EXHIBIT 2.23



CONFIDENTIAL



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RESTRUCTURING AGREEMENT



BY AND AMONG



IFCO SYSTEMS N.V.,



SCHOELLER LOGISTIC TECHNOLOGIES HOLDING GMBH,



SCHOELLER LOGISTIC SYSTEMS GMBH



AND



THE CONSENTING NOTEHOLDERS SIGNATORIES HERETO





Dated as of 18 September 2002





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RESTRUCTURING AGREEMENT



RESTRUCTURING AGREEMENT, dated as of 18 September 2002 (this Agreement), among IFCO
SYSTEMS N.V., a Netherlands public company (the Company), SCHOELLER LOGISTIC TECHNOLOGIES HOLDING GMBH, a German limited liability company (SLT), SCHOELLER LOGISTIC SYSTEMS GMBH, a German limited liability
company (SLS), and each of the Noteholders (as defined herein) signatory to this Agreement (each, a Consenting Noteholder and collectively, the Consenting Noteholders).



W I T N E S S E T H :



WHEREAS, the Company has issued EUR 200,000,000 10.625%
Senior Subordinated Notes due 2010 (the Notes);



WHEREAS, on 27 June 2002, the Company, SLT, SLS and an Ad Hoc Committee of Noteholders (the Ad Hoc Committee) agreed to the principal terms of the Restructuring (as defined herein) of the Company as
set out in the term sheet attached as Schedule A to this Agreement (the Term Sheet);



WHEREAS, the Company, SLT, SLS and Consenting Noteholders have agreed to implement the Restructuring which shall involve, among
other things, cancellation of the Notes (including all principal, premium and accrued interest thereon) of Consenting Noteholders in consideration for the issuance of ordinary shares of the Company (Ordinary Shares) for the
benefit of the Consenting Noteholders, representing 90% of the ordinary share capital of the Company immediately following the Restructuring (the Restructuring Shares), in accordance with the terms and subject to the conditions
set forth in this Agreement;



WHEREAS, the
parties hereto have agreed to use their reasonable best efforts to complete the Restructuring Steps (as defined herein), on the terms and subject to the conditions set forth in this Agreement, as quickly as practical, and in any event no later than
the Termination Date (as defined herein);



WHEREAS, in order to implement the Restructuring, the Company, SLT, SLS and each of the Consenting Noteholders have agreed, on the terms and subject to the conditions set forth in this Agreement, to support the Restructuring
and to perform such partys other obligations under this Agreement;



WHEREAS,capitalized terms used in this Agreement are defined in Section 9.1 hereof; and



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:



ARTICLE I



CONDITION PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT



It is a condition precedent to the obligation of all parties to this Agreement that on or prior to 5 p.m. London time on Wednesday, 25 September 2002, this Agreement shall have been executed and
delivered by each of the following: (i) Consenting Noteholders representing at least 75% of the total value of all claims of the holders of the Notes, (ii) SLT, (iii) SLS and (iv) the Company.



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ARTICLE II



OBLIGATIONS OF THE PARTIES IN THE
RESTRUCTURING



2.1 Companys
Obligations.



The Company hereby agrees to
use its reasonable best efforts, and shall until the earlier of the Termination Date or the Effective Date cause the other companies in the IFCO Group to use their reasonable best efforts, to:



(a) assist the Ad Hoc Committee and its advisors, to the
extent reasonably requested, to identify the Noteholders;



(b) as permitted under applicable Law, solicit the Noteholders and the holders of the Ordinary Shares in favor of the Restructuring and the Restructuring Steps;



(c) finalize the Restructuring Documents as contemplated under the terms and conditions of this Agreement;



(d) if applicable, obtain the necessary court
orders in connection with the Proceedings Steps;



(e) prior to the Effective Date, enter into an Amended Senior Bank Credit Facility in a form and substance reasonably satisfactory to the Ad Hoc Committee;



(f) prior to the Effective Date, convene such meetings of the Companys shareholders sufficient to pass
all necessary resolutions relating to the Restructuring, including, but not limited to, making any necessary amendments to the Companys Articles of Association, issuing Restructuring Shares to Consenting Noteholders, waiving pre-emptive rights
otherwise applicable to the issuance of Restructuring Shares, issuing Exchange Warrants to the Current Shareholders, issuing options exercisable for Ordinary Shares granted pursuant to the Management Share Incentive Plan and implementing the
supermajority board approval provisions as set out in Section 7.6 hereof;



(g) implement the Restructuring Steps, including, without limitation, approval by the Current Shareholders at meetings of the Companys shareholders of all necessary resolutions relating to the Restructuring;



(h) not seek to acquire, either directly or
indirectly, the beneficial ownership of, or right to direct the disposition or vote in respect of, any of the Notes (other than by any action to implement the Restructuring Steps as expressly contemplated by this Agreement which may be deemed to be
such an acquisition);



(i) prior to 3 October
2002, to renegotiate more favorable terms of the payment agreement with Schoeller Wavin Systems AG, dated 27 March 2002, subject to the consent of the Ad Hoc Committee, which consent shall not be unreasonably withheld;



(j) with respect to the Sellers Notes, pursue the most
economical option of either (i) purchasing the Sellers Notes at a significant discount to their face value prior to 3 October 2002, or (ii) discharging the Sellers Notes through the Chapter 11 Proceeding. The cost and terms of any such
settlement or the terms of any such discharge in a Chapter 11 Proceeding shall be subject to the consent of the Ad Hoc Committee, which consent shall not be unreasonably withheld;



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(k) cancel, to
the extent practicable, all options, warrants or any other instruments issued to any party by the Company on or prior to the Effective Date. To the extent that such options, warrants or other instruments are not cancelled prior to the Effective Date
or are not cancelled in consideration of grants of new options under the Management Share Incentive Plan, the Consenting Noteholders will be issued additional Ordinary Shares to preserve the value of the Consenting Noteholders 90% equity
interest in the Companys Ordinary Shares upon the Effective Date;



(l) take such steps as may be reasonably required to effect a listing of the Restructuring Shares and the Exchange Warrants on the Frankfurt Stock Exchange on or prior to the Effective Date;



(m) maintain written minutes for all meetings of the Board of
Directors of the Company or any committees thereof and agree to provide to the Noteholders Board Representative copies of minutes of any such meetings and provide to the Noteholders Board Representative copies of minutes of any meetings
of the boards of directors of the Companys Material Subsidiaries which may be reasonably requested in writing by the Noteholders Board Representative (including copies of all materials distributed to directors at or in connection with
any such meetings), with a copy to the Ad Hoc Committees legal and financial advisors, which advisors are each bound by their respective confidentiality agreement with the Company.



2.2 Consenting Noteholder Obligations. Each Consenting Noteholder hereby undertakes and agrees that
until the earlier of the Termination Date or the Effective Date it:



(a) if applicable, shall subscribe for any Restructuring Shares in any Private Subscription and not withdraw from any Private Subscription;



(b) shall consent to the Indenture Amendments;



(c) if applicable, shall undertake to vote its Notes in favor of the Restructuring in the Proceedings Steps;



(d) shall take all such other steps and file all
such other notices or directions reasonably requested by the Company in order to give effect to the Restructuring and take all steps that the Company and the Ad Hoc Committee mutually agree are necessary (each acting reasonably) to give effect to
the Restructuring, whether executed by means of the Proceedings Steps or by means of the Private Subscription Steps. In the case of the Proceedings Steps, the Consenting Noteholder hereby agrees to support the Company in obtaining the Proceeding
Orders and giving effect to each, which shall include, among other things, consenting to the cancellation of the Notes, and, at the expense of the Company, filing all notices, directions or affidavits reasonably requested by the Company (including
confirmation that such Consenting Noteholder fully supports the Proceedings Steps and that its advisors have been afforded the opportunity to conduct a due diligence investigation of the Company) and directing its legal and financial advisors to
support the petitions to any court in connection with the Restructuring and do all other things reasonably necessary to assist in the obtaining of the Proceedings Orders, and agrees upon any occasion upon which votes are required to be cast at a
meeting of creditors pursuant to any proceedings relating to the Restructuring, to exercise all votes it may have in respect of the Notes or other claims against any company in the IFCO Group in support of the Restructuring;



(e) shall act in good faith in concluding the Restructuring;



(f) to the extent permitted by applicable Law,
shall refrain from voting (or causing a vote to be cast) in favor of, or otherwise supporting or preparing, directly or



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indirectly, except as expressly contemplated hereby, (i) any other proposed plan of reorganization for or
involving any company in the IFCO Group, or any other arrangement or composition for any such company, (ii) any relief in an involuntary case under any applicable insolvency, bankruptcy or other similar Law with respect to any company in the IFCO
Group or all or substantially all of any of such companys assets, or (iii) the appointment of an administrator, liquidator, custodian or similar official over all or substantially all of the property, assets and undertakings of any company in
the IFCO Group;



(g) to the extent permitted by
applicable Law, each Consenting Noteholder shall not act, whether alone or in concert with any other Person, to advise, assist or encourage any Person to act in a manner which could reasonably be expected to frustrate the Restructuring and/or the
Restructuring Steps; provided, however, that nothing in this clause shall affect the activities of any other Businesses operated by or within the Consenting Noteholder or Businesses operated by entities controlled by, or under common
control with, the Consenting Noteholder (Businesses as used in this clause shall mean entities which may own, hold or manage accounts that hold, manage or beneficially own the Notes on behalf of persons other than the Consenting
Noteholder); providedfurther, however, that nothing in the foregoing proviso shall in any way limit or impair the representations of each Consenting Noteholder or such Consenting Noteholders obligations hereunder with
respect to the principal amount of the Notes set forth on such Consenting Noteholders signature page to this Agreement;



(h) shall not take any action or exercise any remedy against any companies in the IFCO Group or the directors or officers of any such
companies as a result of any Default (as such term is defined in the Indenture) and including, without limitation, any non-payment or prospective non-payment of interest in respect of the Notes (occurring prior to the termination of this Agreement
in accordance with its terms);



(i) (x) hereby
waives any Event of Default (as such term is defined in the Indenture) occasioned by the Restructuring Steps and shall consent to appropriate actions to rescind any acceleration that may occur as a result of any such Event of Default not capable by
the terms of the Indenture of being so waived, and (y) shall not vote in favor of any action to be taken by any other holder of Notes or any other Person, individually or in the aggregate, to accelerate the obligations of the Company or its
Subsidiaries under the Notes subject to the provisos in Section 2.2(g);



(j) shall not support or vote to support any other holder of Notes or any other Person that takes any action or exercises any remedy, individually or together with other holders of the Notes or other Person, against the
Company or its Subsidiaries as a result of any Default in respect of the Notes subject to the provisos in Section 2.2(g);



(k) shall not instruct or procure the Trustee (as such term is defined in the Indenture) to take any action that is inconsistent with the
terms and conditions of this Agreement;



(l)
hereby acknowledges that the Company intends to de-register the Notes under the rules and regulations promulgated under the 1934 Act as soon as possible following the Effective Date and hereby consents to such de-registration under the 1934 Act;
provided, however that the Company will remain subject, after the Effective Date, to (i) the periodic reporting requirements imposed by the 1934 Act, as amended, and (ii) the reporting requirements of the Frankfurt Stock Exchange so
long as the Companys Ordinary Shares remain listed thereon;



(m) hereby acknowledges that the Company intends to cancel the Notes on, or as soon as practicable after, the Effective Date; and



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(n) shall not
sell, transfer or assign any of its Notes or any voting interest therein, or any claim such Consenting Noteholders may have against the Company or any of its Subsidiaries based on its ownership of the Notes or the Indenture, to any Person which is
not another Consenting Noteholder during the term of this Agreement unless such Person, prior to any transfer or assignment, enters into a written undertaking in favor of the other parties hereto (in the form attached hereto as Schedule H)
agreeing to be bound by the terms of this Agreement as if such Person were a Consenting Noteholder; provided, that (i) nothing in this Section shall constitute a release by the Consenting Noteholders of any claims including, without
limitation, any claims arising under applicable securities laws and/or predicated on fraud which they may have and which are not related to non-payment under the Notes or the Indenture and (ii) if such transfer referred to herein is to another
Consenting Noteholder, such Consenting Noteholder shall promptly notify the other parties hereto, upon such transfer or assignment, of the changes in the number of Notes. With respect to clause (i) above, each of the Consenting Noteholders affirm,
as of the date hereof, that it is not aware of any circumstances or matters, either individually or in the aggregate, which would provide a basis for such a claim.



2.3 SLT Obligations. SLT hereby undertakes and agrees that until the earlier of the Termination Date
or the Effective Date it:



(a) shall vote to
approve at such meetings of the Company held in connection either with the Restructuring or the Restructuring Steps all corporate resolutions which the Company and the Ad Hoc Committee mutually agree are reasonably necessary to effect the
Restructuring, including, but not limited to those relating to, any necessary amendments to the Companys Articles of Association, any increase in the Companys share capital necessary to create sufficient Restructuring Shares for
Consenting Noteholders, issuing options exercisable for Ordinary Shares granted pursuant to the Management Share Incentive Plan, waiving pre-emptive rights otherwise applicable to the issuance of Restructuring Shares, and implementing the
supermajority board approval provisions as set out in Section 7.6 hereof;



(b) shall vote to adopt any amendments to the Companys Articles of Association which are necessary to implement the Restructuring Steps and the Restructuring as contemplated hereunder;



(c) shall act in good faith in concluding the Restructuring;



(d) to the extent permitted under applicable
Law, shall not act, whether alone or in concert with any other Person, to advise, assist or encourage any Person to act in a manner which could reasonably be expected to frustrate the Restructuring or the Restructuring Steps;



(e) shall not sell, transfer or assign (beneficially or
otherwise) any of its shares in the Company or any claim SLT may have against the IFCO Group to any Person other than SLS or another Affiliate of SLT during the term of this Agreement unless such Person, prior to any transfer or assignment, such
Person enters into an undertaking in favor of the other parties hereto agreeing to be bound by the terms of this Agreement as if such Person were a party hereto; provided, that if such transfer is to SLS or another Affiliate of SLT, SLS shall
promptly notify the other parties hereto of the changes in the number of shares and voting interests and in the claims held; and



(f) shall not seek to acquire, either directly or indirectly, the beneficial ownership of, or right to direct the disposition or vote in
respect of, any of the Notes.



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2.4 SLS
Obligations. SLS hereby undertakes and agrees that until the earlier of the Termination Date or the Effective Date it:



(a) shall vote to approve at such meetings of the Company held in connection either with the Restructuring or the Restructuring Steps all
corporate resolutions which the Company and the Ad Hoc Committee mutually agree are reasonably necessary to effect the Restructuring, including, but not limited to those relating to, any necessary amendments to the Companys Articles of
Association, any increase in the Companys share capital necessary to create sufficient Restructuring Shares for Consenting Noteholders, issuing options exercisable for Ordinary Shares granted pursuant to the Management Share Incentive Plan,
waiving pre-emptive rights otherwise applicable to the issuance of Restructuring Shares, and implementing the supermajority board approval provisions as set out in Section 7.6 hereof;



(b) shall vote to adopt any amendments to the Companys Articles of Association which are necessary to
implement the Restructuring Steps and the Restructuring as contemplated hereunder;



(c) shall act in good faith in concluding the Restructuring;



(d) to the extent permitted under applicable Law, shall not act, whether alone or in concert with any other Person, to advise, assist or
encourage any Person to act in a manner which could reasonably be expected to frustrate the Restructuring or the Restructuring Steps;



(e) shall not sell, transfer or assign (beneficially or otherwise) any of its shares in the Company or any claim SLS may have against the
IFCO Group to any Person other than SLT or another Affiliate of SLS during the term of this Agreement unless such Person, prior to any transfer or assignment, such Person enters into an undertaking in favor of the other parties hereto agreeing to be
bound by the terms of this Agreement as if such Person were a party hereto; provided, that if such transfer is to SLT or another Affiliate of SLS, SLT shall promptly notify the other parties hereto of the changes in the number of shares and
voting interests and in the claims held; and



(f)
shall not seek to acquire, either directly or indirectly, the beneficial ownership of, or right to direct the disposition or vote in respect of, any of the Notes.



2.5 Commencement of the Restructuring. As provided in Article I hereof, this Agreement shall become
legally binding among its signatories once the condition precedent therein described is fulfilled. The parties agree to implement the Restructuring by means of the Private Subscription Steps so long as executed copies of the Agreement are delivered
to the Company by no later than 5 p.m. London time on Thursday, 3 October 2002 from Consenting Noteholders representing at least 97% of the total value of all claims of the holders of the Notes. The deadline for receipt by the Company of executed
copies of the Agreement may be extended as mutually agreed between the Company and the Ad Hoc Committee (each acting reasonably). If the number of Consenting Noteholders who are signatories to this Agreement as of 5 p.m. on Thursday, 3
October 2002 is less than 97% of the Notes and the deadline for receipt by the Company is not extended as provided herein, then the Proceedings Steps will be used to implement the Restructuring as provided herein. Should for any reason it become
necessary to implement the Restructuring by means of the Proceedings Steps, the parties shall commence the Proceedings Steps in any event no later than the later of Thursday, 17 October 2002 or two weeks following the end of any extension agreed
upon by the Company and the Ad Hoc Committee pursuant to this Section 2.5.



