TPG Nv Sample Contracts

TNT N.V. AND
Deposit Agreement • June 18th, 2007 • TNT N.V. • Air courier services • New York
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DEPOSIT AGREEMENT by and among TNT POST GROUP N.V. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER
Deposit Agreement • March 13th, 2001 • TNT Post Group Nv • Air courier services • New York

DEPOSIT AGREEMENT, dated as of June 15, 1998, by and among (i) TNT Post Group N.V., a company incorporated under the laws of The Netherlands, and its successors (the "Company"), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the "Depositary"), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

AND
Deposit Agreement • June 18th, 2007 • TNT N.V. • Air courier services • New York
FORM OF UNDERWRITING AGREEMENT Dated as of [ • ] TPG N.V.
Underwriting Agreement • March 16th, 2005 • TPG Nv • Air courier services

TPG N.V., a limited liability public company incorporated under the laws of The Netherlands (the Company), proposes to sell from time to time to the several Underwriters named in Schedule II hereto (the Underwriters) for whom you (the Representatives) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the Securities), which may be issued under an indenture (the Indenture) dated as of May 28, 2004 between the Company and Citibank, N.A., as trustee (the Trustee).

AGREEMENT ON PRINCIPLES TNT POST GROUP [Afspraken op Hoofdlijnen TNT Post Groep]
Agreement on Principles • March 13th, 2001 • TNT Post Group Nv • Air courier services
FORM OF WARRANT AGREEMENT DATED • TPG N.V. AND as Warrant Agent
Warrant Agreement • March 16th, 2005 • TPG Nv • Air courier services • New York
FISCAL AND PAYING AGENCY AGREEMENT TPG N.V. EUR 1,000,000,000 5.125% Bonds 2001 due 2008 29 November 2001 FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • March 4th, 2002 • TPG Nv • Air courier services

TPG N.V., a limited liability company, with its corporate seat in Amsterdam and having its offices in Neptunusstraat 41-63, 2132 JA Hoofddorp, the Netherlands, (the "Issuer"),

Form of Employment Agreement Members of the Board of Management The undersigned:
Employment Agreement • February 21st, 2003 • TPG Nv • Air courier services
FORM OF UNIT AGREEMENT DATED [ • ] TPG N.V., • , as Agent, • , as Trustee under the Indenture referred to herein, • , as Warrant Agent under the Warrant Agreement referred to herein, and • , as Purchase Contract Agent under the Purchase Contract...
Unit Agreement • March 16th, 2005 • TPG Nv • Air courier services • New York

• , acting solely as unit agent under this Agreement (in its capacity as unit agent, the Agent, except to the extent that this Agreement specifically states that the Agent is acting in another capacity),

FORM OF PURCHASE CONTRACT AGREEMENT DATED AS OF [ • ] TPG N.V. and [ • ], as Purchase Contract Agent
Purchase Contract Agreement • March 16th, 2005 • TPG Nv • Air courier services • New York

The Issuer has duly authorized the execution and delivery of this Agreement (as defined herein) and the Certificates evidencing the Units (each as defined herein).

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