Exhibit 4.1


 


 


Dated 13 March 2003


 


 


 


UNITED BISCUITS (EQUITY) LIMITED


 


CINVEN LIMITED


 


PAI MANAGEMENT SAS


 


UNITED BISCUITS GROUP (INVESTMENTS) LIMITED


 


FINALREALM LIMITED AND OTHERS


 


NABISCO INTERNATIONAL, INC.


 


DBCP EUROPE GP (JERSEY) LIMITED


 


MIDOCEAN ASSOCIATES SPC


 


DEUTSCHE BANK AG, LONDON BRANCH AND OTHERS


 


and


 


SECOND CINVEN FUND NO. 1 LIMITED PARTNERSHIP AND OTHERS


 


 












 


AGREEMENT SUPPLEMENTAL


TO THE CONSORTIUM AGREEMENT,


THE SHAREHOLDERS AGREEMENT


AND THE SUPPLEMENTAL AGREEMENT


 












 

















 


THIS AGREEMENT (the
“Second
Supplemental Agreement”) made on 13 March 2003 BETWEEN the following
parties:


 


(1)                                  UNITED
BISCUITS (EQUITY) LIMITED (formerly Bladeland Holdings (Cayman)
Limited), a company registered in the Cayman Islands whose registered office is
at P.O. Box 265 GT, Walker House, George Town, Grand Cayman, Cayman Islands (“UBEL”);


 


(2)                                  The
Companies or other entities whose names addresses and registered numbers are
set out in Parts A and B of schedule 1;


 


(3)                                  CINVEN
LIMITED whose registered office is at Pinners Hall, 105-108 Old
Broad Street, London EC2N 1EH (Registered No. 2192937) (“Cinven”);


 


(4)                                  PAI
MANAGEMENT SAS (RCS Paris: 414946913) whose registered office is at
41, Avenue de L’Opera, 75002, Paris, France (“PAI Management”);


 


(5)                                  UNITED
BISCUITS GROUP (INVESTMENTS) LIMITED (formerly Bladeland Limited)  (Registered
No. 3877866) (“UB Group”), FINALREALM LIMITED (Registered No.
3877932), RUNECORP
LIMITED (Registered No. 3876056), SOLVECORP LIMITED (Registered
No. 3876059), DELUXESTAR LIMITED (Registered No. 3922513) and REGENTREALM
LIMITED (No. 3885120) each of registered office at Hayes Park, Hays
End Road, Hays, Middlesex, UB4 8EE


 


(6)                                  NABISCO
INTERNATIONAL, INC., a Delaware corporation whose principal office
is situated at 345 Park Avenue, New York, New York 10154, USA (“Nabisco”);


 


(7)                                  DBCP EUROPE
GP (JERSEY) LIMITED (Jersey Registered No. 79178) (which is in the
process of changing its name to MidOcean Europe GP (Jersey) Limited) and whose
registered office is at P.O. Box 87, 22 Grenville Street, St. Helier, Jersey
JE4 8PX in its capacity as general partner of, on behalf of and on trust for DB
Capital Partners (Europe) 2000-A, L.P. (Registered No. LP 007307) and DB
Capital Partners (Europe) 2000-B, L.P. (Registered No. 007306) (“DBCP Jersey”);


 


(8)                                  MIDOCEAN
ASSOCIATES SPC (Cayman Registered No. 122613), a Cayman Islands
exempted company with limited liability registered as a segregated portfolio
company, and acting solely on behalf of MidOcean Partners Segregated Portfolio,
a segregated portfolio at MidOcean Associates, and whose principal place of
business is at Walkers SPV Limited, PO Box 908GT, Walker House, Mary Street
Georgetown, Grand Cayman, Cayman Islands, in its capacity as general partner
of, on behalf of and on trust for MidOcean Partners LP (Cayman Registered No.
13926), a Cayman Islands limited partnership (“MidOcean”); and


 


(9)                                  DEUTSCHE
BANK AG, LONDON BRANCH whose branch registered place of business is
Winchester House, Great Winchester Street, London, EC2N 2DB (Branch registered
No. BR000005) and DB CAPITAL INVESTORS OFFSHORE LP  (Cayman Registered No. 11121), whose
registered address is Deutsche Bank (Cayman) Limited, P.O. Box 1984 GT, Grand
Cayman, Cayman Islands BWI (together “Deutsche”).