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2.6
Preparation of the Restructuring Documents. The Company shall instruct its legal advisors, Weil, Gotshal & Manges (WGM), to prepare as soon as reasonably practicable for review by the parties to this Agreement all of
the documentation necessary in the reasonable judgment of WGM and counsel to the Ad Hoc Committee to effect the Restructuring including, but not limited to, the following:



(a) all documents required to effect the Restructuring Steps, including, without limitation, any shareholder
resolutions of the Company;



(b) all petitions
and other documents required to effect the Proceedings Steps, if applicable;



(c) a supplemental indenture containing the Indenture Amendments;



(d) any documents necessary for the issuance of the Restructuring Shares and listing of the Restructuring Shares on the Frankfurt Stock
Exchange;



(e) any documents necessary for the
issuance of the Exchange Warrants and listing of the Exchange Warrants on the Frankfurt Stock Exchange;



(f) if applicable, all of the documentation necessary in the reasonable judgment of WGM and counsel to the Ad Hoc Committee to implement
the Private Subscription Steps (the Private Subscription Documents), including, without limitation, any documents which the Company and the Ad Hoc Committee mutually agree, in consultation with the Restructuring Trustee, may be
necessary to procure a timely Private Subscription; and



(g) (i) any U.S. registration statements necessary to comply with the 1933 Act and the applicable rules and regulations promulgated thereunder; (ii) any German prospectus necessary to comply with the securities laws of the Federal
Republic of Germany; (iii) any Dutch prospectus necessary to comply with the securities laws of the Kingdom of the Netherlands and any formalities required to comply with the Dutch Act on the Supervision of the Securities Trade, in each case as
required to give effect to the Private Subscription Steps; and (iv) such registration statement(s) as are necessary to facilitate public resales of Restructuring Shares by Consenting Noteholders requiring the same.



ARTICLE III



RESTRUCTURING CONDITIONS



3.1 Restructuring Conditions. Implementation of the
Restructuring (and, if applicable, the closing of the several Private Subscriptions between the Company and each Consenting Noteholder) is subject to the satisfaction (or waiver by the Ad Hoc Committee) of the following conditions (the
Restructuring Conditions):



(a) the Senior Bank Creditors agree to reinstate their borrowings in accordance with the terms of the Companys Senior Bank Credit Facility and do not accelerate any claim for payment under the Senior Bank Credit Facility until
the completion of the Restructuring Steps and the Senior Bank Creditors agree to an Amended Senior Credit Facility with the Company which is satisfactory to the Ad Hoc Committee;



(b) commencement and successful implementation of the Restructuring Steps, including, without limitation, the
delivery of duly authorized, fully paid and non-assessable Restructuring Shares authorized and admitted to trading on the Frankfurt Stock Exchange, against delivery of Notes for cancellation;



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(c) (i) the
necessary resolutions having been adopted by the Current Shareholders at meetings of the Companys shareholders to implement the Restructuring and the Restructuring Steps in accordance with the terms set forth in this Agreement and (ii) the
Companys Articles of Association having been amended as required under Dutch law to implement the Restructuring Steps in accordance with the terms set forth in this Agreement to the satisfaction of the Ad Hoc Committee;



(d) no material adverse tax consequences for the IFCO Group
arising from the Restructuring, whether as a result of the issue or exercise of the Exchange Warrants or otherwise;



(e) no termination and/or acceleration of any payment obligation of any contract of any company in the IFCO Group which could reasonably
be expected to have a material adverse effect on the IFCO Group taken as a whole; and



(f) except for litigation known at the time of this Agreement, no litigation is pending or threatened which if resolved in a manner adverse to any company in the IFCO Group could reasonably be expected
to cause a material adverse effect on the IFCO Group taken as a whole;



ARTICLE IV



IMPLEMENTATION OF THE RESTRUCTURING



4.1 Subscription for the Restructuring Shares.



(a) Following approval by the Current Shareholders at meetings of the Companys shareholders of all necessary resolutions relating to the Restructuring, the Company agrees to deliver (directly or indirectly through the
Restructuring Trustee acting on behalf of the Consenting Noteholders) to each of the Consenting Noteholders a number of Restructuring shares equal to its pro-rata entitlement to Restructuring Shares as provided under the terms of this Agreement.



(b) Each of the Consenting Noteholders agrees to
subscribe (directly or indirectly through the Restructuring Trustee) for the number of Restructuring Shares to which they are entitled under the terms of this Agreement.



(c) Each of the Consenting Noteholders agrees to transfer its claims against the Company in respect of the
Notes to the Restructuring Trustee. The amount payable by the Restructuring Trustee to the Company in respect of the subscription price for the Restructuring Shares and the amount payable respectively by the Company under the claims against the
Company in respect of the Notes (whether or not payable now or at a future date and whether or not fully or partially reduced following the Proceeding Steps) shall upon the conclusion of the Restructuring Steps be set off against one another in full
discharge of each partys obligations to the other in respect thereof.



(d) On the Effective Date, each Consenting Noteholder will be allotted the number of Restructuring Shares (rounded down to the nearest whole number of Restructuring Shares) equal to the percentage that
its aggregate interest in the Notes bears to the aggregate principal amount of all Notes (x) which participate in the Private Subscription Steps, if the Restructuring is implemented by means of a Private Subscription, or (y) then outstanding, if the
Restructuring is implemented by means of the Proceedings Steps.



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4.2
Treatment of Current Shareholders in the Restructuring.



(a) Following approval by the Current Shareholders at meetings of the Companys shareholders of all necessary resolutions relating to the Restructuring, the aggregate equity interest of all Current Shareholders of the Company
will be diluted to 10% of the issued Ordinary Shares immediately following the Restructuring in accordance with the terms and subject to the conditions of this Restructuring Agreement.



(b) Following approval by the Current Shareholders at meetings of the Companys shareholders of all
necessary resolutions relating to the Restructuring, in addition, and upon the Effective Date, a single tranche of freely transferable and assignable warrants (the Exchange Warrants) will be issued to Current Shareholders,
convertible into up to 25% of the Ordinary Shares of the Company. The Exchange Warrants will be exercisable by the holders of the Exchange Warrants for a period of 30 days immediately following the Board of Directors determination of the
equity valuation of the Company (the Exercise Period) in accordance with the terms of Section 4.5 hereof. The Exchange Warrants are exercisable for the number of Ordinary Shares as set forth in Schedule C attached hereto.
In order to ensure that Ordinary Shares issued upon exercise of the Exchange Warrants are legally issued and fully paid and non-assessable, the exercise price of the Exchange Warrants will be paid by the Company at the time of the exercise of the
Exchange Warrants up to a maximum amount of EUR 50,000 by the Company effecting a non-cash or book transfer of the requisite amount from capital in excess of par to stated capital as reflected on the Companys balance
sheet.



(c) For the avoidance of
doubt, and assuming that (i) no other securities of the Company are issued following the Effective Date and (ii) the Exchange Warrants are exercised in full, the Current Shareholders will own 35% of the Ordinary Shares (less any dilution as a result
of the issuance of Ordinary Shares pursuant to the Management Share Incentive Plan) upon the basis described in Schedule C attached hereto.



4.3 Additional Equity Issuances. In the event of any one or more additional issuance of equity (the Equity
Issuance), individually or in the aggregate, exceeds 0.5% of the issued and outstanding equity of the Company immediately following the Effective Date, the table in Schedule C will be adjusted as follows: (i) each number in Columns
3 and 4 will be multiplied by a factor equal to X/(X+Y) where X is the total number of shares post-exercise of Exchange Warrants as if the Equity Issuance had not occurred and Y is the number of shares issued pursuant to the Equity Issuance; and
(ii) each number in Column 2 will be multiplied by a factor equal to (X+Y)/X where X is the total number of shares post-exercise of Exchange Warrants as if the Equity Issuance had not occurred and Y is the number of shares issued pursuant to the
Equity Issuance.



4.4 Management Share
Incentive Plan. Following approval by the Current Shareholders at meetings of the Companys shareholders of all necessary resolutions relating to the Restructuring, prior to the Effective Date, the Company will adopt a management share
incentive plan covering 5% of the Companys fully diluted Ordinary Shares immediately following the completion of the Restructuring (the Management Share Incentive Plan). The pricing of any options granted will be proposed by
the Board of Directors and agreed to by the Ad Hoc Committee (or its successor), or agents of the Ad Hoc Committee, prior to the Effective Date. Other terms of the Management Share Incentive Plan, including numbers of options awarded and identities
of recipients, will be proposed by the Board of Directors and agreed to by the Ad Hoc Committee, or agents of the Ad Hoc Committee, prior to the Effective Date, and shall be approved at a meeting of the Companys shareholders as required by
applicable Dutch law.



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4.5
Valuation.



(a) As of the earlier of (i)
31 October 2005 and (ii) the third anniversary of the Effective Date (such date, the Valuation Date), the Board of Directors will use the Market Method described in Section 4.5(b) hereof to determine the equity value of the
Company for the purposes of determining the number of Ordinary Shares issuable to the Current Shareholders pursuant to the Exchange Warrants, provided, that the Restructuring is effected by means of a Private Subscription, and none of the
Proceeding Steps are taken or implemented in the Restructuring. Notwithstanding anything to the contrary set forth earlier in this Section 4.5(a), in the event the Restructuring is effected by means of the Proceedings Steps, then the Valuation Date
shall be the third anniversary of the Effective Date.



(b) The method for determining the Companys equity value shall be to (i) take the daily weighted (by reference to volume) average Ordinary Share price for a period starting from 30 trading days prior to the Valuation Date and
ending 30 trading days after the Valuation Date (the Valuation Period), (ii) multiply such share price by the average number of Ordinary Shares issued and outstanding throughout this period, and (iii) multiply the observed market
value by the factor referenced in Schedule D attached hereto (the Market Method).



(c) Notwithstanding the foregoing, if a majority of the Board of Directors determines that there has been a suspicion of market
manipulation during the Valuation Period, then the Board of Directors will also determine the Companys equity value using the Multiple Method described in Section 4.5(d) below, and to the extent the Market Method differs from the Multiple
Method by 10% or more, then the matter shall be referred by the Company to the President of the Institute of Chartered Accountants of England and Wales for the purposes of appointing a single arbitrator (the Arbitrator). If the
variance between the Market Method calculation and the Multiple Method calculation is less than 10%, the Board of Directors shall use the equity value determined by the Market Method to determine the number of Ordinary Shares issuable pursuant to
the Exchange Warrants.



(d) For the purposes of
this Agreement, the equity valuation using the Multiple Method shall be calculated by (i) multiplying the reported EBITDA for the Company in the year ended on the Valuation Date using a multiple of eight (8) and (ii) subtracting net indebtedness,
which is calculated as all funded debt instruments (including capital leases and preference shares) less cash and cash equivalents (the Multiple Method).



(e) Upon appointment, the Arbitrator shall commission and review the valuation opinions provided by three
independent international investment banks (the Third Party Investment Banks). Each of the following three parties shall select one of the three Third Party Investment Banks: (i) the three directors appointed to the New Board by
the Ad Hoc Committee (or its successor), (ii) the three directors appointed to the New Board by the Principal Shareholders, and (iii) the Arbitrator. At the direction of the Arbitrator, the Company shall allocate the number of Ordinary Shares
issuable pursuant to the Exchange Warrants, based on an equity valuation equal to the average of the valuation analyses of the three Third Party Investment Banks.



(f) A copy of the valuation instructions (the Valuation Instructions) to be provided to
the three Third Party Investment Banks for use in preparing their valuation analyses are set forth as Schedule E attached hereto.



(g) If, on the Valuation Date, the Ordinary Shares of the Company are not listed on the Frankfurt Stock Exchange or any other stock
exchange, then the matter shall be referred by the Company to the Arbitrator as described above in this Section 4.5 for the purpose of determining the Companys equity value.



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4.6
Pre-emption Rights. All Ordinary Shares issued in the Restructuring shall carry pre-emption rights in accordance with the Articles of Association and mandatory provisions of Netherlands corporate law.



4.7 Reduction in Nominal Share Value; Share
Consolidation.



(a) The nominal value of all
Ordinary Shares issued in the Restructuring and subject to the Exchange Warrants shall be reduced from EUR 2 to EUR 0.01.



(b) Prior to the issuance of the Restructuring Shares, the number of Ordinary Shares of the Company will be reduced through a 10:1
consolidation of share capital and a concomitant reduction in nominal share capital, in accordance with applicable Dutch law.



4.8 Approval by Current Shareholders. The Current Shareholders shall be required to approve the following as required under
applicable Dutch law:



(a) the increase of the
Companys share capital necessary to issue the Restructuring Shares to the Consenting Noteholders and the additional Ordinary Shares reserved for issuance pursuant to the Management Share Incentive Plan;



(b) the waiver of their pre-emption rights, otherwise
applicable to the issue of Restructuring Shares;



(c) the reduction of the nominal value of the Ordinary Shares to EUR 0.01;



(d) issuance of Exchange Warrants to Current Shareholders as provided under the terms of this Agreement;



(e) any other necessary amendments to the Companys Articles of Association to implement the Restructuring and the Restructuring
Steps; and



(f) to vote in favor of the candidate
nominated by the Consenting Noteholders for appointment to the Board of Directors under Section 7.2 hereof.



4.9 Method of Implementation of the Restructuring. The exchange of the Notes for the Restructuring Shares will be implemented
through the Restructuring Steps as described herein (including, without limitation, approval by the Current Shareholders at meetings of the Companys shareholders of all necessary resolutions relating to the Restructuring). Should for any
reason the number of Consenting Noteholders who are signatories to this Agreement equal or exceed 97% of the Notes, then the Private Subscription Steps will be used to implement the Restructuring.



4.10 Proceedings Steps. Should the Restructuring need
to be implemented by means of the Proceedings Steps following abandonment of the Private Subscription Steps, then the parties hereto agree to commence the Restructuring no later than the later of Thursday, 17 October 2002 or two weeks following the
end of any extension agreed between the Company and the Ad Hoc Committee in accordance with Section 2.5 herein.



The Proceedings Steps shall comprise a combination of Dutch Composition Proceedings and a Chapter 11 Proceeding and shall be undertaken by
the Company in conjunction with each other.



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(a)
Dutch Composition Proceedings shall mean suspension of payments and akkoordproceedings for the Company are opened in the Netherlands.



(b) Chapter 11 Proceeding shall mean (i) a filing of certain of the Companys U.S.
subsidiaries, listed on Schedule F attached hereto (the U.S. Subsidiaries), under Chapter 11 of the U.S. Bankruptcy Code; and (ii) a Section 304 proceeding under the U.S. Bankruptcy Code for the Southern District of New
York to affirm the Dutch Composition Proceedings.



In the proceedings referred to in (a) and (b) above, Consenting Noteholders agree to the cancellation of their Notes in consideration for receiving Restructuring Shares.



4.11 Private Subscription Steps. A Private Subscription shall involve the Company
offering to Consenting Noteholders an exchange of their Notes for Restructuring Shares by means of a private subscription of Restructuring Shares for Notes. No public disclosure document will be involved and the Private Subscription shall be carried
out in consultation with the Restructuring Trustee, upon the terms and subject to the conditions set out in this Agreement and any other necessary subscription documents (the Private Subscription). Upon execution of this Agreement
by the Consenting Noteholders and the effectiveness thereof as provided herein, each of the Consenting Noteholders hereby consents to the Indenture Amendments to the Indenture as set forth in Schedule B attached hereto.



4.12 Closing of the Restructuring. Upon the terms and
subject to the conditions contained in this Agreement and the schedules hereto (including, without limitation, approval by the Current Shareholders at meetings of the Companys shareholders of all necessary resolutions relating to the
Restructuring) on the Effective Date the Consenting Noteholders will exchange (directly or indirectly through the Restructuring Trustee) their claims against the Company, as applicable, for their pro-rata entitlement to Restructuring Shares.



4.13 Treatment of Other Creditors of the
Company in the Restructuring.



(a) All
capital lease obligations of the Company will remain unaffected by the proposed Restructuring and will be paid in full as such claims become due and payable.



(b) All other general unsecured and unsubordinated creditors of the Company, other than the Noteholders, Schoeller Wavin Systems AG and
William Haines in respect of the Sellers Notes (the latter two as respectively described in Section 2.1) will remain unaffected by the proposed Restructuring and will be paid in full as such claims become due and payable. The Consenting
Noteholders hereby waive, as of the Effective Date, any claims they may otherwise have in relation to the Company and its Subsidiaries paying all general and unsecured creditors other than (i) the Consenting Noteholders in connection with the
Restructuring Steps and (ii) Schoeller Wavin Systems AG and William Haines in respect of the Sellers Notes (the latter two as respectively described in Section 2.1).



