
     (ATTORNEY IN FACT)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  BTOPI
  HOLDING (U.S)

  	
  )

  
	
   

  	
   

  
	
  Address:

  	
  Six Parkway North,
  Suite 400

  
	
   

  	
  Deerfield, IL
  60015-2544

  
									



 


291

















 


	
  EXECUTED as a DEED

  	
  )

  
	
  By

  	
  /s/ 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:

  	
  /s/ 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:

  	
  /s/ 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

  	
   

  
						



 


292

















 


	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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:

  	
  /s/ 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:

  	
  /s/ 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

  	
   

  
							



 


293

















 


	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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:

  	
  /s/ 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:

  	
  /s/ 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:

  	
  /s/ C. BANGMA

  	
   

  	
  )

  
	
    (ATTORNEY IN FACT)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  MOORE
  LABELS, INC.

  	
  )

  
	
   

  	
   

  
	
  Address:

  	
  9909 West York St

  	
   

  
	
   

  	
  Wichita, KS 67277

  	
   

  
					



 


294

















 


	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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 C. Bangma

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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 C. Bangma

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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 C. Bangma

  	
   

  
							



 


295

















 


	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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 C. Bangma

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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 C. Bangma

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  B:

  	
  /s/ 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 C. Bangma

  	
   

  
					



 


296

















 


	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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 C. Bangma

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ C. BANGMA

  	
   

  	
  )

  
	
     (AUTHORISED INDIVIDUAL)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  VEENMAN
  B.V.

  	
  )

  
	
  (formerly
  known as Corporate
  Express

  	
  )

  
	
  Document
  Automatisering B.V.)

  	
  )

  
	
   

  	
   

  
	
  Address:

  	
  Hoogoorddreef 62

  	
   

  
	
   

  	
  1101 BE Amsterdam

  	
   

  
	
   

  	
  P.O. Box 23456

  	
   

  
	
   

  	
  1100 DZ Amsterdam

  	
   

  
	
   

  	
  The Netherlands

  	
   

  
	
   

  	
   

  
	
  Fax:

  	
  + 31 20 651 10 17

  	
   

  
	
  Attention:

  	
  Mr C. Bangma

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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

  	
   

  
					



 


297

















 


	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ 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:

  	
  /s/ 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 in
Clause 49 (Jurisdiction) are
hereby expressly agreed to by Buhrmann Luxembourg S.A.R.L. for the purposes,
inter alia, of Article 1 of the Protocol annexed to the Convention on
jurisdiction and enforcement of judgments in civil and commercial matters
signed in Brussels on 27 September 1968.


 


Date 23 December 2003


 


	
  For and on behalf of

  	
   

  
	
  BUHRMANN
  LUXEMBOURG S.A.R.L.

  	
   

  
	
  By:

  	
  /s/ C BANGMA

  	
   

  
	
     (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

  	
   

  
				



 


298

















 


	
  THE ARRANGERS

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG LONDON

  
	
   

  	
   

  
	
  By:

  	
  /s/ RICHARD MUNN

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ ERWIN DE JONG

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ RICHARD MUNN

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JASON BRUHL

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Winchester House

  
	
   

  	
  1 Great Winchester Street

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  
	
  Fax:

  	
  +44 20 7547 1306

  
	
  Attention:

  	
  David Ardron

  



 


299

















 


	
  THE SECURITY TRUSTEE

  
	
   

  
	
  EXECUTED as a DEED

  	
  )

  
	
  By:

  	
  /s/ RICHARD MUNN

  	
  and

  	
  )

  
	
  By:

  	
  /s/ 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:

  	
  /s/ RICHARD MUNN

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ ERWIN DE JONG

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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

  
							



 


300

















 


	
  ING
  BANK N.V.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ F.J.J. BOUMANS

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ R.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:

  	
  /s/ EDDIE MATTHEWS

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ C. DE VRIES

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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

  



 


301

















 


	
  U.S.
  BANK, N.A.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ 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:

  	
  /s/ 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

  



 


302

















 


	
  CREDIT
  INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  
	
  By:

  	
  /s/ A DE GROMARD

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ NICOLAS REGENT

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ MICHAEL MOOSE

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  1900 E 9th
  Street

  
	
   

  	
  Cleveland, Ohio 44114

  
	
   

  	
   

  
	
  Fax:

  	
  +(1) 216 222 0003

  
	
  Attention:

  	
  David Gregory

  



 


303

















 


	
  RAIFFEISEN
  ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT

  
	
   

  	
   

  
	
  By:

  	
  /s/ BARBARA
  ERICSON-PEICHL

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ HERBERT WEYNAND

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ MARGARET BULL

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ AHMED A. MAKSOUD

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Credit Department

  
	
   

  	
  Trafalgar House

  
	
   

  	
  11 Waterloo Place

  
	
   

  	
  London SW1Y 4AU

  
	
   

  	
   

  
	
  Fax:

  	
  +44 (0) 20 7839
  5311

  
	
  Attention:

  	
  Ms M Bull

  



 


304

















 


	
  BANK
  OF MONTREAL

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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:

  	
  /s/ RICHARD MUNN

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JASON BRUHL

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Winchester House

  
	
   

  	
  1 Great Winchester Street

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  
	
  Fax:

  	
  +44 20 7547 1306

  
	
  Attention:

  	
  David Ardron

  



 


305