 


1

















 


WHEREAS
this Second Supplemental Agreement is supplemental to the Consortium Agreement,
Shareholders Agreement and the Supplemental Agreement and is entered into for
the following purposes, namely: for each Consenting Party to consent to the
Transaction and for each of the parties hereto to make consequential amendments
to the Shareholders Agreement, the Consortium Agreement, the First Supplemental
Agreement and the Articles of Association arising out of a change in ownership
of DBCP Jersey.


 


NOW
IT IS HEREBY AGREED as follows:


 


1.                                       Definitions


 


1.1                                 In
this Agreement and in the schedules:


 


“Affiliate” means in relation to a person
its parent undertakings and its and their respective subsidiary undertakings
(parent undertaking and subsidiary undertaking being as defined in s258 of the
Companies Act 1985);


 


“Articles of Association” means the articles
of association of UBEL;


 


“Completion” means completion of the
Transaction;


 


“Consortium Agreement” means the Consortium
Agreement dated 17 March 2000 between UBEL (1), HMTF Europe Fund Cayman L.P.
(2), Second Cinven Fund No 1 Limited Partnership and others (3), Cinven (4),
PAI Management (5), Finalrealm Limited and others and (6) Deutsche Bank AG,
London Branch and others, as amended, supplemented or varied from time to time;


 


“Consenting Party” means each of Nabisco,
Cinven and PAI Management and the persons whose names and addresses are set out
in Part A and Part B of Schedule 1;


 


“DDBs” means the Unsecured Loan Notes 2049
and the “B” Unsecured Loan Notes 2049 issued by Solvecorp;


 


“First Supplemental Agreement” means the
Agreement supplemental to the Consortium Agreement, the Shareholders Agreement
and the Merger Agreement dated 17 April 2000 among UBEL (1), HMTF Europe Fund
Cayman L.P. (2), Second Cinven Fund No 1 Limited Partnership and others (3),
Cinven (4), PAI Management SAS (5), Finalrealm Limited and others (6), Deutsche
Bank AG, London Branch and others (7), Nabisco International, Inc. (8),
Hillsdown Holdings Limited (9), and Hicks, Muse, Tate & First Limited, as
amended, supplemented or varied from time to time;


 


“Merger Agreement” means the merger
agreement dated 17 March 2000 among Premier Financing Limited, Nabisco, UB
Group, Deluxestar Limited, Finalrealm Limited and Premier Foods (Holdings)
Limited (formerly Hillsdown Holdings Limited);


 


2

















 


“MidOcean”  means MidOcean Associates
SPC (Cayman Registered No. 122613), a Cayman Islands exempted company with
limited liability registered as a segregated portfolio company and acting
solely on behalf of MidOcean Partners Segregated Portfolio, in its capacity as
general partner of, on behalf of an on trust for MidOcean Partners LP (Cayman
Registered No. 13926), a Cayman Islands limited partnership;


 


“Partnerships” means DB Capital Partners
(Europe) 2000-A LP and DB Capital Partners (Europe) 2000-B LP, in each case
having, at the date of this Agreement, DBCP Jersey as its general partner;


 


“Shareholders Agreement” has the meaning
ascribed to it in the Consortium Agreement;


 


“Solvecorp” means Solvecorp Limited, a
limited company organized under the laws of England and Wales;


 


“Transaction” means:


 


(i)                                     Deutsche
Bank AG disposing of all of its interests in and in relation to DBCP Jersey to
MidOcean Associates; and


 


(ii)                                  MidOcean
Partners L.P. becoming an additional limited partner in each of the
Partnerships, in each case with a majority of the economic rights of the
limited partners.