ARTICLE V



REPRESENTATIONS AND WARRANTIES

OF THE CONSENTING NOTEHOLDERS, SLT AND SLS



Each of the Consenting Noteholders, SLT and SLS, severally and not jointly, hereby represents and warrants (except for Section 5.2 hereof, with respect to which each of the Consenting Noteholders only
represents and warrants to the Company and each of SLT and SLS) to the Company and each of the other parties hereto that:



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5.1
Authorization of Agreement. Such Person and, if applicable, the duly authorized attorney acting on such Persons behalf, has all requisite power, authority and, if applicable, legal capacity to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and performance by such Person of this Agreement has been, and of each Restructuring Document will be, duly authorized by all necessary corporate or other organizational action
on behalf of such Person. This Agreement has been duly and validly executed and delivered by such Person and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes legal, valid and
binding obligations of such Person, enforceable against such Person in accordance with their respective terms.



5.2 Ownership of Notes. Each Consenting Noteholder either (i) is the beneficial owner of, and has full power to vote in respect of
and to dispose of the Notes free and clear of any and all Liens, that number of Notes set forth on such Consenting Noteholders signature page to this Agreement; or (ii) it has been engaged to perform investment management services on behalf of
the beneficial owner of the Notes.



5.3
Consents of Third Parties. Except as contemplated by this Agreement, no consent, waiver, approval, Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of such
Person in connection with the execution and delivery of this Agreement or the compliance by such Person with any of the provision hereof.



5.4 1933 Act Representations.



(a) Such Person is either an accredited investor within the meaning of Regulation D under the 1933 Act or is not a U.S.
person within the meaning of Regulation S under the 1933 Act.



(b) Neither such Person, its affiliates nor any Person acting on its or their behalf has engaged or will engage in connection with the issue of the Restructuring Shares in (i) any general solicitation or general advertising
within the meaning of Rule 502(c) under the 1933 Act or (ii) any directed selling efforts within the meaning of Rule 903 under the 1933 Act, unless such solicitation, advertising or selling effort is then permitted under the 1933 Act.



5.5 Consenting Noteholder 1933 Act Transfer
Representations.



(a) Each Consenting
Noteholder understands and agrees that the Restructuring Shares that each of them will be acquiring have not been registered under the 1933 Act and that, accordingly, such Restructuring Shares will not be transferable except as permitted under
various exemptions contained in the 1933 Act or upon satisfaction of the registration and prospectus delivery requirements of the 1933 Act. Each Consenting Noteholder acknowledges that each of them must bear the economic risk of their respective
investments in the Restructuring Shares for an indefinite period of time since the Restructuring Shares have not been registered under the 1933 Act and therefore cannot be sold unless they are subsequently registered or an exemption from
registration is available.



(b) Each Consenting
Noteholder represents and warrants to the Company that each of them are acquiring the Restructuring Shares for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof within the United States
within the meaning of the 1933 Act.



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(c) Each
Consenting Noteholder is acquiring Restructuring Shares pursuant to an exemption or exemptions from registration of the Restructuring Shares under the 1933 Act.



(d) Each Consenting Noteholder agrees with the Company as follows:



(i) If the Company delivers certificates evidencing the
Restructuring Shares for which each Consenting Noteholder has agreed to subscribe, such certificates and each certificate issued on transfer thereof or in exchange therefor will, to the extent permitted by Law, bear the following legend:



THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE OR OTHER SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS REGISTERED PURSUANT TO, EXEMPT FROM OR NOT SUBJECT TO ANY OTHER APPLICABLE SECURITIES LAWS COVERING SUCH SECURITIES, (ii) THE SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S PROMULGATED PURSUANT TO SUCH ACT, (iii) THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE IN ACCORDANCE WITH RULE 144A, IF AVAILABLE, UNDER SUCH
ACT, (iv) THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE IN ACCORDANCE WITH RULE 144, IF AVAILABLE, UNDER SUCH ACT AND THE COMPANY RECEIVES EVIDENCE SATISFACTORY TO THE COMPANY THAT THE PROVISIONS OF THIS RULE HAVE BEEN COMPLIED WITH, (v)
THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE TO THE COMPANY OR SUBSIDIARY OF THE COMPANY OR (vi) THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SUCH ACT.



(ii) The certificates
representing such Restructuring Shares, and each certificate issued in transfer thereof or in exchange therefor, will also bear any legend required under any other applicable securities law.



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(iii) Each
Consenting Noteholder consents to the Company making a notation on its records or giving instructions to the National Depository of Securities or any custodian or transfer agent of the Restructuring Shares in order to implement the restrictions on
transfer of the Restructuring Shares set forth in this Section 5.5.



(e) Any legend shall be removed or lifted and the Company shall issue a certificate without such legend to the holder of such Restructuring Shares upon request if (a) the transfer of such Restructuring Shares has been
registered under the 1933 Act and such transfer is registered pursuant to, exempt from or not subject to any other applicable securities laws, (b) such Restructuring Shares are sold outside the United States pursuant to Regulation S, (c) such
Restructuring Shares are sold under Rule 144A or Rule 144, if available, promulgated under the 1933 Act and with respect to transfers under Rule 144, the Company receives evidence satisfactory to the Company that provisions of Rule 144 have been
complied with, or (d) such holder provides the Company with an opinion of counsel (which may be internal counsel) stating that a public sale or transfer of such Restructuring Shares may be made without registration under the 1933 Act.



5.6 SLT and SLS 1933 Act Transfer Representations.



(a) Each of SLT and SLS understands and agrees
that the Exchange Warrants that each of them will be acquiring have not been registered under the 1933 Act and that, accordingly, such Exchange Warrants will not be transferable except as permitted under various exemptions contained in the 1933 Act
or upon satisfaction of the registration and prospectus delivery requirements of the 1933 Act. Each of SLT and SLS acknowledge that each of them must bear any economic risk arising from their respective investments in the Exchange Warrants for an
indefinite period of time since the Exchange Warrants have not been registered under the 1933 Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available.



(b) Each of SLT and SLS represents and warrants to the Company
that each of them are acquiring the Exchange Warrants for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof within the United States within the meaning of the 1933 Act.



(c) Each of SLT and SLS is acquiring the Exchange Warrants
pursuant to an exemption or exemptions from registration of the Exchange Warrants under the 1933 Act.



(d) Each of SLT and SLS agrees with the Company as follows:



(i) If the Company delivers certificates evidencing the Exchange Warrants for which each SLT and SLS has
agreed to subscribe, such certificates and each certificate issued on transfer thereof or in exchange therefor will, to the extent permitted by Law, bear the following legend:



THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE OR OTHER SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER



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THE
SECURITIES ACT AND SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS REGISTERED PURSUANT TO, EXEMPT FROM OR NOT SUBJECT TO ANY OTHER APPLICABLE SECURITIES LAWS COVERING SUCH SECURITIES, (ii) THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE
OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S PROMULGATED PURSUANT TO SUCH ACT, (iii) THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE IN ACCORDANCE WITH RULE 144A, IF AVAILABLE, UNDER SUCH ACT, (iv) THE SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS MADE IN ACCORDANCE WITH RULE 144, IF AVAILABLE, UNDER SUCH ACT AND THE COMPANY RECEIVES EVIDENCE SATISFACTORY TO THE COMPANY THAT THE PROVISIONS OF THIS RULE HAVE BEEN COMPLIED WITH, (v) THE SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS MADE TO THE COMPANY OR SUBSIDIARY OF THE COMPANY OR (vi) THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.



(ii) The certificates representing such
Exchange Warrants, and each certificate issued in transfer thereof or in exchange therefor, will also bear any legend required under any other applicable securities law.



(iii) Each of SLT and SLS consents to the Company making a notation on its records or giving instructions to
the National Depository of Securities or any custodian or transfer agent of the Exchange Warrants in order to implement the restrictions on transfer of the Exchange Warrants set forth in this Section 5.6.



(e) Any legend shall be removed or lifted and the Company
shall issue a certificate without such legend to the holder of such Restructuring Shares or Exchange Warrants upon request if (a) the transfer of such Restructuring Shares or Exchange Warrants has been registered under the 1933 Act and such transfer
is registered pursuant to, exempt from or not subject to any other applicable securities laws, (b) such Restructuring Shares or Exchange Warrants are sold outside the United States pursuant to Regulation S, (c) such Restructuring Shares or Exchange
Warrants are sold under Rule 144A or Rule 144, if available, promulgated under the 1933 Act and with respect to transfers under Rule 144, the Company receives evidence satisfactory to the Company that provisions of Rule 144 have been complied with,
or (d) such holder provides the Company with an opinion of counsel



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(which may be internal counsel) stating that a public sale or transfer of such Restructuring Shares or
Exchange Warrants may be made without registration under the 1933 Act.



5.7 Ownership of Ordinary Shares and Notes by SLT. As of the date hereof, SLT is the record or beneficial owner of 3,090,000 Ordinary Shares of the Company. SLT does not own of record or beneficially any Notes as of
the date of this Agreement.



5.8 Ownership of
Ordinary Shares and Notes by SLS. As of the date hereof, SLS is the record or beneficial owner of 16,910,000 Ordinary Shares of the Company. SLS does not own of record or beneficially any Notes as of the date of this Agreement.



ARTICLE VI



REPRESENTATIONS AND WARRANTIES OF THE COMPANY



The Company hereby represents and warrants
to the other parties hereto that:



6.1
Authorization of Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this
Agreement has been, and of each of the Restructuring Documents will be, duly authorized by all necessary corporate or other organizational action on its behalf. This Agreement has been, and each of the Restructuring Documents will be, duly executed
and delivered by the Company, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Restructuring Documents when so executed and delivered will
constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.



6.2 Equity Capitalization, Warrants, Options and Other Instruments. As of the date hereof (i) there are 43,931,189 Ordinary Shares
of the Company issued and outstanding; (ii) there are no preference shares issued and outstanding; (iii) there are 6,085,526 options currently issued exercisable for an aggregate of 6,085,526 Ordinary Shares; and (iv) other than the above, there are
no agreements or arrangements in force (other than as contemplated hereby) which provide for the present and future allotment, issue or transfer of, or grant to any person the right (whether conditional or otherwise) to call for the allotment, issue
or transfer of any share capital of the Company (including any option or right of pre-emption or concession).



6.3 Consents of Third Parties. Except as contemplated by this Agreement and any Restructuring Documents, no consent, waiver,
approval, Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Restructuring
Documents or the compliance by the Company with any of the provisions hereof or thereof.



6.4 1933 Act Representations.



(a) The transactions specified herein will be either exempt from the registration requirements of the 1933 Act or will be registered in accordance with the 1933 Act; and



(b) Neither the Company, its affiliates nor any Person acting
on its or their behalf has engaged or will engage in connection with the issue of the Restructuring Shares or Exchange Warrants in (i) any general solicitation or general advertising within the



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meaning of Rule 502(c) under the 1933 Act or (ii) any directed selling efforts within the meaning of Rule
903 under the 1933 Act, unless such solicitation, advertising or selling effort is then allowed under the 1933 Act.



(c) The Company hereby undertakes to supply the necessary information required by Rule 144A(d)(4) of the 1933 Act to a prospective
purchaser in order to permit re-sales of Restructuring Shares and/or Exchange Warrants under Rule 144A of the 1933 Act unless the Company is then filing periodic reports under the 1934 Act.



6.5 Ownership of and Discussions Relating to the Notes.
The Company:



(a) neither owns outright, nor has
any beneficial interest in, the Notes, as at the date of this Agreement; and



(b) has not entered into any discussions in respect of the Notes with any Noteholders, except for (i) discussions undertaken with the Ad Hoc Committee and its members and (ii) as may have been
necessary in order to execute this Agreement.



ARTICLE VII



COVENANTS



7.1 Conduct of the Business Pending the
Effective Date. Following the date on which the condition precedent set forth in Article I hereof has been satisfied and until the earlier of the Effective Date and the Termination Date (the Pre-Effective Date Period) except
(i) as otherwise expressly provided by this Agreement, (ii) as provided in the corporate resolutions which the Company and the Ad Hoc Committee agree are reasonably necessary to effect the Restructuring, or (iii) with the prior written consent of
the Noteholders Board Representative, which consent shall not be unreasonably withheld, the Company shall not directly or indirectly, and will ensure that any company within the IFCO Group shall not:



(a) take any material corporate actions, including, for the
avoidance of doubt:



(i) appoint and/or remove
any members of the boards of directors of any companies in the IFCO Group or any key employees who would be entitled to participate in the Companys Management Share Incentive Plan upon the Effective Date; or



(ii) set or change the compensation of members of any board
of directors of companies within the IFCO Group and amend any other terms and conditions of their employment, including setting and changing the terms of any incentive plan, employment agreement, consulting agreement with, or any resolution relating
to employment or compensation matters with respect to the members of any board of directors of companies in the IFCO Group and/or other key employees who would be entitled to participate in the Companys Management Share Incentive Plan upon the
Effective Date (for the avoidance of doubt, neither the Company, nor any of its Affiliates shall allow any employment, consulting or other employment agreement to terminate or expire without the prior written consent of the Ad Hoc Committee, other
than in circumstances where an employee exercises a valid pre-existing termination right under an employment agreement); and



(b) other than in the ordinary course of business, enter into any transactions involving consideration, either alone, or in a series of
transactions, in excess of EUR 350,000, including:



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(i) granting
consents for capital expenditure and drawing obligations;



(ii) granting consent for the giving or taking of loans or drawings or other monetary obligations by any company in the IFCO Group;



(iii) giving any guarantees or taking any obligations to pay damages;



(iv) any acquisition of any real property by the Company or any company in the IFCO Group;



(v) granting consents for the lease, sale, pledge, mortgage,
encumbrance or transfer of any part of the property of any company in the IFCO Group; or



(vi) consent to the commencement, settlement, assignment, or release of any claim of or against any company in the IFCO Group.



(c) issue equity (or otherwise change its capital structure including, for the avoidance of doubt, issue any
new shares or warrants or options to acquire any new shares) or increase its authorized shares for any purpose other than to facilitate the Restructuring or to carry out the Restructuring Steps;



(d) sell, surrender or dispose of any material asset,
contractual rights (whether contingent or otherwise) or licenses not in the ordinary course of business;



(e) either (i) declare or pay any dividends or other distributions or (ii) formulate a change to the general policy with respect to
declaration or payment of dividends;



(f)
repurchase, redeem or retire any outstanding securities of the Company, except as expressly provided in the Articles of Association; and



(g) propose any changes to the budgets of any companies in the IFCO Group adopted as of the date hereof, or undertake any material changes
to strategy in relation to any company in the IFCO Group.



And
the Company shall:



(h) operate its business and
activities in the usual course and in such a manner as to ensure that no act or event occurs during the Pre-Effective Date Period which would reasonably be expected to result in a material breach of any warranty or make any representations of the
Company contained in Article VI hereof untrue in any material respect;



(i) disclose forthwith in writing to the Ad Hoc Committee any material matter or thing which is inconsistent with the Companys warranties, representations and covenants contained herein;



(j) use its reasonable best efforts to maintain
the listing of its Ordinary Shares on the Frankfurt Stock Exchange; and



(k) if necessary in the opinion of counsel to the Ad Hoc Committee, use its reasonable best efforts to provide customary resale registration rights to permit public resales of the Restructuring Shares, at such time and on
such terms as may be requested by a majority of holders of the Restructuring Shares that are not able to effect public resales of the Restructuring Shares.



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7.2
Noteholders Board Representative.



(a) Upon the satisfaction of the condition precedent set out in Article I hereof, Consenting Noteholders shall have the right to nominate a candidate for appointment to the Companys Board of Directors (the
Noteholders Board Representative) to monitor the Restructuring and Restructuring Steps.



(b) When carrying out his or her functions as outlined in this Agreement, the Noteholders Board Representative shall, as a full
member of the Board of Directors, be entitled to be a member of any committee of the Board of Directors and to attend meetings of the Company or any committee thereof either in person or by telephone, and shall be entitled to be given access to any
working papers of the Board of Directors as the Noteholders Board Representative sees fit.



(c) The Noteholders Board Representative shall execute a confidentiality agreement with the Company prior to his or her appointment to the Board of Directors upon such terms as are mutually
acceptable to the Company and to the Ad Hoc Committee (the Noteholders Board Representative CA). In the event of any breach of the Noteholders Board Representative CA by the Noteholders Board Representative, the
Company shall have the right to remove such Noteholders Board Representative from the Board of Directors with the consent of the Ad Hoc Committee, such consent not to be unreasonably withheld.



The Noteholders Board Representative:



(d) shall be entitled to receive at least 48 hours advance
written notice of all regular meetings of the Board of Directors of the Company or any committees thereof and/or actions which are proposed to be taken or adopted in respect of the Companys affairs or such shorter advance notice for special
meetings as may be required but in no event later than the notice furnished to other members on the Board of Directors or committees;



(e) notwithstanding the foregoing, the Noteholders Board Representative shall be entitled to receive from the Company the monthly
management pack in the form and substance presently provided to each member of the Board of Directors (the Monthly Report) and the weekly written trading summary for the IFCO Groups European businesses, together with any
other information provided to the Board of Directors or any member thereof;



(f) shall be entitled to sponsor resolutions for adoption by the Board of Directors as and when the Noteholders Board Representative deems appropriate, by giving due notice in writing to other
members of the Board of Directors, in accordance with the Board of Directors written procedures then in force and the Companys Articles of Association;



(g) shall be entitled to forward copies of the Monthly Report to the Ad Hoc Committees legal and
financial advisors, which advisors are each bound by their respective confidentiality agreement with the Company;



(h) shall be required to approve any material corporate action proposed to be taken by the Company or indirectly by any company in the
IFCO Group that is not in accordance with this Agreement. The Noteholders Board Representative shall be entitled to serve on any committee of the Board of Directors, and shall also have a veto on actions proposed by any such committee upon
such matters as are set out in Section 7.1 hereof (Veto Right); and



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(i) shall be
afforded an indemnity in respect of his or her actions carried out on behalf of the Company as provided in the Articles of Association and shall be entitled to receive compensation on the same or similar terms as the independent members of the
Companys Board of Directors.



(j) The
Principal Shareholders agree to approve any consequential amendments to the Companys Articles of Association which may be required to make such Veto Rights of the Noteholders Board Representative effective in accordance with applicable
Dutch laws (if any), prior to the closing of the Restructuring.



7.3 Financial Reports and Other Information. Following the Effective Date, the Company will remain subject to (i) the periodic reporting requirements imposed by the 1934 Act, and (ii) the reporting requirements of the
Frankfurt Stock Exchange, so long as the Companys Ordinary Shares remain listed thereon.



7.4 Publicity; Disclosure.



(a) Except as may be (i) required of the Company under applicable securities laws, including, but not limited to, the periodic reporting requirements imposed on the Company by the 1934 Act and (ii)
required of the Company by the rules and regulations of any securities exchange or quotation system with which the Company complies, in each case on advice of counsel, the content and timing of any public disclosure by the Company of the terms of
the Restructuring or the terms of the Term Sheet attached hereto as Schedule A shall be mutually agreed in advance between the respective legal advisors for the Ad Hoc Committee (or its successor) and the Company.



(b) Notwithstanding the foregoing, except (i) as may be
required by applicable Law or (ii) with the prior written consent of the Ad Hoc Committee and the Company, none of the parties hereto or any representative on any of their behalf shall (w) disclose the identities of the Consenting Noteholders, (x)
disclose the amount of holdings of Notes of any Consenting Noteholder; (y) disclose the terms of this Agreement; or (z) issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby.



(c) None of the foregoing shall prohibit the Company from
disclosing (i) the approximate aggregate holdings of the Notes by the Consenting Noteholders as a group, or (ii) the identity and holdings of Notes of the Consenting Noteholders as may be required by court order in the Proceedings Steps, if
applicable.



7.5 Post-Restructuring Corporate
Governance.



(a) The Company will propose to
one or more general meetings of shareholders that from the Effective Date its corporate documents and Articles of Association be amended to provide that the Companys new board of directors (the New Board) shall comprise
seven members in total. Of this number:



(i)
three directors to the New Board shall be appointed upon a binding nomination from the Ad Hoc Committee (or after the Effective Date, by a majority of the entities that were, prior to the Effective Date, members of the Ad Hoc Committee) from a list
of candidates containing the names of, in total, at least four nominees whose identities shall be provided to the Principal Shareholders for their selection;



(ii) three directors to the New Board shall be appointed upon a binding nomination from the Principal Shareholders from a list of
candidates containing the names of, in total, at least four nominees whose identities shall be provided to the Ad Hoc



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Committee (or after the Effective Date, by a majority of the entities that were, prior to the Effective
Date, members of the Ad Hoc Committee) for their selection; and



(iii) one director shall be appointed to the New Board upon a binding joint nomination by both the Principal Shareholders and the Ad Hoc Committee (or after the Effective Date, by a majority of the entities that were, prior to the
Effective Date, members of the Ad Hoc Committee), which nominee shall be from among the present members of the Companys management.



(b) The New Board will be elected on the Effective Date, or as soon as possible thereafter in accordance with the requirements of
applicable Dutch law, after the Ad Hoc Committees counsel provides WGM in writing with the identities of its four nominees in accordance with (i) herein. Upon the Effective Date, Mr. Christoph Schoeller will be elected as Chairman of the New
Board. Following the expiry of six (6) calendar months after the appointment of the New Board, an election will be held for a new Chairman. All members of the New Board shall then be entitled to stand for the position of Chairman, save that each New
Board member shall not be entitled to vote for his or her own election to that position.



(c) The structure of the New Board shall remain in place until the later of (i) the expiration of the Exercise Period or (ii) the approval of a valid resolution of shareholders (not in violation of
Section 7.5(g) hereof) voting at a shareholders meeting, convened and conducted in accordance with Dutch law and as otherwise provided in Section 7.5 hereof. Except with respect to the one director appointed to the New Board jointly by both the
Principal Shareholders and by the Ad Hoc Committee (or after the Effective Date, by a majority of the entities that were, prior to the Effective Date, members of the Ad Hoc Committee) pursuant to Section 7.5(a)(iii) hereof, should for any reason any
member of the New Board vacate office, then two alternate nominees will be offered for election, and one will be elected to fill the vacancy, in accordance with the structure of the New Board set forth in this Agreement, subject to the provisions of
Section 7.5(d) hereof.



(d) If, at any time after
the Effective Date but before the Valuation Date, the Principal Shareholders or their controlled Affiliates, taken together, cease to beneficially own at least 75% of the Ordinary Shares of the Company beneficially owned by the Principal
Shareholders jointly on the Effective Date, then the Principal Shareholders shall no longer have the right to appoint directors to the New Board as provided in Section 7.5(a)(ii) hereof, and such directors appointed by the Principal Shareholders may
be replaced at a general meeting of the Companys shareholders called by the New Board or otherwise as provided under applicable Dutch law, and such new directors shall be nominated and elected by a determination of a majority of the
Companys shareholders at any such general meeting of shareholders as provided under applicable Dutch law.



(e) The New Board will meet, either telephonically or in person, at least monthly for an initial period of six months and at least
quarterly thereafter unless otherwise agreed. Suitable compensation for members of the New Board will be agreed from time to time and all reasonable expenses reimbursed.



(f) From the Effective Date, except as set forth in this Agreement or may be required by applicable Law,
matters to be determined by the Companys Board of Directors and/or its shareholders shall not be subject to supermajority or similar rights.



(g) From the Effective Date until the expiration of the Exercise Period, (x) the Company, (y) each of SLS, SLT and (z) each Consenting
Noteholder for so long as it either owns, or has the entitlement to vote in respect of, any Restructuring Shares, shall not act, whether alone or in concert with any other Person, advise, assist or encourage any other Person to act in a manner which
could reasonably be expected to frustrate or adversely affect



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the corporate governance structure of the New Board as contemplated in this Agreement, including, but not
limited to, the provisions herein and in the Articles of Association of the Company related to weighted membership.



7.6 Supermajority Board Approval. Subject to the statutory requirements of Dutch law (including, without limitation, approval of a
resolution of the General Meeting of shareholders to amend the Articles of Association to that effect), except for any matters which may otherwise relate to the Amended Senior Bank Credit Facility, certain actions taken by the Company prior to the
Exercise Period and until the expiration of the Exercise Period (or earlier exercise of all Exchange Warrants) shall require the affirmative vote of at least five of the seven members of the Board of Directors of the Company for approval, which
actions shall be limited to, the following:



(a)
acquisition or disposition of material assets, recapitalization, transformation, spin-off, consolidation, merger or reorganization or sale of the Company;



(b) any material borrowing, to the extent not provided for in the Management Business Plan, dated as of 19 April 2002 ( the
Management Business Plan);



(c) declaration or payment of dividends or other distributions or formulation of a change to the general policy with respect to declaration or payment of dividends;



(d) any transaction with any related third party or Affiliate;



(e) proposed amendments to the Companys Articles of
Association;



(f) convening general meetings of
shareholders and determining the items on the agenda thereof, either on its own accord or, amongst others, upon request of one or more shareholders; and



(g) issuance of additional securities by the Company other than options issued pursuant to the Management Share Incentive Plan as provided
herein.



7.7 Additional Consenting Noteholder
Actions.



(a) The Ad Hoc Committee is hereby
irrevocably and unconditionally designated by each of the Consenting Noteholders as their representatives (other than Consenting Noteholders themselves Committee members) to act for and represent the Consenting Noteholders with respect to all
matters arising out of, or related to, this Agreement or the Restructuring Documents, as well as matters which require notice to be given to the Consenting Noteholders or where any determination, waiver or amendment is required by the Consenting
Noteholders under this Agreement or any Restructuring Documents. The designation of the Ad Hoc Committee made pursuant to this Section shall terminate upon the Effective Date.



(b) Each Consenting Noteholder hereby unconditionally and irrevocably appoints Cadwalader, Wickersham &
Taft (and as necessary, their designated Dutch and German counsel, Loyens & Loeff and Haarmann, Hemmelrath & Partner, respectively) as such Consenting Noteholders agent, proxy and attorney-in-fact, with full power of substitution, for
all purposes set forth in this Agreement and any Restructuring Documents, including the full power and authority on such Persons behalf to (i) execute on such Consenting Noteholders behalf any agreement or document related to the
Restructuring, (ii) vote in any proceeding in accordance with such Consenting Noteholders obligations herein, (iii) give and receive all notices required to be given under this Agreement and any



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Restructuring Documents and (iv) take any and all additional action as is contemplated to be taken by the
Consenting Noteholder by the terms of this Agreement and any Restructuring Documents.



7.8 Additional Actions of SLT and SLS. If the payment of the exercise price of the Exchange Warrants up to a total of EUR 50,000 by the Company as contemplated in Section 4.2(b) hereof results
in any adverse tax consequence for the Company, SLT and SLS shall indemnify the Company for the amount of any losses directly related to any such adverse tax consequence, provided,however, in the event that, prior to the payment of
such exercise price, it is determined that such adverse tax consequence for the Company, either individually or in the aggregate, is likely to arise that exceeds EUR 50,000, then the Company shall not pay the exercise price of the Exchange Warrants
on behalf of the holders of the Exchange Warrants as provided in Section 4.2(b) hereof, and neither SLT or SLS shall have any indemnification obligation to the Company. In addition, each of SLT and SLS agree to waive any claim which they may have
(acting either singly or together) against the Company directly relating to the payment of the exercise price of the Exchange Warrants by the Company as provided in Section 4.2(b) hereof.



ARTICLE VIII



TERMINATION AND RETURN OF RIGHTS



8.1 Termination of Agreement. This Agreement may be terminated as follows:



(a) at the election of the Ad Hoc Committee at any time after
26 September 2002 should any of the Company, SLT or SLS not execute the Agreement by sending their signature page(s) to the Company by 25 September 2002;



(b) at the election of either the Company, SLT or SLS at any time after 26 September 2002 should for any reason signatures not have been
obtained upon the Restructuring Agreement from Consenting Noteholders representing at least 75% of the total value of all claims of the holders of the Notes, in accordance with the condition precedent set forth in Article I hereto;



(c) at the election of any of the Company, the Ad Hoc
Committee, SLT or SLS on the Termination Date if the Effective Date has not occurred on that date; provided that the terminating party is not in breach of any of its obligations hereunder;



(d) prior to the Effective Date, by mutual written consent of
the Company, the Ad Hoc Committee, SLT and SLS;



(e) prior to the Effective Date, by the Company or the Ad Hoc Committee if there shall be in effect a final non-appealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby; it being agreed that the Company shall promptly appeal any adverse determination which is not non-appealable (and pursue such appeal with reasonable diligence);



(f) at the election of any of the Company, the Ad Hoc
Committee, SLT or SLS if, from the date hereof, the Company receives notice of a default under the Senior Bank Credit Facility or Amended Senior Bank Credit Facility, as applicable, which allows the Senior Bank Creditors to implement any
enforcement, acceleration or other action against any company in the IFCO Group in relation to any obligations of any of those companies to the Senior Bank Creditors under the Senior Bank Credit Facility or Amended Senior Bank Credit Facility, as
applicable;



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(g) at the
election of the Ad Hoc Committee if, prior to 17 October 2002 the Senior Bank Creditors have not both (i) consented to the Restructuring; and (ii) entered into an Amended Senior Bank Credit Facility with, among others, the Company, both in form and
substance, in respect of (i) and (ii) respectively, satisfactory to the Ad Hoc Committee;



(h) at the election of any of the Company, the Ad Hoc Committee, SLT or SLS if either the Company, or any other company in the IFCO Group enters into any insolvency proceedings, whether voluntary or
involuntary, in either the Netherlands, Germany or the United States or any other jurisdiction (including any winding up petition, bankruptcy, pre-packaged transaction and/or re-organization executed via an insolvency process, or any composition
with creditors) whether undertaken alone, or in conjunction with any other bankruptcy proceedings referred to herein, save as may form part of the Restructuring Steps and/or which enjoy the written support of each of the parties hereto as the means
to effect the Restructuring or the Restructuring Steps provided, however that the terminating party is not in breach of its obligations hereunder;



(i) upon the Effective Date (except for the obligations of the parties hereunder that, by their terms,
survive beyond the Effective Date);



And at the written direction
of the Ad Hoc Committee (or its successor):



(j)
if the Company breaches in any material respect its respective representations, warranties or covenants set forth in this Agreement, provided that the terminating party is not in breach of its obligations hereunder; or



And at the written direction of the Company, SLT or SLS:



(k) if one or more of the Consenting Noteholders breaches in
any material respect its respective representations, warranties or covenants set forth in this Agreement, and as a result, Consenting Noteholders representing less than 75.1% of the aggregate principal amount of the Notes outstanding are in
compliance in all material respects with the terms and provisions of this Agreement, provided that the terminating party is not in breach of its obligations hereunder.



8.2 Return of Rights. In the event of termination of this Agreement by any party hereto as permitted
pursuant to subparagraph (a), (b), (c), (d), (e), (f), (g), (h), (j) and (k) of Section 8.1 hereof, the parties hereto agree that the rights of the parties hereto shall be returned to the same as prior to the entering into of this Agreement, despite
one or more of the Restructuring Steps having been completed. For the avoidance of doubt, in the event of termination pursuant to subparagraphs (a), (b), (c), (d), (e), (f), (g), (h), (j) and (k) of Section 8.1 prior to the Effective Date, the
Consenting Noteholders shall retain their Notes and maintain any rights and remedies available to them under the Indenture, applicable Law or otherwise with respect to any Default (as defined in the Indenture) that may have occurred at any time
prior to such an event and which Default has not been waived or otherwise cured.



8.3 Procedure upon Termination. In the event of termination and abandonment of this Agreement by any party hereto pursuant to sub-paragraph (a), (b), (c), (d), (e), (f), (g), (h), (j) and (k) of
Section 8.1 hereof, written notice thereof shall forthwith be given to the other parties as detailed in Section 9.11 hereof, and this Agreement and the obligations of each of the parties hereto shall terminate, and the transactions contemplated
hereunder shall be abandoned, without further action by any of the parties hereto.



8.4 Effect of Termination. In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under
this Agreement after the date of such termination and such termination shall be



26



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without liability to any of the other parties hereto; provided, however, that nothing in
this Section 8.4 shall relieve any party hereto of any liability for a breach of this Agreement or as arises under Sections 9.3, 9.4 or 9.5 hereof.



ARTICLE IX



MISCELLANEOUS



9.1 Certain Definitions.



(a) For purposes of this Agreement, the following terms shall have the meanings specified in this Article IX (such definitions and the
other defined terms used in this Agreement to be equally applicable to both the singular and plural forms of the terms herein defined):



1933 Act shall mean the U.S. Securities Act of 1933, as amended.



1934 Act shall mean the U.S. Securities
Exchange Act of 1934, as amended.



Ad
Hoc Committee shall mean Abbey National Treasury Services, Aberdeen Asset Managers Limited, DWS Investments SA, Invesco Asset Management Limited, Investec Asset Managers Limited, JO Hambro Capital Management Group, JP Morgan Chase Bank, M
& G, Merrill Lynch Investment Management and Morley Fund Management Limited, all of which are hereby designated by each of the Consenting Noteholders as their representatives to act for and represent the Consenting Noteholders with respect to
all matters arising out of or related to this Agreement and any Restructuring Documents which specify that the Ad Hoc Committee may so act, as well as matters which require notice to be given to the Consenting Noteholders under this Agreement and
any of the Restructuring Documents.



Affiliate shall mean, with respect to any Person, any other Person controlling, controlled by or under common control with such Person.



Amended Senior Bank Credit Facility shall mean the amended Senior Bank Credit Facility
agreement which shall be negotiated by the Company with the Senior Bank Creditors upon terms satisfactory to the Ad Hoc Committee.



Arbitrator shall have the meaning as set forth in Section 4.5.



Articles of Association shall mean the
articles of association of the Company.



Asset Sale shall mean any direct or indirect sale, issuance, conveyance, assignment, transfer, lease, or other disposition (including any sale and lease-back transaction), other than to the Company or any of its
Material Subsidiaries, in any single transaction or series of related transactions.



Board of Directors shall mean the board of directors of the Company.



Business Day shall mean any day of the year on which national banking institutions in New York, New York; London,
England; Frankfurt, Germany; or Amsterdam, the Netherlands are open to the public for conducting business and are not required or authorized to close.



27



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Businesses shall have the meaning set forth in Section 2.2 herein.