 


1.2                                 In
this Agreement:


 


(a)                                  references
to clauses and schedules are unless otherwise stated to clauses of and
schedules to this Agreement;


 


(b)                                 any
document expressed to be in the agreed form means a document in a form approved
by (and for the purpose of identification signed by or on behalf of) the
parties hereto;


 


(c)                                  references
in this Agreement to statutory provisions shall be construed as references to
those provisions as respectively replaced, amended or re-enacted (whether
before or after the date hereof) from time to time and shall include any
provisions of which they are re-enactments (whether with or without
modification) and any subordinate legislation made under such provisions;


 


(d)                                 the
Interpretation Act 1978 shall apply to this Agreement in the same way as it
applies to an enactment;


 


(e)                                  the
headings to the clauses are for convenience only and have no legal effect; and


 


3

















 


(f)                                    words
importing the singular include the plural and vice versa, words importing a
gender include every gender and references to persons include bodies corporate
or unincorporated.


 


2.                                       Consent and
Waiver


 


2.1                                 Each
Consenting Party hereby unconditionally and irrevocably (i) consents to the
implementation of the Transaction on or before 30 June 2003, (ii) waives any
right to claim that the proposal to implement or the implementation of the
Transaction on or before such date is in breach of, or gives rise to any right
(including but not limited to any right of pre-emption, first offer or first
refusal or to tag-along, or a right to require a transfer of shares of UBEL or
DDBs set forth in column 3 of Schedule 2) being or becoming exercisable
pursuant to or in connection with, the Articles of Association, the Consortium
Agreement, the Shareholders Agreement and the First Supplemental Agreement, any
related deeds of adherence (including but not limited to the Deeds of Adherence
dated 20th September, 2001 to the Shareholders Agreement) or the
terms of the DDB instruments constituting the DDBs (in each case as amended,
supplemented or varied from time to time) or any other agreement, arrangement
or understanding relating to UBEL or any of its subsidiaries to which any of
them is party, (iii) agrees that such consent and waiver shall prevail over and
take effect notwithstanding any provision of any of the foregoing documents.


 


3.                                       Conditional
Amendments


 


(a)                                  Clauses
4, 5, 6, 7.1 and 8 of this Agreement take effect only upon and from Completion.


 


(b)                                 Each
of the Consenting Parties and DBCP Jersey each agree (i) to vote all of their
respective shares in UBEL as shareholders in favor of the amendments set forth
in Annex A and (ii) to procure, in their respective capacities as persons with
the right to appoint directors on the boards of UBEL, UB Group and its
subsidiaries, that the Second Supplemental Agreement be approved by and
executed on behalf of such company that is a party thereto; provided that in
the event Completion shall not occur on or before 30 June 2003, the undertaking
in this Clause 3(b) shall lapse and be of no further effect.


 


4.                                       Consortium
Agreement


 


4.1                                 The
definition of “DB Capital Group” in the Consortium Agreement shall be deleted
and replaced with the following:


 


“MidOcean Group” means those Consortium Members
managed or advised by MidOcean, and references to any member of the MidOcean
Group shall, unless the context otherwise requires, include any nominee or
trustee, whether directly or indirectly holding shares for the same beneficiary
as such member of the MidOcean Group.


 


4.2                                 The
definition of “Consortium Member” in Clause 1.1 of the Consortium Agreement is
deleted in its entirety and the following new definition shall be inserted in
its place:


 


4

















 


“Consortium’ or ‘Consortium Members’ means (i) the
companies or other entities listed in Part A, Part B and Part C of Schedule 1,
and (ii) DBCP Europe GP (Jersey) Limited (Jersey Registered No. 79178) and
MidOcean Associates SPC (Cayman Registered No. 122613)”.


 


4.3                                 Schedule
1 Part D of the Consortium Agreement is hereby amended to (i) delete references
in column 1 to “Deutsche Bank AG London” and “BT Capital Investors Offshore LP”
and replace them with references to “DBCP Europe GP (Jersey) Limited” (Jersey
Registered No. 79178)” and “MidOcean Associates SPC (Cayman Registered No.
122613)” and (ii) delete the addresses in column 2 and replace them with the
following: “c/o DB Capital Partners, 99 Bishopsgate, 8th Floor,
London EC2M 3XD”.