Capital Stock shall mean, with respect to any Person, any and all shares, interests, participations, or other
equivalents (however designated and whether or not voting) of corporate stock, partnership or limited liability company interests, or any other participation, right or other interest in the nature of an equity interest in such Person including,
without limitation, Common Stock and Preferred Stock of such Person, or any option, warrant, or other security convertible into any of the foregoing.



Capitalized Lease Obligations shall mean with respect to any Person, indebtedness represented by obligations under a
lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such indebtedness shall be the capitalized amount of such obligations determined in accordance with GAAP.



Chapter 11 Proceeding shall have the
meaning set forth in Section 4.10.



Common Stock of any Person shall mean all Capital Stock of such Person that is generally entitled (i) vote in the election of directors of such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers, or others that will control the management and policies of such Person.



Consenting Noteholders shall mean a Person a party hereto who has the right to vote and to direct the disposition of
one or more of the Notes.



Consolidated
Interest Expense shall mean, with respect to any Person, for any period, the aggregate amount of interest which, in conformity with GAAP, would be set forth opposite the caption interest expense or any like caption on an income
statement for such Person and its material subsidiaries on a consolidated basis including, but not limited to:



(i) Redeemable Dividends, whether paid or accrued, on Preferred Stock;



(ii) imputed interest included in Capitalized Lease Obligations;



(iii) all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers acceptance financing;



(iv) the net costs or profits associated with Hedging Obligations;



(v) amortization of other financing fees and expenses;



(vi) the interest portion of any deferred payment obligation;



(vii) amortization of discount or premium, if any;



(viii) interest-equivalent costs associated with
any Permitted Receivables Financing, whether accounted for as interest expense or loss on the sale of Receivables and Related Assets (factoring); and



(ix) all other non-cash interest expense (other than interest amortized to cost of sales);



plus, without duplication, (i) all net capitalized interest for such period,
(ii) all interest incurred or paid under any guarantee of indebtedness (including a guarantee of principal, interest or any combination thereof) of any Person, and (iii) the amount of all dividends or



28



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distributions paid on Disqualified Capital Stock (other than dividends paid or payable in shares of
Capital Stock of the Company that does not constitute Disqualified Capital Stock).



Consolidated Net Income shall mean, with respect to any Person, for any period, the aggregate of the Net Income of such Person and its material subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided, however that there shall be excluded therefrom:



(i) extraordinary or exceptional gains and losses, including, but not limited to, any net gain (but not loss) resulting from an Asset Sale
by the Person in question or any of its material subsidiaries other than in the ordinary course of business; and



(ii) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period
whether or not such operations were classified as discontinued).



Current Shareholders shall mean the existing (as of the date of this Agreement) holders of the Companys Ordinary Shares, together with holders of existing options, warrants and other instruments of the
Company.



Disqualified Capital
Stock shall mean any Capital Stock of a Person or a material subsidiary thereof which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable solely at the option of the holder thereof.



Dutch Composition Proceedings shall have the meaning set forth in Section 4.10.



EBITDA shall mean, with
respect to any Person and its material subsidiaries, for any period, an amount equal to:



(a) the sum of:



(i) Consolidated Net Income for such period, plus



(ii) the provisions for taxes for such period based on income or profits to the extent such income or profits were included in computing Consolidated Net Income and any provisions for taxes utilized in computing net loss
under Section (a) hereof, plus



(iii)
Consolidated Interest Expense for such period, plus



(iv) depreciation for such period on a consolidated basis, plus



(v) amortization for such period on a consolidated basis, plus



(vi) any other non-cash items decreasing Consolidated Net Income for such period (other than any non-cash item requiring an accrual or
reserve for cash disbursements in any future period), plus



(vii) all one-time, non-recurring losses, minus



(b) the sum of:



29



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(i) all
non-cash items increasing Consolidated Net Income for such period (other than any non-cash item that represents a reversal of an accrual or reserve initially recorded in anticipation of a cash disbursement to be made in a future period), all for
such Person and its material subsidiaries determined on a consolidated basis in accordance with US GAAP (based in U.S. dollars or Euro);



(ii) all Granulate Sales; and



(iii) all one-time, non-recurring profits or gains.



Effective Date shall mean the date upon which the following conditions have been
satisfied:



(a) if applicable, in the Proceedings
Steps when:



(i) an office copy of the final and
unappealable order from the Amsterdam Court approving a suspension of payments and akkoord in respect of the Company has been delivered to the Company and to the Ad Hoc Committee in accordance with this Agreement; and



(ii) an office copy of the final and unappealable order from
the U.S. Bankruptcy Court approving a re-organization plan of IFCO Systems NA in respect of itself and its U.S. subsidiaries in Chapter 11 Proceedings has been delivered to the Company and to the Ad Hoc Committee in accordance with this Agreement.



(b) if applicable, in the Private Subscription
Steps when a Private Subscription has opened, and closed, upon terms satisfactory both to the Company and to the Ad Hoc Committee.



Equity Issuance shall have the meaning as set forth in Section 4.3.



Exchange Warrants shall have the meaning as
set forth in Section 4.2.



Exercise
Period shall have the meaning as set forth in Section 4.2.



GAAP shall mean generally accepted accounting principles consistently applied as in effect in the United States.



Granulate Sales shall mean sales of RPC granulates as a result of the sales of broken RPCs. The Company uses the RPC
granulate in the RPC manufacturing process.



Governmental Body shall mean any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority
thereof, or any court or arbitrator (public or private).



Hedging Obligations shall mean, with respect to any Person, the net payment obligations of such Person under (a) interest rate swap agreements, interest rate capital agreements and interest rate collar agreements,
and (b) other agreements or arrangements entered into in order to protect such Person against fluctuations in commodity prices, interest rates or currency exchange rates.



IFCO Group shall mean IFCO Systems N.V. and its Material Subsidiaries as listed on
Schedule G attached hereto.



30



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IFCO
Systems NA shall mean IFCO Systems North America, Inc., the Companys principal subsidiary in the United States.



Indenture shall mean the indenture dated as of 8 March 2000, as amended by the First Supplemental Indenture, dated as
of 31 May 2000 and by the Second Supplemental Indenture, dated as of 8 September 2000 pursuant to which the Company issued the Notes.



Indenture Amendments shall mean certain amendments to the Indenture as set forth in Schedule B attached hereto
and consented to by the Consenting Noteholders which shall enter into force on the Effective Date.



Law shall mean any federal, state, local or foreign law (including common law), statute, code, ordinance, rule,
regulation or other requirement.



Liens shall mean, with respect to any property or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority, or other security agreement or preferential arrangement of any kind or any nature whatsoever.



Management Business Plan shall have the meaning as set forth in Section 7.6.



Management Share Incentive Plan shall have
the meaning as set forth in Section 4.4.



Market Method shall have the meaning as set forth in Section 4.5.



Material Subsidiaries shall mean the companies listed in Schedule G attached hereto.



Monthly Report shall have the meaning as
set forth in Section 7.2.



Multiple
Method shall have the meaning as set forth in Section 4.5.



Net Income shall mean, with respect to any Person, for any period, the net income (loss) of such Person determined in accordance with GAAP.



New Board shall have the meaning as set forth in Section 7.5.



Noteholders shall mean beneficial holders
of the Notes.



Noteholders Board
Representative shall have the meaning as set forth in Section 7.2.



Noteholders Board Representative CA shall have the meaning as set forth in Section 7.2(c).



Notes shall mean the EUR 200,000,000 10.625% Senior Subordinated Notes due 2010 issued by
the Company pursuant to the Indenture dated as of 8 March 2000, as amended by the First Supplemental Indenture, dated as of 31 May 2000 and by the Second Supplemental Indenture, dated as of 8 September 2000.



Order shall means any order, injunction,
judgment, decree, ruling, writ, assessment or arbitration award.





31



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Ordinary Shares shall mean the ordinary shares of the Company.



Person shall mean any individual, corporation, limited liability company, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.



Pre-Effective Date Period shall have the meaning as set forth in Section 7.1.



Preferred Stock shall mean any Capital
Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to dividends, distributions, or liquidation proceeds of such Person over the holders or other Capital Stock issued by such Person.



Principal Shareholders shall mean SLT and
SLS, the Schoeller family entities owning in aggregate some 45.5% of the Companys outstanding Ordinary Shares.



Private Subscription shall have the meaning as set forth in Section 4.11.



Private Subscription Documents shall have
the meaning as set forth in Section 2.6.



Private Subscription Steps shall have the meaning as set forth in Section 4.11.



Proceedings Orders shall mean (i) a final and unappealable order of the Amsterdam Court approving a suspension of
payments and akkoord in respect of the Company and (ii) a final and unappealable order of the U.S. Bankruptcy Court approving a re-organization plan of IFCO Systems NA in respect of itself and its U.S. subsidiaries under Chapter 11 of the
U.S. Bankruptcy Code.



Proceedings
Steps shall have the meaning as set forth in Section 4.10.



Receivables and Related Assets shall mean accounts receivable and instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to such receivables, including
interests in merchandise and goods, the sale or lease of which give rise to such receivable, related contractual rights, guarantees, insurance proceeds, collections, other related assets, and proceeds of all the foregoing.



Receivables Subsidiary shall mean one of
the Companys Subsidiaries which is established for the limited purpose of acquiring and financing Receivables and Related Assets and engaging in activities ancillary thereto.



Redeemable Dividend shall mean, for any dividend or distribution with regard to Preferred
Stock, the quotient of the dividend or distribution divided by the difference between one and the maximum statutory federal or national income tax rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred
Stock.



Restructuring shall
mean the financial restructuring of the Company and its subsidiaries on the terms and subject to the conditions set forth in this Agreement, with such modifications as mutually agreed to by the Company, the Consenting Noteholders, SLT and SLS.



Restructuring Conditions
shall have the meaning as set forth in Section 3.1.



32



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Restructuring Documents shall mean all agreements, documents, instruments or certificates contemplated by this Agreement or to be executed by such Person in connection with the Restructuring Steps.



Restructuring Shares shall have the meaning
as set forth in the Recitals.



Restructuring Steps shall mean the Proceedings Steps and the Private Subscription Steps, as applicable.



Restructuring Trustee shall mean a trustee acting on behalf of the Consenting Noteholders for the purpose of delivering
the Restructuring Shares to the Consenting Noteholders by means of the Private Subscription.



RPC shall mean returnable plastic containers.



Sellers Notes shall mean the US$6,625,000 9% Subordinated Promissory Note issued to William Haines in connection
with the acquisition by Bromley Acquisition Company, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company, of a number of pallet recycling businesses which now form part of the IFCO Group in the United States.



Senior Bank Creditors shall
mean the syndicate of banks comprised of Bank One NA, Canadian Imperial Bank of Commerce, The Royal Bank of Scotland, Bank of Nova Scotia, Dresdner Bank AG (New York and Grand Cayman branches), National City Bank, Banque Paribas and Comerica Bank
and represented by Bank One NA, as administrative agent.



Senior Bank Credit Facility shall mean the Second Amended and Restated Credit Agreement dated 31 December 2000 (as amended) between the Company and the Senior Bank Creditors.



SLS shall mean Schoeller Logistic Systems
GmbH, a German limited liability company whose commercial registry number is HRB 136813.



SLT shall mean Schoeller Logistic Technologies Holding GmbH, a German limited liability company whose commercial registry number is HRB 130413.



Subsidiaries shall mean all of the direct
and indirect subsidiaries of the Company.



Term Sheet shall mean the term sheet attached hereto as Schedule A hereto.



Termination Date shall mean (i) either (x) 31 December 2002, if the Restructuring is implemented other than by means of
the Proceedings Steps, or (y) 1 May 2003, if the Restructuring is implemented by means of the Proceedings Steps, or in either case, such later date as may be selected by the Ad Hoc Committee, acting reasonably; or (ii) the date upon which this
Agreement is terminated in accordance with its terms, whichever date is earlier.



Third Party Investment Banks shall have the meaning as set forth in Section 4.5.



Third Supplemental Indenture shall mean a supplemental indenture containing the Indenture Amendments referred to in
Schedule B.



33



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U.S.
Bankruptcy Code shall mean title 11 of the United States Code §§1011330.



U.S. Subsidiaries shall have the meaning as set forth in Section 4.10.



Valuation Date shall have the meaning as
set forth in Section 4.5.



Valuation
Instructions shall have the meaning as set forth in Section 4.5 and as attached at Schedule E hereto.



Valuation Period shall have the meaning as set forth in Section 4.5.



WGM shall have the meaning as set forth in
Section 2.6.



9.2 1995 Act on the Supervision
of the Securities Trade (Wet toezicht effectenverkeer 1995). The parties to this Agreement acknowledge that this Agreement is not a prospectus within the meaning of article 3.2(b) of the 1995 Act on the Supervision of the Securities Trade
of the Netherlands. With regard to the offering and the announcement of the offering of Restructuring Shares by the Company to the Consenting Noteholders and the offering and the announcement of the offering of Exchange Warrants by the Company to
the Principal Shareholders as contemplated in this Agreement, an exemption has been granted from the prohibition in article 3.1 of the 1995 Act on the Supervision of the Securities Trade of the Netherlands Act by the Netherlands Authority for the
Financial Market (Autoriteit Financiële Markten).



9.3 Survival of Representations and Warranties. The parties hereto hereby agree that the representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and the Effective
Date, regardless of any investigation made by the parties hereto.



9.4 Expenses. Each party hereto shall be solely responsible for all costs and expenses incurred by it in connection with the negotiation, preparation and execution of this Agreement and with its compliance with the
terms of this Agreement; provided, however, that the Company shall pay or procure the payment of:



(a) the reasonable legal fees and disbursements of Cadwalader, Wickersham & Taft, legal advisors to the Ad Hoc Committee (and, as
necessary, the Ad Hoc Committees designated Dutch and German counsel, Loyens & Loeff and Haarmann Hemmelrath & Partner, respectively) in connection with the Restructuring (on the terms and conditions of the engagement letter between
the Company and Cadwalader, Wickersham & Taft, dated 25 April 2002);



(b) the reasonable fees and disbursements of the Ad Hoc Committees financial advisors, Houlihan Lokey Howard & Zukin Capital and Close Brothers Corporate Finance Limited, in connection with the Restructuring (on
the terms and conditions of the engagement letter between the Company and Houlihan Lokey Howard & Zukin Capital and Close Brothers Corporate Finance Limited, dated 30 April 2002); and



(c) all other fees reasonably incurred by professionals as part of the Restructuring, including, but not
limited to, Gleacher & Company, as financial advisors to the Company, Weil, Gotshal & Manges, as legal advisors to the Company, Commerzbank as sponsor and listing agent for the Restructuring Shares and its legal advisors, and the executive
search firm to be selected by the Ad Hoc Committee to conduct a search for the Consenting Noteholders nominees to the New Board, in each case in accordance with the terms of engagement agreed in writing with them prior to the Effective Date.



34



---

Detailed transaction costs and estimates shall be provided to the Ad Hoc Committee as soon as reasonably
practicable and in any event, prior to the signing of this Agreement.



9.5 Specific Performance. Each of the parties hereto acknowledges and agrees that the breach of this Agreement shall cause irreparable damage to such party and that it shall not have an adequate remedy at law.
Therefore, the obligations of the parties hereto under this Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief shall be applied for and granted in
connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.



9.6 Further Assurances. Each of the parties hereto
agrees to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.



9.7 Submission to Jurisdiction; Consent to
Service of Process.



(a) The parties hereto
hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court sitting in New York City, or in the alternative within the State of New York, over any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to
the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the
parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.



(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any
suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 9.11 hereof.



9.8 Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto) represents the entire
understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this
Agreement signed by the Company, the Ad Hoc Committee (on behalf of Consenting Noteholders), SLT and SLS. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies
provided by applicable Law. In case of any dispute between this Agreement and the Term Sheet attached hereto as Schedule A, this Agreement shall prevail.



9.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED IN SUCH STATE.



35



---



9.10
Headings. The Section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.



9.11 Notices. All notices and other communications under this Agreement shall be in writing and shall
be deemed given when delivered personally or mailed by certified mail, return receipt requested, to the parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address
as a party may have specified by notice given to the other party pursuant to this provision):



If to the Company, to:



IFCO Systems N.V.

Zugspitzstrasse 15

D-82049 Pullach

Germany

Telephone: +49 89 744 91 244

Facsimile: +49 89 744 91 239

Attention: Karl Pohler, Michael Nimtsch



with a copy to:



Weil, Gotshal & Manges

One South Place

London EC2M 2WG

United Kingdom

Telephone: +44 (0)20 7903 1000

Facsimile: +44 (0)20 7903 0990

Attention: Stephen E. Jacobs, S. Wade Angus



If to (i) a particular Consenting Noteholder, to its address listed on the signature pages
hereto, with a copy to, or (ii) all the          Consenting Noteholders, to:



The Ad Hoc Committee of Noteholders of IFCO Systems N.V.

c/o Cadwalader, Wickersham & Taft

265 Strand

London WC2R 1BH

United Kingdom

Telephone: +44 (0)20 7170 8700

Facsimile: +44 (0)20 7170 8600

Attention: Andrew Wilkinson, Richard Nevins



If to Schoeller Logistic Technologies Holding GmbH, to:



Schoeller Logistic Technologies Holding GmbH

Zugspitzstrasse 15

D-82049 Pullach

Germany

Telephone: +49 89 744 91 100

Facsimile: +49 89 744 91 299

Attention: Christoph A. Schoeller



If to Schoeller Logistic Systems GmbH, to:



36



---



Schoeller Logistic Systems GmbH

Zugspitzstrasse 15

D-82049 Pullach

Germany

Telephone: +49 89 744 91 100

Facsimile: +49 89 744 91 299

Attention: Christoph A. Schoeller



9.12 Severability. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.



9.13 Binding Effect; Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to
this Agreement. Except as contemplated in Sections 2.2, 2.3 and 2.4 hereof, no assignment of this Agreement or of any rights or obligations hereunder may be made by any of the parties hereto (by operation of law or otherwise) without the prior
written consent of the other parties hereto and any attempted assignment without the required consents shall be void.



9.14 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement. The word including shall mean including without limitation. The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has
breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant.



9.15 Incorporation of Schedules. The Schedules identified in this Agreement are incorporated herein by reference and made a
part hereof.



9.16 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document.



[SIGNATURES BEGIN ON NEXT PAGE]



37



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CONFIDENTIAL



[RESTRUCTURING AGREEMENT SIGNATURE PAGE]



IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.



IFCO SYSTEMS
N.V.By:

/s/    KARL
POHLERName: Title:

Karl Pohler Chief Executive Officer






By:

/s/    MICHAEL W.
NIMTSCHName: Title:

Michael W. Nimtsch Chief Financial Officer




---



[RESTRUCTURING AGREEMENT SIGNATURE PAGE]



SCHOELLER LOGISTIC TECHNOLOGIES HOLDING GMBHBy:

/s/    CHRISTOPH SCHOELLER/s /    MARTIN SCHOELLERName: Title:

C. Schoeller



M.
SchoellerSCHOELLER LOGISTIC SYSTEMS GMBHBy:

/s/    MARTIN SCHOELLERName: Title:

M. Schoeller






---



[RESTRUCTURING AGREEMENT SIGNATURE PAGE]



The undersigned hereby authorizes this Restructuring Agreement Signature Page (or a photocopy hereof, which shall be valid for all purposes) to be attached to the Restructuring Agreement dated as of 18
September 2002, or counterparts thereof.



|Print name of Consenting Noteholder     |  |  |  | Signature of Consenting Noteholder, if an individual                                       
|--------------------------------------- |  |  |  | -------------------------------------------------------------------------------------------
|                                       
|                                        |  |  |  | By:                                                                                        
|                                        |  |  |  | If an entity, signature of authorized person signing on such Consenting Noteholders
behalf
|Record Address of Consenting Noteholder |  |  |  |                                                                                            
|City, State and Postal Code             |  |  |  | Name:                                                                                      
|                                       
|Country                                 |  |  |  | Title:                                                                                     



The Consenting Noteholder shall also complete the following:



|Notes owned:                                               |  | Insert face amount of Notes owned:
|---------------------------------------------------------- |  | ----------------------------------
|                                                          
|                                                          
|EUR 200,000,000 10.625% Senior Subordinated Notes due 2010 |  |                                   
|                                                          



Please provide details of the following (where known):



|                  
|------------------
|Custodian Name:   
|                  
|Custodian Address:



Clearing
system through which Notes are held (please delete as applicable):



Euroclear / Clearstream / Depositary Trust Company (DTC)



---



SCHEDULE
A





IFCO Systems N.V.





Restructuring Term Sheet



---



CONFIDENTIAL



THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER
FOR PURCHASE, SALE OR SUBSCRIPTION OF OR SOLICITATION OR INVITATION OF ANY OFFER TO BUY, SELL OR TO SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION, NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR
COMMITMENT WHATSOEVER. IN PARTICULAR, THIS DOCUMENT (A) DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OFFER TO SELL, SUBSCRIBE, SOLICIT, OR INVITE ANY OFFER TO PURCHASE, SELL, SUBSCRIBE OR SOLICIT FOR ANY SECURITIES UNDER ANY APPLICABLE
SECURITIES LAWS OF EITHER THE NETHERLANDS AND/OR THE REPUBLIC OF GERMANY; AND (B) SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES WITHIN THE UNITED STATES OR WITH RESPECT TO ANY U.S. PERSON. ANY OFFER TO
SELL OR THE SOLICITATION OF ANY OFFER TO BUY IN THE UNITED STATES IN RESPECT OF U.S. PERSONS WILL BE MADE IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ONE OR MORE EXEMPTIONS FROM REGISTRATION THEREUNDER.



THIS DOCUMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE OUTSIDE THE UNITED
KINGDOM (II) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTIONS ORDER 2001 (THE ORDER) OR (III) FALL WITHIN ARTICLE 49(2) (A) TO (D) OF THE ORDER AND TO THE RELEVANT PERSONS
AS PRESCRIBED THEREIN. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT APPLIES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.



THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS
DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. BY ACCEPTING THIS DOCUMENT YOU AGREE TO BE BOUND BY THE FOREGOING INSTRUCTIONS.



---



Introduction



IFCO Systems N.V. (the Company) has
entered into a Second Amended and Restated Credit Agreement dated 31 December 2000 (as amended) (the Senior Credit Facility) with a number of bank creditors (the Senior Bank Creditors) identified herein and
represented by Bank One NA, as administrative agent (the Administrative Agent). The Senior Credit Facility includes, among other things, a term loan facility (the Term Loan) and a revolving credit facility (the
Revolver). The Company, together with certain of its subsidiaries (the IFCO Group) have guaranteed the debts and obligations owed to the Senior Bank Creditors under the Senior Credit Facility by means of a
Guarantee and Collateral Agreement dated 8 March 2000, as amended (the GCA) and related security documentation.



The Company has also issued EUR 200 million 10.625% Senior Subordinated Notes due 2010 (the Notes). Each of the Notes has been
guaranteed by a number of companies in the IFCO Group (together the Subsidiary Guarantors).



On 25 August 2000, Bromley Acquisition Company, Inc, a Delaware corporation, (Bromley) issued a US$6,625,000 9% Subordinated Promissory Note (the Sellers
Notes) to William Haines in connection with Bromleys acquisition of a number of pallet recycling businesses which now form part of the IFCO Group. Bromley is one of the IFCO Groups U.S. subsidiaries and is a guarantor under the
Notes.



This term sheet (the Term Sheet) sets
out the basis upon which the Ad Hoc Committee of Noteholders (the Ad Hoc Committee) are prepared to carry out a restructuring (the Restructuring) of the Notes and assumes that the existing (as of the date
hereof) ordinary equity holders of the Company (the Current Shareholders) approve, as required under applicable Dutch law, the Restructuring on the terms set out herein and that the Restructuring will be supported by the
Companys board of directors (the Board).



The Term Sheet is an agreement in principle and is not intended to create legally binding obligations. The Restructuring contemplated in this Term Sheet remains subject to the execution of definitive documentation, approval by the
Senior Bank Creditors, and the Restructuring remains subject to the sanction of the requisite number of Noteholders referred to under Noteholder Undertakings below and the support of the Schoeller family entities owning in aggregate some
45.5% of the Companys outstanding voting shares (the Principal Shareholders). Accordingly, this Term Sheet should not be regarded as an offer to any party which is capable of acceptance by any means.



The Ad Hoc Committee has retained Houlihan Lokey Howard & Zukin Capital
and Close Brothers Corporate Finance Limited (Houlihan Close) as its joint financial advisors to assist it in the Restructuring. The Ad Hoc Committee is also advised on the legal issues involved with the proposed Restructuring by
Cadwalader, Wickersham & Taft (CWT) and CWTs Dutch and German counsel, Loyens Loeff and Haarmann Hemmelrath & Partner, respectively.



The Ad Hoc Committees professional advisors are not advising the Company, the Senior Bank Creditors nor any of their
professional advisors, and make no representation or warranty, whether express or implied, with respect to the completeness or accuracy or any information contained in this Term Sheet or otherwise provided to Noteholders.





---



DETAILED
TERMS FOR THE RESTRUCTURING



|The Company:           |  | IFCO Systems N.V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      
|The Issuer:            |  | IFCO Systems N.V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                      
|Subsidiary Guarantors: |  | Each of the companies in the IFCO Group which have guaranteed the Issuers obligations under the
Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      
|Senior Bank Creditors: |  | The syndicate of banks comprising Bank One NA, Canadian Imperial Bank of Commerce, The Royal Bank of Scotland, Bank of
Nova Scotia, Dresdner Bank AG (New York and Grand Cayman branches), National City Bank, Banque Paribas and Comerica Bank.                                                                                                                                                                                                                                                                                                                                         
|                      
|Administrative Agent:  |  | Bank One, NA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      
|Noteholders:           |  | Beneficial holders of the Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                      
|Restructuring:         |  | Notes: The Notes (including all accrued interest) will be exchanged for ordinary shares of the Company
representing on a primary basis 90% of the issued ordinary share capital of the Company immediately following the Restructuring in accordance with the terms and subject to the conditions of this Term Sheet and the Restructuring Agreement to which
this Term Sheet shall be annexed.                                                                                                                                                                                          
|                      
|                       |  | Senior Bank Creditors: The Senior Bank Creditors will remain unimpaired in all respects with the
existing security package remaining unchanged. The Company will use its reasonable best efforts to agree to appropriate terms with the Senior Bank Creditors to ensure adequate credit facilities and working capital are available to the IFCO Group for
the twelve (12) month period following closing of the Restructuring on such terms as are reasonably satisfactory to the Ad Hoc Committee.                                                                                     
|                      
|                       |  | Capital Lease Providers: All capital lease obligations will remain unaffected by the proposed
Restructuring and will be paid in full as such claims become due and payable.                                                                                                                                                                                                                                                                                                                                                                                                              
|                      
|                       |  | Schoeller Wavin Systems AG (SWS): Management of the Company will use its reasonable best
efforts to renegotiate more favorable terms of the payment agreement with SWS, subject to the consent of the Ad Hoc Committee (or its successors) which shall not be unreasonably withheld.                                                                                                                                                                                                                                                                                                   
|                      
|                       |  | Sellers Notes: The Company is in the process of negotiating a settlement with the holders of the
Sellers Notes. The Company will pursue the most economical option of either (i) purchasing the Sellers Notes at a significant discount to their face value, or (ii) discharging the Sellers Notes through a Chapter 11 proceeding under
the U.S. Bankruptcy Code. The cost and terms of any such settlement or the terms of any such discharge in a Chapter 11 proceeding shall be subject to the consent of the Ad Hoc Committee, which consent shall not be unreasonably
withheld.
|                      
|                       |  | General Unsecured Obligations: All other general unsecured and unsubordinated creditors of the Company,
other than the Noteholders, will remain unaffected by the proposed Restructuring and will be paid in full as such claims become due and payable. The Noteholders agree to waive any                                                                                                                                                                                                                                                                                              



---



|                                                 
|-------------------------------------------------
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|Existing Options, Warrants and Other Instruments:



---

|          
|----------
|          
|          
|Valuation:
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          



---

|                                     |  | in assessing the valuation, (b) will indicate that the purpose of said valuation analysis is to
eliminate the effect of market manipulation on the Companys equity which may impact the Market Method, (c) will indicate that any such valuation should be an equity valuation and not a per share valuation, and (d) will indicate that each
respective valuation analysis must result in a single point valuation of the Companys equity value and will be based on information that management of the Company would ordinarily make available to equity
analysts                                                                                
|------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    
|Shareholders and Their Undertakings: |  | The Current Shareholders shall be required to approve as required under applicable Dutch law (a) the
increase of the Companys share capital necessary to create sufficient share capital of the Company to enable the ordinary shares to be allotted to the Noteholders plus additional shares, as appropriate, to provide for the management incentive
plan pursuant to the proposed Restructuring, (b) the reduction of the par value of the ordinary shares to EUR 0.01, and (c) any other necessary amendments to the Companys Articles of Association to implement the
Restructuring.                                                           
|                                    
|                                     |  | The Principal Shareholders shall be required to vote their shares in favor of the increase of the
Companys share capital described above and all other matters approved by the Current Shareholders in connection with the Restructuring in accordance with this Term Sheet and the Restructuring Agreement.                                                                                                                                                                                                                                                                                                                                          
|                                    
|                                     |  | The Restructuring Agreement shall contain appropriate voting undertakings from the Principal
Shareholders which shall ensure that if any such shareholder sells, assigns or otherwise conveys their respective shares in the Company, the transferees assumption of the undertakings shall be a condition of such a sale, assignment or
conveyance of those shares, and the Principal Shareholders shall also procure that the transferee shall exercise its votes in favor of any resolutions in support of the Restructuring. In addition, in the formal undertakings, the Principal
Shareholders shall disclose their identities and shareholdings.
|                                    
|                                     |  | All new shares issued will carry pre-emption rights. Prior to the issue of new shares it is presently
intended that the number of shares will be reduced through a 10:1 consolidation of share capital (according to current estimates) and a concomitant reduction in nominal share capital, in accordance with Dutch law.                                                                                                                                                                                                                                                                                                                            
|                                    
|Noteholder Undertakings:             |  | Holders of the Notes shall, to the extent permitted under the terms of the Indenture governing the
Notes (the Indenture), agree to waive all defaults Arising under the Indenture pertaining to the Notes until the Effective Date of the Restructuring or the earlier termination of the Restructuring Agreement.                                                                                                                                                                                                                                                                                                                                   
|                                    
|                                     |  | In addition and in effecting the Restructuring, holders of the Notes shall (i) consent to the removal
and/or amendment of all material non-payment covenants in the Indenture; and (ii) agree not to declare or take any action to trigger any event of default resulting in an acceleration of the obligations of the Notes under the Indenture, until the
Effective Date of the Restructuring or the earlier termination of the Restructuring Agreement.                                                                                                                                                                                             
|                                    
|                                     |  | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                    
|                                     |  | Noteholders owning at least 75% of the Notes shall enter into formal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   





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|                                
|--------------------------------
|                                
|                                
|Structure of Transaction:       
|                                
|Management Undertakings:        
|                                
|Registration Requirements:      
|                                
|Listings:                       
|                                
|Information Rights:             
|                                
|Management Share Incentive Plan:



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|                             
|-----------------------------
|                             
|                             
|Board Representation Rights: 
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|Supermajority Board Approval:



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|                                              |  | approval, which actions shall be limited to, the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             
|                                              |  |       Acquisition or disposition of material
assets, recapitalization, transformation, spin-off, consolidation,   merger or reorganization or sale of the Company;        any material borrowing, to the extent not provided for in the Management
Business Plan, dated as of 19   April 2002;        declaration or payment of dividends or other distributions or formulation of a change to the general   policy with respect to declaration or payment of
dividends;        proposed amendments to the Companys Articles of Association; and        issuance of additional securities by the Company except warrants issued
pursuant to any management   compensation or Share Incentive Plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                             
|Advisory Fees:                                |  | All fees to the professionals incurred as part of the Restructuring shall be paid by the Company in accordance with
the terms of engagement agreed in writing with them prior to the closing of the Restructuring. Detailed transaction costs and estimates shall be provided to the Ad Hoc Committee as soon as reasonably practicable and in any event, prior to the
signing of the Restructuring Agreement contemplated by this Term Sheet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                             
|Conditionality of Transaction:                |  | Implementation of the Restructuring upon the principal terms herein specified is further subject to the satisfaction
(or waiver by the Ad Hoc Committee) of the following conditions: (i) this agreement in principle by the Company, its principal shareholders and the Ad Hoc Committee of the terms set out herein by no later than 5 p.m. London time on Thursday, 27 June
2002; (ii) the Senior Bank Creditors agree to reinstate their borrowings in accordance with the terms of the Senior Credit Facility and do not accelerate any claim for payment under the Senior Credit Facility until the completion of the
Restructuring Steps and the Senior Bank Creditors agree to a term sheet which will also be agreed upon by the Company and the Ad Hoc Committee; (iii) the successful commencement and implementation of the Restructuring Steps; (iv) the necessary
resolutions having been adopted by the Current Shareholders and the Articles of Association having been amended to create the equity necessary to implement the Restructuring; (v) no material adverse tax consequences for the IFCO Group shall arise
from the Restructuring; (vi) no termination and/or acceleration of any payment obligation of any contract of any company in the IFCO Group which could reasonably be expected to have a material adverse effect on the IFCO Group taken as a whole; and
(vii) except for litigation known at the time of definitive documentation, no litigation is pending or threatened which if resolved in a manner adverse to the IFCO Group could reasonably be expected to cause a material adverse effect on the IFCO
Group taken as a whole.
|                                             
|Share Allocation  Hypothetical Illustration: |  | See Table A for clarification of the allocation of equity following exercise of Exchange Warrants at the specified equity
values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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|          
|----------
|Publicity:





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SCHEDULE
B



INDENTURE AMENDMENTS



The proposed Indenture Amendments to the Indenture will be
contained in a Third Supplemental Indenture. The following is a summary of the Indenture Amendments. Capitalized terms used but not defined in the following summary have the meanings assigned to them in the Indenture.