 


4.4                                 The
following definition shall be added to Clause 1.1 of the Consortium Agreement:


 


“MidOcean” means MidOcean Associates SPC (Cayman
Registered No. 122613), a Cayman Islands exempted company with limited
liability registered as a segregated portfolio company and acting solely on
behalf of MidOcean Partners Segregated Portfolio, a segregated portfolio at
MidOcean Associates, in its capacity as general partner of, on behalf of and on
trust for MidOcean Partners LP (Cayman Registered No. 13926), a Cayman Islands
limited partnership.


 


4.5                                 The
definition of “Subscribed Shares” shall be amended to delete the words “the
Consortium Members listed in Part D of Schedule 1” and replace them with  “Deutsche Bank AG London and BT Capital
Investors Offshore LP”.


 


4.6                                 References
to “DB Capital” in Clauses 3.9, 3.10, 3.16, 3.17, 3.24, 3.25(d), 3.25(e), 11.2,
13.2 and 13.3 shall be deleted and replaced by references to “MidOcean” in such
clauses.


 


4.7                                 Clause
18.1 of the Consortium Agreement shall be amended to delete the words “or (in
the case of BT Capital Investors Offshore LP) care of Deutsche Bank AG London
Branch at the address shown in Schedule 1)”.


 


5.                                       Shareholders
Agreement


 


5.1                                 A
new definition shall be added to Clause 1.1 of the Shareholders Agreement after
the definition of “Merger Agreement”:


 


“MidOcean Group” means those Consortium Members
managed or advised by MidOcean, and references to any member of the MidOcean
Group shall unless the context otherwise requires include any nominee or
trustee, whether directly or indirectly holding shares for the same beneficiary
as such member of the MidOcean Group.


 


5.2                                 The
following definition shall be added to Clause 1.1 of the Shareholders
Agreement:


 


“MidOcean” means MidOcean Associates SPC (Cayman
Registered No. 122613), a Cayman Islands exempted company with limited
liability registered as a segregated portfolio company and acting solely on behalf
of MidOcean Partners Segregated Portfolio, a segregated portfolio at MidOcean
Associates, in its capacity as general


 


5

















 


partner of, on behalf of and on trust for MidOcean
Partners LP (Cayman Registered No. CR13926), a Cayman Islands limited
partnership.


 


5.3                                 References
to “Deutsche” in the definition of “Equity Providers” and in Clauses 2.1(j),
2.10, and 8.11(a) shall be deleted and replaced by references to “MidOcean” in
such clauses.


 


5.4                                 A
new Clause 6.1(f) shall be added following Clause 6.1(e):


 


“6.1(f)                     MidOcean
and its Affiliates”.


 


5.5                                 Any
fees payable under Clause 8.11 to Deutsche shall be paid to MidOcean or its
designee.


 


5.6                                 Clause
4.10(d) of the Shareholders Agreement shall be deleted and replaced with the
following:


 


“4.10(d)                                            Any member
of the MidOcean Group may transfer any EquityCo Securities to any other member
of the MidOcean Group.  For these
purposes, the MidOcean Group means any person or company for whom, at the
relevant time, MidOcean manages funds or to whom at the relevant time, MidOcean
provides advice in relation to funds.”


 


5.7                                 The
reference to “Deutsche” and the notice address in Clause 8.1 shall be deleted
and replaced with the following:


 


“MidOcean and DBCP Jersey c/o DB Capital Partners, 99
Bishopsgate, 8th Floor, London EC2M 3XD, Attention:  Graham Clempson.”


 


6.                                       First
Supplemental Agreement


 


6.1                                 References
to “DB Capital” in the definitions and in Clauses 3.4, 3.5, 4.3 and 4.4 of the
First Supplemental Agreement shall be deleted and replaced with references to
“MidOcean”.


 


7.                                       Miscellaneous


 


7.1                                 Save
as amended by this Agreement, the Consortium Agreement, Shareholders Agreement
and First Supplemental Agreement shall each continue in full force and effect.


 


7.2                                 This
Agreement and the documents referred to in it set out the entire agreement and
understanding between the parties or any of them in connection with the subject
matter of this Agreement.


 


7.3                                 This
Agreement may be entered into in any number of counterparts and by the parties
to it on separate counterparts, each of which when executed and delivered shall
be an original, but all the counterparts shall together constitute one and the
same instrument.