The Third Supplemental Indenture will, in substance, eliminate the
following covenants and other provisions of the Indenture:



|Section 4.02 |  | Provision of Financial Statements and Other Information;                                
|------------ |  | ----------------------------------------------------------------------------------------
|            
|Section 4.03 |  | Waiver of Stay, Extension or Usury Laws;                                                
|            
|Section 4.04 |  | Compliance Certificate; Notice of Default; Tax Information;                             
|            
|Section 4.05 |  | Payment of Taxes and Other Claims;                                                      
|            
|Section 4.06 |  | Corporate Existence;                                                                    
|            
|Section 4.09 |  | Maintenance of Properties and Insurance;                                                
|            
|Section 4.10 |  | Limitation on Additional Indebtedness;                                                  
|            
|Section 4.11 |  | Limitation on Restricted Payments;                                                      
|            
|Section 4.12 |  | Limitation on Other Senior Subordinated Indebtedness;                                   
|            
|Section 4.13 |  | Limitation on Certain Asset Sales;                                                      
|            
|Section 4.14 |  | Limitation on Transactions with Affiliates;                                             
|            
|Section 4.15 |  | Limitation on Liens;                                                                    
|            
|Section 4.16 |  | Limitation on Investments;                                                              
|            
|Section 4.17 |  | Change of Control Offer;                                                                
|            
|Section 4.18 |  | Limitation on Dividend and other Payment Restrictions Affecting Restricted Subsidiaries;
|            
|Section 4.19 |  | Limitation on Preferred Stock of Restricted Subsidiaries;                               
|            
|Section 4.20 |  | Limitation on Creation of Subsidiaries;                                                 
|            
|Section 4.21 |  | Limitation on Sale and Lease-Back Transactions; and                                     
|            
|Section 5.02 |  | Successor Person Substituted.                                                           







































80



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The Indenture Amendments will,
in substance, amend the following provisions contained in the Indenture:



Section 5.01 of the Indenture, entitled Limitation on Consolidation, Merger and Sale of Assets, will be amended to delete clause (3), which requires that, after giving effect to a
consolidation or merger of the Company or one of its Restricted Subsidiaries into another person or the conveyance, transfer or lease of all or substantially all of the assets by the Company or such Restricted Subsidiary to any other person or
merger of another person with or into the Company or such Restricted Subsidiary, either the Company, the Restricted Subsidiary or the successor entity be able to incur at least EUR 1.00 of additional Indebtedness.



Section 6.01 of the Indenture, entitled Events of
Default, sets forth the Events of Default with respect to the Notes. The Indenture Amendments will eliminate the following Events of Default in the Indenture:



Section 6.01(c)         Continuing failure to comply
with certain covenants;



Section
6.01(d)         Failure to pay principal amount of Indebtedness; and



Section 6.01(e)         Final, non-appealable judgments.



Section 9.04 of the Indenture, entitled Conditions to
Defeasance or Covenant Defeasance, will be amended to delete Section 9.04(b), which currently requires the delivery of an opinion of counsel to the Trustee prior to the Company claiming Legal Defeasance or Covenant Defeasance.



The Indenture Amendments will constitute a single proposal and a Consenting
Noteholder must consent to the Indenture Amendments in their entirety and may not consent selectively with respect to certain Indenture Amendments.



The Indenture Amendments will be effected by a Third Supplemental Indenture, which will be executed at or promptly following the date the requisite
consents have been obtained. Although the Third Supplemental Indenture will be executed at or promptly following the date the requisite consents have been obtained, the Indenture Amendments will not become operative until the Effective Date.



81



---

SCHEDULE C





EQUITY OVER WHICH THE EXCHANGE
WARRANTS ARE EXERCISABLE



|Number of shares over which Exchange Warrants may be exercised123 |  | Exercisable if Equity Value equals or falls between4 |  | Noteholder Shareholding post-exercise of Exchange Warrants |  | Current Shareholder Shareholding post-exercise of
Exchange Warrants
|----------------------------------------------------------------- |  | ---------------------------------------------------- |  | ---------------------------------------------------------- |  | -------------------------------------------------------------------
|1.1                                                               |  | 310,000,000 and 329,999,999                        |  | 89.0%                                                      |  | 11.0%                                                              
|2.3                                                               |  | 330,000,000 and 349,999,999                        |  | 88.0%                                                      |  | 12.0%                                                              
|3.4                                                               |  | 350,000,000 and 369,999,999                        |  | 87.0%                                                      |  | 13.0%                                                              
|4.7                                                               |  | 370,000,000 and 389,999,999                        |  | 86.0%                                                      |  | 14.0%                                                              
|5.9                                                               |  | 390,000,000 and 409,999,999                        |  | 85.0%                                                      |  | 15.0%                                                              
|7.1                                                               |  | 410,000,000 and 429,999,999                        |  | 84.0%                                                      |  | 16.0%                                                              
|8.4                                                               |  | 430,000,000 and 449,999,999                        |  | 83.0%                                                      |  | 17.0%                                                              
|9.8                                                               |  | 450,000,000 and 469,999,999                        |  | 82.0%                                                      |  | 18.0%                                                              
|11.1                                                              |  | 470,000,000 and 489,999,999                        |  | 81.0%                                                      |  | 19.0%                                                              
|12.5                                                              |  | 490,000,000 and 509,999,999                        |  | 80.0%                                                      |  | 20.0%                                                              
|14.6                                                              |  | 510,000,000 and 529,999,999                        |  | 78.5%                                                      |  | 21.5%                                                              
|16.9                                                              |  | 530,000,000 and 549,999,999                        |  | 77.0%                                                      |  | 23.0%                                                              
|19.2                                                              |  | 550,000,000 and 569,999,999                        |  | 75.5%                                                      |  | 24.5%                                                              
|21.6                                                              |  | 570,000,000 and 589,999,999                        |  | 74.0%                                                      |  | 26.0%                                                              
|24.1                                                              |  | 590,000,000 and 609,999,999                        |  | 72.5%                                                      |  | 27.5%                                                              
|26.8                                                              |  | 610,000,000 and 629,999,999                        |  | 71.0%                                                      |  | 29.0%                                                              
|29.5                                                              |  | 630,000,000 and 649,999,999                        |  | 69.5%                                                      |  | 30.5%                                                              

---

|1 |  | For the avoidance of doubt, the proportion of equity over which Exchange Warrants may be exercised will be the specific amount set out in the schedule above and will
not be a cumulative amount for valuation ranges up to the determined valuation.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2 |  | Assumes there are 100 shares issued and outstanding immediately following the closing of the Restructuring with Current Shareholders holding 10 shares and
Noteholders holding 90 shares.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3 |  | For the avoidance of doubt, numbers in this column have been rounded to one decimal place. The true number of shares shall be calculated more accurately by reference
to the exact percentages as set out in the final two columns of this table.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4 |  | In the event that (x) the Restructuring is implemented by means of a Private Subscription and (y) any Notes are not exchanged pursuant to a Private Subscription on
or prior to the Effective Date, then the values in this column shall be reduced by the lower of (i) the face value of the Notes outstanding and not exchanged pursuant to a Private Subscription plus all accrued and unpaid interest thereon as of the
Valuation Date, or (ii) the aggregate cash amount or, in the case of non-cash consideration, the fair market value of such consideration as of the date of the exchange of such Notes, used between the Effective Date and the Valuation Date to redeem
or otherwise extinguish any Notes not exchanged pursuant to a Private Subscription on or prior to the Effective Date.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



82



---



|Number of shares over which Exchange Warrants
may be exercised123 |  | Exercisable if Equity Value equals or falls between4 |  | Noteholder Shareholding post- exercise of Exchange Warrants |  | Current Shareholder Shareholding post-exercise of Exchange Warrants
|----------------------------------------------------------------- |  | ---------------------------------------------------- |  | ----------------------------------------------------------- |  | -------------------------------------------------------------------
|32.3                                                              |  | .650,000,000 and 669,999,999                       |  | 68.0%                                                       |  | 32.0%                                                              
|35.3                                                              |  | 670,000,000 and 689,999,999                        |  | 66.5%                                                       |  | 33.5%                                                              
|38.5                                                              |  | Above 690,000,000                                   |  | 65.0%                                                       |  | 35.0%                                                              



83



---

SCHEDULE D





MARKET METHOD FACTORS



|Total Equity Value |  | Noteholders Value |  | Old Equity Value |  | Observable Market Value5 |  | Gross-Up Multiple6
|------------------ |  | ----------------- |  | ---------------- |  | ------------------------ |  | ------------------
|300                |  | 270               |  | 30               |  | 300.00                   |  | 1.0000            
|320                |  | 284               |  | 36               |  | 315.56                   |  | 1.0141            
|340                |  | 298               |  | 42               |  | 331.11                   |  | 1.0268            
|360                |  | 312               |  | 48               |  | 346.67                   |  | 1.0385            
|380                |  | 326               |  | 54               |  | 362.22                   |  | 1.0491            
|400                |  | 340               |  | 60               |  | 377.78                   |  | 1.0588            
|420                |  | 352               |  | 68               |  | 391.11                   |  | 1.0739            
|440                |  | 364               |  | 76               |  | 404.44                   |  | 1.0879            
|460                |  | 376               |  | 84               |  | 417.78                   |  | 1.1011            
|480                |  | 388               |  | 92               |  | 431.11                   |  | 1.1134            
|500                |  | 400               |  | 100              |  | 444.44                   |  | 1.1250            
|520                |  | 407               |  | 113              |  | 452.22                   |  | 1.1499            
|540                |  | 414               |  | 126              |  | 460.00                   |  | 1.1739            
|560                |  | 421               |  | 139              |  | 467.78                   |  | 1.1971            
|580                |  | 428               |  | 152              |  | 475.56                   |  | 1.2196            
|600                |  | 435               |  | 165              |  | 483.33                   |  | 1.2414            
|620                |  | 439               |  | 181              |  | 487.78                   |  | 1.2711            
|640                |  | 443               |  | 197              |  | 492.22                   |  | 1.3002            
|660                |  | 447               |  | 213              |  | 496.67                   |  | 1.3289            
|680                |  | 451               |  | 229              |  | 501.11                   |  | 1.3570            
|700                |  | 455               |  | 245              |  | 505.56                   |  | 1.3846            

---

|5 |  | To the extent that an Observable Market Value lies between two specified values, the Gross-Up Multiple shall be determined by linearly interpolating between the two
Gross-Up Multiples corresponding to the two Observable Market Values between which the actual Observable Market Value lies.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6 |  | Shown as to four decimal places.
|- |  | --------------------------------



84



---



SCHEDULE
E



VALUATION INSTRUCTIONS TO THE THIRD
PARTY INVESTMENT BANKS



1. Introduction



(a) This document constitutes the instructions (the
Instructions) to the three independent international investment banks (the Third Party Investment Banks) for use in preparing their written analyses as to the equity valuation of IFCO Systems N.V. (the
Company) as is more particularly described in the Restructuring Agreement, dated as of 18 September 2002, among the parties signatories thereto (the Restructuring Agreement).



(b) These Instructions have been agreed by the Company, the Schoeller family
entities owning in aggregate some 45.5% of the Companys outstanding voting shares (the Principal Shareholders) and the Ad Hoc Committee of Noteholders (the Ad Hoc Committee) of the Companys EUR 200
million 10.625% Senior Subordinated Notes due 2010 (the Notes).



(c) Capitalized terms used in the Instructions and not defined herein shall have the meanings as defined in the Restructuring Agreement.



2. Timetable



The three Third Party Investment Banks will each report their findings in writing (the Written Valuation Opinions) to the Arbitrator as
defined herein within a period of four weeks from the commencement of their appointment. This period of four weeks shall only be extended by the Arbitrator acting in consultation with the Companys board of directors (the
Board).



3. Background



(a) Pursuant to the Restructuring Agreement, as of the earlier of (i) 31
October 2005 and (ii) the third anniversary of the Effective Date (the Valuation Date), the Board agrees to use the Market Method (as described below) to determine the equity value of the Company for the purposes of allocating up
to 25% through exchange warrants (the Exchange Warrants), provided, that the Restructuring is effected by means of a Private Subscription, and none of the Proceeding Steps are taken or implemented in the Restructuring (as such
terms are defined in the Restructuring Agreement). Notwithstanding anything to the contrary set forth earlier in this Section 3(a), in the event the Restructuring is effected by means of the Proceedings Steps (as defined in the Restructuring
Agreement), then the Valuation Date shall be the third anniversary of the Effective Date.



(b) The method for determining the Companys equity value agreed to (i) take the daily weighted (by reference to volume) average share price for a period starting from 30 business days prior to the Valuation Date and
ending 30 business days after the Valuation Date (the Valuation Period), (ii) multiply such share price by the average number of shares issued and outstanding throughout this period, and (iii) multiply the observed market value
(derived from multiplying subsection (i) of this clause by subsection (ii) of this clause, which is the Observable Market Value in Schedule D) by the Gross-Up Multiple factor referenced in Schedule D to the
Restructuring Agreement (the Market Method).



(c) Notwithstanding the foregoing, the Restructuring Agreement provides that if a majority of the Board determines that there has been a suspicion of market manipulation during the Valuation Period, then the Board would also
determine the Companys equity value using the Multiple Method (as described below), and to the extent the Market Method differed from the Multiple Method by 10% or more, then the matter would be referred by the Company to the President of the
Institute of Chartered Accountants of England and Wales for the purposes of appointing a single arbitrator (the Arbitrator). If the variance between the Market Method calculation and the Multiple Method calculation was less



85



---



than 10%, then the Board would
allocate additional equity based on the equity value determined by the Market Method.



(d) For the purposes of the Term Sheet, the equity valuation using the Multiple Method was to be calculated by (y) multiplying the reported EBITDA for the Company in the year ended on the Valuation Date by the multiple of 8
and (z) subtracting net indebtedness, which was to be calculated as all funded debt instruments (including capital leases and preference shares) less cash and cash equivalents (the Multiple Method).



(e) If, on the Valuation Date, the Ordinary Shares of the Company are not
listed on the Frankfurt Stock Exchange or any other stock exchange, then the matter shall be referred by the Company to the Arbitrator as described above for the purpose of determining the Companys equity value.



4. Objectives



The three Third Party Investment Banks have been appointed since either (i) a
majority of the Board has determined in writing that there is a suspicion that market manipulation has occurred during the Valuation Period or (ii) as of the Valuation Date, the Ordinary Shares of the Company are not listed on the Frankfurt Stock
Exchange or any other stock exchange. Market manipulation includes trading activity within the markets for the Companys ordinary shares (Manipulation) which has resulted either in an increase or decrease (a
Deviation) of the Companys equity value as calculated by the Market Method. For the avoidance of doubt, references in these Instructions either to Manipulation or Market Manipulation shall not mean
that any of the parties referred to herein have been, or are suspected of being, involved in any criminal or other illegal conduct or activities whatsoever.



5. Determining a Point Valuation



The Third Party Investment Banks shall each provide a valuation (the Point Valuation) of the Companys ordinary equity which
removes the effects of any Deviation from the Companys equity value as calculated under the Market Method.



6. Sources of Information



(a) For the avoidance of doubt, the three Third Party Investment Banks shall be entitled to use in their own discretion the following information when preparing their Written Valuation Opinions:



| | (i) |  | Any information relating to the Company which, immediately prior to the final day of the Valuation Period, is publicly available and which is not subject to any
restrictions arising from confidentiality or other non-disclosure arrangements.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | Any information which the Company ordinarily provides or would provide to equity analysts in the ordinary course.
| | ---- |  | -----------------------------------------------------------------------------------------------------------------



| | (iii) |  | Any other public information relating to the market, the industry and comparable companies which the three Third Party Investment Banks deem to be relevant.
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) When preparing their Written Valuation
Opinions as described, the three Third Party Investment Banks are specifically prohibited from using any information relating to the Company and/or its business interests which does not fall within the categories described in 6(a)(i) and 6(a)(ii)
above.



7. Valuation to be Prepared by Three Third Party
Investment Banks



The three Third Party Investment Banks will
each provide to the Arbitrator separate Written Valuation Opinions as described. A copy of each Written Valuation Opinion should be provided to the Companys Board by the Arbitrator, once completed. For each Third Party Investment Bank, the
contents of their Written Valuation Opinions shall be limited to the following:



86



---



| | (i) |  | A single Point Valuation of the Companys equity value. Each of the three Third Party Investment Banks are expressly prohibited from providing their equity
valuations within their Written Valuation Opinions in the form of a range. For the avoidance of doubt, valuations shall not be per share valuations;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | The valuation methodologies used in determining the Point Valuation;
| | ---- |  | --------------------------------------------------------------------



| | (iii) |  | A summary of the information used when determining the Point Valuation; and
| | ----- |  | ---------------------------------------------------------------------------



| | (iv) |  | Confirmation that the Point Valuation excludes those factors or matters specified in clause 10 (Excluded Items) below.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------



8. Equity Value



For the avoidance of doubt and for the purposes of preparing their Written
Valuation Opinions only, the three Third Party Investment Banks shall treat the Companys equity value as the value attributable to the entire issued ordinary share capital of the Company on the Valuation Date independent of its structure of
ordinary shares, warrants and other equity securities.