 


6

















 


7.4                                 This
Agreement shall be governed by and interpreted in accordance with English law
and the parties hereby submit to the exclusive jurisdiction of the High Court
of Justice in England.


 


8.                                       Release and
Discharge


 


8.1                                 Subject
to Clause 8.3, the parties (other than DBCP Jersey and MidOcean), hereto
acknowledge and agree that the rights and obligations of Deutsche Bank AG and
its Affiliates in respect of the Consortium Agreement, the Shareholders
Agreement, the First Supplemental Agreement and the Articles of Association
cease with effect from the date of implementation of the Transaction, without
prejudice to any rights or liability of Deutsche Bank AG or its Affiliates
(including, without limitation, in its or their capacity as a limited partner
in DB Capital Partners (Europe) 2000A LP or DB Capital Partners (Europe) 2000B
LP) in respect of any breach of those documents before such date; provided that
this provision shall not affect any rights or obligations (if any) of Deutsche
Bank AG and its Affiliates in its or their capacity as a limited partner in DB
Capital Partners (Europe) 2000A LP or DB Capital Partners (Europe) 2000B LP
after the date of implementation of the Transaction.


 


8.2                                 Deutsche
acknowledges and agrees that the rights of Deutsche to receive payments under
Clause 8.11 of the Shareholders Agreement cease with effect from the date of
the implementation of the Transaction.


 


8.3                                 The
parties agree that the date of Completion constitutes the “termination date of
[the] Shareholders’ Agreement” referred to in Clause 6.1 of the Shareholders
Agreement with respect to the division of Deutsche Bank AG London branch
trading as DB Capital Partners but no other division of Deutsche Bank AG
London, as referred to in Clause 6.1 of the Shareholders Agreement and Deutsche
Bank AG London acknowledges and agrees that such Clause 6.1(e) shall continue
to apply until and including the day before the first anniversary of
Completion.


 


7

















 


	
  SIGNED by Bertrand Meunier

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  United
  Biscuits (Equity) Limited

  	
  )

  	
  Bertrand
  Meunier /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 13 March 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by Dominic Murphy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  United
  Biscuits Group (Investments) Limited

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 13 March 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by A.G. Malcolm Ritchie

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Solvecorp
  Limited

  	
  )

  	
  A.G.
  Malcolm Ritchie /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 13 March 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by A.G. Malcolm Ritchie

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Deluxestar
  Limited

  	
  )

  	
  A.G.
  Malcolm Ritchie /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 13 March 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by A.G. Malcolm Ritchie

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Runecorp
  Limited

  	
  )

  	
  A.G.
  Malcolm Ritchie /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 13 March 2003

  	
  )

  	
   

  
					



 


8

















 


	
  SIGNED
  by A.G. Malcolm Ritchie

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Finalrealm
  Limited

  	
  )

  	
  A.G.
  Malcolm Ritchie /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 13 March 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by A.G. Malcolm Ritchie

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Regentrealm
  Limited

  	
  )

  	
  A.G.
  Malcolm Ritchie /s/

  	 

	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 13 March 2003

  	
  )

  	
   

  
						



 


9

















 


	
   

  	
   

  	
   

  
	
  SIGNED
  by Robert Bradish

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Nabisco
  International, Inc.

  	
  )

  	
  Robert
  Bradish /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 12 February 2003

  	
  )

  	
   

  
					



 


10

















 


	
  SIGNED
  by Dominic Murphy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Cinven
  Capital Management (SF No 2)

  	
  )

  	
   

  
	
  Limited
  as General Partner of:

  	
  )

  	
   

  
	
  Cinven
  Capital Management (SF No 2

  	
  )

  	
   

  
	
  Limited)
  Partnership as General Partner of:

  	
  )

  	
   

  
	
  Second
  Cinven Fund US No 1 Limited Partnership

  	
  )

  	
   

  
	
  Second
  Cinven Fund US No 2 Limited Partnership

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
  Second
  Cinven Fund US No 3 Limited Partnership

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by Dominic Murphy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Cinven
  Nominees Limited (Accounts Nos. 1-25)

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Cinven
  Limited

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by Dominic Murphy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Cinven
  Capital Management (CN) Limited

  	
  )

  	
   

  
	
  as
  General Partner of Cinven

  	
  )