9.
Valuation Techniques



The three Third Party Investment Banks
shall be entitled to use any generally accepted valuation techniques or methodologies for the purposes of arriving at their respective Point Valuations as would ordinarily be used by reasonably competent third party investment banks when conducting
similar written valuation opinions on arms length terms for other business entities in the open market.



10. Excluded Items



The three Third Party Investment Banks shall have regard to the following matters when carrying out their Written Valuation Opinions:



| | (i) |  | No Control Premium: The Companys equity valuation calculated by the three Third Party Investment Banks shall exclude any premium that could be added to
reflect a controlling equity interest in the Company.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | No Strategic Premium: The Companys equity valuation calculated by the three Third Party Investment Banks shall not reflect any possible
strategic premium that a potential acquirer of the Companys business might pay to reflect possible financial or operational synergies, improved market position, or any other business factor.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11. Questions and/or Requests for Information



(a) The Third Party Investment Banks shall have the opportunity to meet with
the Companys management team and/or members of the Board to discuss the business and ask any questions which they may have, save that no material price sensitive information which has not previously been made public may be disclosed by the
Company to the three Third Party Investment Banks during these meetings with the Companys management team and/or members of the Board.



(b) Should any of the three Third Party Investment Banks have any questions, or require any additional information, when preparing their Written Valuation
Opinions for the Arbitrator within the timetable identified in clause 2 above, then the three Third Party Investment Banks should submit their questions and/or requests for information to the Arbitrator in writing.



(c) The Arbitrator shall ensure that copies of any written questions and/or
requests for information, and their written responses, are circulated to each of the three Third Party Investment Banks involved in conducting their Written Valuation Opinions, with a copy to the Companys Board, promptly, and in any event,
prior to any Written Valuation Opinions being concluded.



87



---



SCHEDULE
F



U.S. SUBSIDIARIES OF THE COMPANY



|Name                               |  | Jurisdiction of Organization
|---------------------------------- |  | ----------------------------
|                                  
|IFCO Systems North America, Inc.   |  | Delaware                    
|                                  
|AZ Pallet, Inc                     |  | Delaware                    
|                                  
|Black River Forest Products, Inc.  |  | Wisconsin                   
|                                  
|IFCO Systems Waterloo, WI, Inc.    |  | Wisconsin                   
|                                  
|IFCO Systems Arizona, Inc          |  | Delaware                    
|                                  
|IFCO Systems California, Inc       |  | California                  
|                                  
|IFCO Systems Florida, Inc.         |  | Florida                     
|                                  
|IFCO Systems Iowa,Inc.             |  | Delaware                    
|                                  
|IFCO Systems Louisiana, Inc.       |  | Delaware                    
|                                  
|IFCO Systems Ohio, Inc.            |  | Delaware                    
|                                  
|IFCO Systems Pennsylvania, Inc.    |  | Delaware                    
|                                  
|IFCO Systems Virginia, Inc.        |  | Virginia                    
|                                  
|IFCO U.S., L.L.C.                  |  | Delaware                    
|                                  
|IFCO Systems Maine, Inc            |  | Maine                       
|                                  
|IFCO Systems Wisconsin, Inc.       |  | Wisconsin                   
|                                  
|NLD, Inc.                          |  | Delaware                    
|                                  
|NLP Transport, Inc.                |  | Delaware                    
|                                  
|PalEx Texas Holdings, Inc.         |  | Delaware                    
|                                  
|PalEx-Texas, Inc.                  |  | Delaware                    
|                                  
|PalEx-Texas, L.P.                  |  | Texas                       
|                                  
|Pallet Management Services, Inc.   |  | Delaware                    
|                                  
|Schoeller U.S., Inc.               |  | Delaware                    
|                                  
|Texas Pallet Acquisition, Inc.     |  | Delaware                    
|                                  
|IFCO Systems North Carolina, Inc.  |  | North Carolina              
|                                  
|IFCO Systems Indiana, Inc.         |  | Indiana                     
|                                  
|IFCO Systems Western Region, Inc.  |  | California                  
|                                  
|IFCO Systems Butner, Inc.          |  | Delaware                    
|                                  
|Valley Crating and Packaging, Inc. |  | Delaware                    
|                                  
|IFCO Systems Holding Company, Inc. |  | Delaware                    
|                                  
|IFCO Systems Minneapolis, Inc.     |  | Minnesota                   
|                                  
|ERC Systems, Inc.                  |  | Colorado                    
|                                  
|IFCO Systems South Carolina, Inc   |  | Delaware                    
|                                  
|Montebello IFCO Systems, Inc.      |  | Delaware                    



88



---



|Name                             |  | Jurisdiction of Organization
|-------------------------------- |  | ----------------------------
|                                
|IFCO Systems Chicago, Inc.       |  | Illinois                    
|                                
|IFCO Systems Zellwood, Inc       |  | Florida                     
|                                
|IFCO Systems Georgia, Inc.       |  | Florida                     
|                                
|IFCO Systems Illinois, Inc.      |  | Illinois                    
|                                
|IFCO Systems Miami, Inc          |  | Delaware                    
|                                
|IFCO Systems Michigan, Inc       |  | Michigan                    
|                                
|IFCO Systems Minnesota, Inc      |  | Minnesota                   
|                                
|IFCO Systems Charlotte, Inc.     |  | Delaware                    
|                                
|IFCO Systems Washington, Inc.    |  | Delaware                    
|                                
|IFCO Systems Container LLC       |  | Colorado                    
|                                
|IFCO Systems Kansas, Inc.        |  | Delaware                    
|                                
|Bromley Acquisition Company, Inc |  | Delaware                    
|                                
|IFCO Investments Venture, Ltd.   |  | Delaware                    
|                                
|IFCO Systems Investments, Inc.   |  | Delaware                    



89



---



SCHEDULE
G



MATERIAL SUBSIDIARIES OF THE COMPANY
IN THE IFCO GROUP



|Name                                                      |  | Jurisdiction of Organization
|--------------------------------------------------------- |  | ----------------------------
|                                                         
|IFCO Systems GmbH                                         |  | Germany                     
|                                                         
|IFCO Systems Espana S.A.                                  |  | Spain                       
|                                                         
|IFCO France S.A.S                                         |  | France                      
|                                                         
|IFCO Italia S.r.L                                         |  | Italy                       
|                                                         
|IFCO Systems (Schweiz) AG                                 |  | Switzerland                 
|                                                         
|IFCO Skandinavien A/S                                     |  | Denmark                     
|                                                         
|IFCO Systems UK Ltd                                       |  | United Kingdom              
|                                                         
|IFCO Systems Finance I, BV                                |  | Netherlands                 
|                                                         
|IFCO Systems Finance II, BV                               |  | Netherlands                 
|                                                         
|IFCO Osterreich GesmbH                                    |  | Austria                     
|                                                         
|GELOG AG                                                  |  | Switzerland                 
|                                                         
|IFCO Lojistik Sistemleri Tic. Ltd. Sti.                   |  | Turkey                      
|                                                         
|IFCO Systems Asia Ltd                                     |  | Hong Kong                   
|                                                         
|IFCO Argentina S.A.                                       |  | Argentina                   
|                                                         
|IFCO Japan, Inc.                                          |  | Japan                       
|                                                         
|IFCO do Brasil Embalagens LTDA                            |  | Brazil                      
|                                                         
|GISO Verwaltungsgesellschaft mbH & Co. Behalterleasing KG |  | Germany                     
|                                                         
|MTP GmbH                                                  |  | Germany                     
|                                                         
|MTP GmbH & Co. KG                                         |  | Germany                     
|                                                         
|IFCO Online AG                                            |  | Germany                     
|                                                         
|IFCO Systems North America, Inc.                          |  | Delaware                    
|                                                         
|Schoeller U.S., Inc                                       |  | Delaware                    
|                                                         
|IFCO-U.S., L.L.C.                                         |  | Delaware                    



90



---

SCHEDULE H





FORM OF NOTICE BY CONSENTING
NOTEHOLDER IN ACCORDANCE

WITH SECTION 2.2(n)



[ON CONSENTING NOTEHOLDERS LETTERHEAD]



|Re: |  | IFCO Systems N.V.s EUR 200 million 10.625% Senior Subordinated Notes due 2010 (the Notes)
|--- |  | --------------------------------------------------------------------------------------------



|To: |  | IFCO Systems N.V. (the Company)
|--- |  | ---------------------------------

| |  | Zugspitzstrasse 15
| |  | ------------------

| |  | D-82049 Pullach
| |  | ---------------

| |  | Germany
| |  | -------

| |  | Telephone: +49 89 744 91 244
| |  | ----------------------------

| |  | Facsimile: +49 89 744 91 239
| |  | ----------------------------

| |  | Attention: Karl Pohler, Michael Nimtsch
| |  | ---------------------------------------



| |  | Schoeller Logistic Technologies Holding GmbH (SLT)
| |  | ----------------------------------------------------

| |  | Zugspitzstrasse 15
| |  | ------------------

| |  | D-82049 Pullach
| |  | ---------------

| |  | Germany
| |  | -------

| |  | Telephone: +49 89 744 91 100
| |  | ----------------------------

| |  | Facsimile: +49 89 744 91 299
| |  | ----------------------------

| |  | Attention: Christoph A. Schoeller
| |  | ---------------------------------



| |  | Schoeller Logistic Systems GmbH (SLS)
| |  | ---------------------------------------

| |  | Zugspitzstrasse 15
| |  | ------------------

| |  | D-82049 Pullach
| |  | ---------------

| |  | Germany
| |  | -------

| |  | Telephone: +49 89 744 91 100
| |  | ----------------------------

| |  | Facsimile: +49 89 744 91 299
| |  | ----------------------------

| |  | Attention: Christoph A. Schoeller
| |  | ---------------------------------



We hereby state as follows:



1. We have executed a copy of a restructuring agreement dated as of 18 September 2002 among the Company, SLT, SLS and the other Consenting Noteholders
signatories thereto (the Restructuring Agreement) in connection with the Restructuring of the Notes. Capitalized terms used in this notice are defined in the Restructuring Agreement unless otherwise stated.



2. At the time of executing the Restructuring Agreement we either were the
beneficial owner of, or were performing investment management services on behalf of the beneficial owner of, EURlface amount of
Notes as was set forth upon the signature page thereto. Each of these EURlface amount of Notes were offered by us in support of
the Restructuring Steps in accordance with the terms of and subject to the conditions set forth in the Restructuring Agreement.



3. According to Section 2.2(n) of the Restructuring Agreement, we agreed not to sell, transfer or assign any of our Notes or any voting interest therein,
or any claim which we may have against the



91



---

Company or any of its Subsidiaries based upon our ownership of the Notes or the Indenture, to any Person
who was not another Consenting Noteholder during the term of the Restructuring Agreement unless such Person, prior to any transfer or agreement, entered into a written undertaking in favor of the other parties to the Restructuring Agreement as if
such Person was a Consenting Noteholder.



We hereby give notice
in accordance with Section 9.11 of the Restructuring Agreement and having regard to our obligations under Section 2.2(n) as aforesaid, that7:



EITHER:



Onll, 2002 we soldlface amount of our Notes to [l]8who represented to us that it was a Consenting Noteholder and furnished to us an executed copy of the Restructuring Agreement,
the signature page of which is attached hereto.



OR:



Onll, 2002 we soldlface amount of our Notes to [l]9who represented to us that it was not a Consenting Noteholder but who has now signed a
Restructuring Agreement. We attach copies of the Restructuring Agreement signature pages for your records together with confirmation from [l]10that it recognizes that it is bound by the provisions of Section 2.2(n) of the Restructuring
Agreement in favor of each of the parties thereto.



Please
contact us should you have any queries.





Yours sincerely



[CONSENTING NOTEHOLDER]



|cc: |  | Weil, Gotshal & Manges
|--- |  | ----------------------

| |  | One South Place
| |  | ---------------

| |  | London EC2M 2WG
| |  | ---------------

| |  | United Kingdom
| |  | --------------

| |  | Telephone: +44 (0)20 7903 1000
| |  | ------------------------------

| |  | Facsimile: +44 (0)20 7903 0990
| |  | ------------------------------

| |  | Attention: Stephen E. Jacobs, S. Wade Angus
| |  | -------------------------------------------



| |  | The Ad Hoc Committee of Noteholders of IFCO Systems N.V.
| |  | --------------------------------------------------------

| |  | c/o Cadwalader, Wickersham & Taft
| |  | ---------------------------------

| |  | 265 Strand
| |  | ----------

| |  | London WC2R 1BH
| |  | ---------------

| |  | United Kingdom
| |  | --------------

| |  | Telephone: +44 (0)20 7170 8700
| |  | ------------------------------

| |  | Facsimile: +44 (0)20 7170 8600
| |  | ------------------------------

| |  | Attention: Andrew Wilkinson, Richard Nevins
| |  | -------------------------------------------



---

|7 |  | Delete as applicable.
|- |  | ---------------------

|8 |  | Enter name and contact details for Consenting Noteholder.
|- |  | ---------------------------------------------------------

|9 |  | Enter name and contact details for new beneficial owner of the Notes.
|- |  | ---------------------------------------------------------------------

|10 |  | Enter name and contact details for
new beneficial owner of the Notes
|-- |  | --------------------------------------------------------------------



92



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FORM OF UNDERTAKING BY NEW NOTEHOLDER IN ACCORDANCE

WITH SECTION 2.2(n)



[ON NEW NOTEHOLDERS LETTERHEAD]



|Re: |  | IFCO Systems N.V.s EUR 200 million 10.625% Senior Subordinated Notes due 2010 (the Notes)
|--- |  | --------------------------------------------------------------------------------------------



|To: |  | IFCO Systems N.V. (the Company)
|--- |  | ---------------------------------

| |  | Zugspitzstrasse 15
| |  | ------------------

| |  | D-82049 Pullach
| |  | ---------------

| |  | Germany
| |  | -------

| |  | Telephone: +49 89 744 91 244
| |  | ----------------------------

| |  | Facsimile: +49 89 744 91 239
| |  | ----------------------------

| |  | Attention: Karl Pohler, Michael Nimtsch
| |  | ---------------------------------------



| |  | Schoeller Logistic Technologies Holding GmbH (SLT)
| |  | ----------------------------------------------------

| |  | Zugspitzstrasse 15
| |  | ------------------

| |  | D-82049 Pullach
| |  | ---------------

| |  | Germany
| |  | -------

| |  | Telephone: +49 89 744 91 100
| |  | ----------------------------

| |  | Facsimile: +49 89 744 91 299
| |  | ----------------------------

| |  | Attention: Christoph A. Schoeller
| |  | ---------------------------------



| |  | Schoeller Logistic Systems GmbH (SLS)
| |  | ---------------------------------------

| |  | Zugspitzstrasse 15
| |  | ------------------

| |  | D-82049 Pullach
| |  | ---------------

| |  | Germany
| |  | -------

| |  | Telephone: +49 89 744 91 100
| |  | ----------------------------

| |  | Facsimile: +49 89 744 91 299
| |  | ----------------------------

| |  | Attention: Christoph A. Schoeller
| |  | ---------------------------------



We hereby confirm and undertake as follows:



1. We have executed a copy of a restructuring agreement dated as of 18 September 2002 among the Company, SLT, SLS and the other Consenting Noteholders
signatories thereto (the Restructuring Agreement) in connection with the Restructuring of the Notes. Capitalized terms used in this undertaking are defined in the Restructuring Agreement unless otherwise stated.



2. In entering into the Restructuring Agreement we agree to be bound by its
terms, and in particular, Section 2.2(n) thereof. We attach an executed copy of the Restructuring Agreement signature page for your records.



3. As is stated on Restructuring Agreements signature page, we confirm that we are either beneficial owners of, or perform investment management
services on behalf of the beneficial owners of, EURlface amount of Notes. Each of these Notes are offered by us in support of
the Restructuring



93



---



Steps in accordance with the
terms of and subject to the conditions set forth in the Restructuring Agreement.



Please contact us should you have any queries.





Yours sincerely



[NEW NOTEHOLDER]



|cc: |  | Weil, Gotshal & Manges
|--- |  | ----------------------

| |  | One South Place
| |  | ---------------

| |  | London EC2M 2WG
| |  | ---------------

| |  | United Kingdom
| |  | --------------

| |  | Telephone: +44 (0)20 7903 1000
| |  | ------------------------------

| |  | Facsimile: +44 (0)20 7903 0990
| |  | ------------------------------

| |  | Attention: Stephen E. Jacobs, S. Wade Angus
| |  | -------------------------------------------



| |  | The Ad Hoc Committee of Noteholders of IFCO Systems N.V.
| |  | --------------------------------------------------------

| |  | c/o Cadwalader, Wickersham & Taft
| |  | ---------------------------------

| |  | 265 Strand
| |  | ----------

| |  | London WC2R 1BH
| |  | ---------------

| |  | United Kingdom
| |  | --------------

| |  | Telephone: +44 (0)20 7170 8700
| |  | ------------------------------

| |  | Facsimile: +44 (0)20 7170 8600
| |  | ------------------------------

| |  | Attention: Andrew Wilkinson, Richard Nevins
| |  | -------------------------------------------



94