  	
   

  
	
  Capital
  Management (CN) Limited Partnership

  	
  )

  	
   

  
	
  as
  General Partner of

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
  Coal
  Pension Venture Limited Partnership

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  



 


11

















 


	
  SIGNED
  by Dominic Murphy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Cinven
  Capital Management (BN) Limited

  	
  )

  	
   

  
	
  as
  General Partner of

  	
  )

  	
   

  
	
  Cinven
  Capital Management (CN) Limited Partnership

  	
  )

  	
   

  
	
  as
  General Partner of

  	
  )

  	
   

  
	
  Barclays
  UK Retirement Fund Venture

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
  Limited
  Partnership

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by Dominic Murphy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
  Railway
  Pension Venture Capital Limited

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by Dominic Murphy

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Cinven
  Capital Management (SF No. 1) Limited

  	
  )

  	
   

  
	
  as
  General Partner of Cinven

  	
  )

  	
   

  
	
  Capital
  Management (SF No. 1) Limited Partnership

  	
  )

  	
   

  
	
  as
  General Partner of

  	
  )

  	
   

  
	
  Second
  Cinven Fund No. 1 Limited Partnership

  	
  )

  	
   

  
	
  Second
  Cinven Fund No. 2 Limited Partnership

  	
  )

  	
   

  
	
  Second
  Cinven Fund Dutch No. 1 Limited Partnership

  	
  )

  	
   

  
	
  Second
  Cinven Fund Dutch No. 2 Limited Partnership

  	
  )

  	
   

  
	
  Second
  Cinven Fund Dutch No. 3 Limited Partnership

  	
  )

  	
  Dominic
  Murphy /s/

  	
   

  
	
  Second
  Cinven Fund Dutch No. 4 Limited Partnership

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  



 


12

















 


	
  SIGNED
  by Dominique Megret

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  PAI
  Management SAS

  	
  )

  	
   

  
	
  as
  management company of

  	
  )

  	
   

  
	
  PAI
  LBO Fund

  	
  )

  	
   

  
	
  PAI
  Europe III A FCPR

  	
  )

  	
   

  
	
  PAI
  Europe III B FCPR

  	
  )

  	
   

  
	
  PAI
  Europe III C FCPR

  	
  )

  	
   

  
	
  PAI
  Europe III D FCPR

  	
  )

  	
   

  
	
  PAI
  Europe III D2 FCPR

  	
  )

  	
  Dominique
  Megret /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by Dominique Megret

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  PAI
  Europe III General Partner Ltd.

  	
  )

  	
   

  
	
  as
  general partner of

  	
  )

  	
   

  
	
  PAI
  Europe III A Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B2 Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B3 Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B4 Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B5 Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B6 Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B7 Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III B8 Limited Partnership

  	
  )

  	
   

  
	
  PAI
  Europe III C Limited Partnership

  	
  )

  	
  Dominique
  Megret /s/

  	
   

  
	
  PAI
  Europe III C2 Limited Partnership

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by Dominique Megret

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  PAI
  Syndication General Partner Ltd.

  	
  )

  	
   

  
	
  as
  general partner of

  	
  )

  	
   

  
	
  PAI
  Syndication I L.P.

  	
  )

  	
  Dominique
  Megret /s/

  	
   

  
	
  PAI
  Syndication II L.P.

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 11 February 2003

  	
  )

  	
   

  



 


13

















 


	
  SIGNED
  by G. Donald Johnston III and

  	
  )

  	
   

  
	
  Michael
  W. Stock

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
  G.
  Donald Johnston III /s/

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
  )

  	
   

  	
   

  
	
  in its
  capacity as general partner of,

  	
  )

  	
  (duly
  authorised)

  
	
  on
  behalf of and on trust for

  	
  )

  	
   

  
	
  DB
  Capital Partners (Europe) 2000-A L.P. and

  	
  )

  	
  Michael
  W. Stock /s/

  	
   

  
	
  DB
  Capital Partners (Europe) 2000-B L.P.

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 18 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by G. Donald Johnson III

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  Deutsche
  Bank AG London

  	
  )

  	
  G.
  Donald Johnston III /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 18 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by G. Donald Johnston III

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  DB
  Capital Investors Offshore LP

  	
  )

  	
  G.
  Donald Johnston III /s/

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  (duly
  authorised)

  
	
  Date: 18 February 2003

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  by

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  MidOcean
  Associates, SPC on behalf of

  	
  )

  	
   

  
	
  MidOcean Partners Segregated Portfolio,

  	
  )

  	
   

  
	
  the general partner of MidOcean Partners, LP

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  By: Ultramar Capital, Ltd., director of MidOcean

  	
  )

  	
   

  
	
   

  	
  Associates, SPC

  	
  )

  	
   

  
	
   

  	
  )

  	
  J.
  Edward Virtue /s/

  	
   

  
	
  By: J. Edward Virtue, Director and Chief Executive

  	
  )

  	
   

  	
   

  
	
   

  	
  Officer of Ultramar Capital, Ltd.

  	
  )

  	
  (duly
  authorised)

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  )

  	
   

  
								



 


14

















 


SCHEDULE 1


 


Cinven and PAI
Funds


 


Part A


 


	
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  Second
  Cinven Fund No 1 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund No 2 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund US No 1 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund US No 2 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund US No 3 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund Dutch No 1 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund Dutch No 2 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund Dutch No 3 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Second
  Cinven Fund Dutch No 4 Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Coal
  Pension Venture Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Barclays
  UK Retirement Fund Venture Limited Partnership

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Railway
  Pension Venture Capital Limited

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Cinven
  Nominees Limited (Account Nos. 1-25)

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  
	
  Cinven
  Limited

  	
   

  	
  Pinners
  Hall, 105 Old Broad Street, London EC2N 1EH

  



 


Part B


 




	
  Home

  	
   

  	
  Address

  	
   

  	
  Registered Number (if applicable)

  	
   

  
	
  PAI
  LBO Fund

  	
   

  	
  41
  Avenue de l’Opera 75002 Paris

  	
   

  	
  (Fonds
  commun de placement à risque)

  	
   

  
	
  PAI
  Syndication I L.P.

  	
   

  	
  13-15
  Victoria Road St. Peter Port Guernsey GY1 32D

  	
   

  	
  (No.
  RCS Paris B 338 070 782)

  	
   

  
	
  PAI
  Syndication II L.P.

  	
   

  	
  13-15
  Victoria Road St. Peter Port Guernsey GY1 32D

  	
   

  	
  (No.
  RCS Paris B 338 070 782)

  	
   

  
	
  PAI
  Europe III Funds

  	
   

  	
  13-15
  Victoria Road St. Peter Port Guernsey GY1 32D

  	
   

  	
   

  	
   

  






 


 


15

















 


SCHEDULE 2


 


	
  (1)

  Name

  	
   

  	
  (2)

  Company

  	
   

  	
  (3)

  Description of Securities

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  United
  Biscuits (Equity Limited)

  	
   

  	
  142,858
  B Class Shares

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  United
  Biscuits (Equity Limited)

  	
   

  	
  57,142
  B Class Shares

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  United
  Biscuits (Equity Limited)

  	
   

  	
  150,001
  D Class Shares

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  United
  Biscuits (Equity Limited)

  	
   

  	
  59,999
  D Class Shares

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  United
  Biscuits (Equity Limited)

  	
   

  	
  1
  Preference Share

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  United
  Biscuits (Equity Limited)

  	
   

  	
  23,809
  Special Rights Shares

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  United
  Biscuits (Equity Limited)

  	
   

  	
  9,524
  Special Rights Shares

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  Solvecorp
  Limited

  	
   

  	
  £7,702,470,649
  (nominal) Unsecured Loan Notes 2049

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  Solvecorp
  Limited

  	
   

  	
  £3,080,923,559
  (nominal) Unsecured Loan Notes 2049

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  Solvecorp
  Limited

  	
   

  	
  £7,351,627,181
  (nominal) “B” Unsecured Loan Notes 2049

  	
   

  
	
  DBCP
  Europe GP (Jersey) Limited

  	
   

  	
  Solvecorp
  Limited

  	
   

  	
  £2,940,589,119
  (nominal) “B” Unsecured Loan Notes 2049

  	
   

  



 


 


16