FIFTH AMENDMENT AND RESTATEMENT DEED dated 30 November 2005 in respect of a €730,000,000 SENIOR FACILITIES AGREEMENT dated 23 December 2003 between BUHRMANN N.V. as Obligors’ Agent THE GUARANTORS NAMED HEREIN as Guarantors DEUTSCHE BANK AG LONDON as...
Exhibit 4.18
EXECUTION VERSION
FIFTH AMENDMENT AND RESTATEMENT DEED
dated 30 November 2005
in respect of a
€730,000,000 SENIOR FACILITIES AGREEMENT
dated
23 December 2003
between
XXXXXXXX N.V.
as Obligors’ Agent
THE GUARANTORS NAMED HEREIN
as
Guarantors
DEUTSCHE BANK AG LONDON
as Agent
DEUTSCHE BANK AG LONDON
as Security Trustee
THE CONSENTING C FACILITY LENDERS
and
THE D FACILITY LENDERS
London
TABLE OF CONTENTS
i
THIS AMENDMENT AND RESTATEMENT DEED is dated November 2005 and made between:
| (1) | XXXXXXXX N.V. (the “Parent” and, in its capacity as agent for the Obligors, the “Obligors’ Agent”); |
| (2) | THE GUARANTORS NAMED IN PART III OF SCHEDULE 1 (together with the Parent, the “Guarantors” and each a “Guarantor”); |
| (3) | DEUTSCHE BANK AG LONDON (as agent for and on behalf of the Finance Parties, the “Agent”); |
| (4) | DEUTSCHE BANK AG LONDON (as security trustee for and on behalf of the Finance Parties, the “Security Trustee”); |
| (5) | THE CONSENTING C FACILITY LENDERS (as defined below); and |
| (6) | THE D FACILITY LENDERS (as defined below). |
WHEREAS:
| (A) | The Consenting C Facility Lenders (as defined below) wish to convert their respective proportions of the C Facility Advances into new D Facility Advances, and certain D Facility Lenders wish to provide additional D Facility Advances for the purposes of refinancing the C Facility Outstandings of the Non-Consenting C |
| Facility Lenders (as defined below). | |
| (B) | The parties wish to amend and restate the Senior Facilities Agreement (as defined below) and the Agent, on behalf of the Lenders, wishes to grant certain consents under the Senior Facilities Agreement, in each case on the terms and subject to the conditions set out in this Amendment and Restatement Deed. |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
1.1 Definitions
In this Amendment and Restatement Deed:
“Additional D1 Facility” means the term loan facility granted to the Borrower pursuant to Clause 2.1(f)(i) (The Facilities) of the Senior Facilities Agreement as amended by this Amendment and Restatement Deed.
“Additional D2 Facility” means the term loan facility granted to the Borrower pursuant to Clause 2.1(g)(i) (The Facilities) of the Senior Facilities Agreement as amended by this Amendment and Restatement Deed.
1
“Consenting C Facility Lenders” means the C1 Facility Lenders and C2 Facility Lenders named in Part I of Schedule 1 (Consenting C Facility Lenders) and “Consenting C Facility Lender” means any of them as the context may require from time to time.
“D Facility Lender” means a person which is named opposite the column relating to the Additional D1 Facility or Additional D2 Facility (in each case with a positive amount) in Part II of Schedule 1 (C Facility Lenders and Commitments).
“Amendment and Restatement Effective Date” has the meaning given to that term in Clause 3 (Amendment and Restatement Effective Date).
“Senior Facilities Agreement” means the €730,000,000 Senior Facilities Agreement dated 23 December 2003, as amended through the date hereof, between Xxxxxxxx N.V. as the Parent, Xxxxxxxx US Inc. as the Borrower, Deutsche Bank AG London and ABN AMRO Bank N.V. as the Arrangers, Deutsche Bank AG London as Agent and Security Trustee and the Original Guarantors and Lenders (each as defined in the Senior Facilities Agreement).
1.2 Incorporation of Defined Terms
| (a) | Unless a contrary indication appears, a term defined in the Senior Facilities Agreement has the same meaning when used in this Amendment and Restatement Deed. |
| (b) | The principles of construction set out in the Senior Facilities Agreement shall have effect as if set out in this Amendment and Restatement Deed. |
| 1.3 Clauses | |
| (a) | In this Amendment and Restatement Deed any reference to a “Clause” or “Schedule” is, unless the context otherwise requires, a reference to a Clause or Schedule of this Amendment and Restatement Deed. |
| (b) | Clause and Schedule headings are for ease of reference only. |
1.4 Designation
The parties designate this Amendment and Restatement Deed a Finance Document.
| 2. | AMENDMENT AND RESTATEMENT OF THE SENIOR FACILITIES AGREEMENT |
With effect from the Amendment and Restatement Effective Date (as defined below) the Senior Facilities Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in the attached Schedule 3 (Amended and Restated Senior Facilities Agreement) to this Amendment and Restatement Deed.
| 3. | AMENDMENT AND RESTATEMENT EFFECTIVE DATE |
The Amendment and Restatement Effective Date of this Amendment and Restatement Deed (the “Amendment and Restatement Effective Date”) shall be the later of the date of this Amendment and Restatement Deed and the date on which the Agent confirms to the Obligors’ Agent that it has received all of the documents and other evidence listed in Schedule 2 (Conditions to Effectiveness) in form and substance satisfactory to it.
2
On the date of this Amendment and Restatement Deed and on the Amendment and Restatement Effective Date, the Obligors’ Agent, for and on behalf of each of the Obligors, represents and warrants to the Finance Parties the Repeating Representations.
3
4
PART I – CONSENTING C FACILITY LENDERS
| C1 Facility Lenders | |
| ABN AMRO | |
| AEGON - PINEHURST TRADING, INC | |
| ALADDIN - BIRCHWOOD FUNDING | |
| ALADDIN - LANDMARK CDO LIMITED | |
| ALADDIN - LANDMARK II CDO | |
| ALADDIN - LANDMARK III CDO LTD | |
| ALLSTATE - AIMCO CDO 2000-A | |
| ALLSTATE LIFE | |
| ALLSTATE-AIMCO CLO, SRS 2005A | |
| AMEX - CENTURION CDO 8 | |
| AMEX - CENTURION CDO 9 | |
| AMEX - CENTURION CDO II | |
| AMEX - CENTURION CDO VII | |
| AMEX - CENTURION VI | |
| AMEX - CERTIFICATE CO | |
| AMEX - IDS LIFE INS | |
| AMEX - SEQUILS - CENTURION V | |
| ARES ENHANCED INV. STRAT. | |
| ARES III | |
| ARES IV | |
| ARES V | |
| ARES VI CLO LTD. | |
| ARES VIII CLO LTD | |
| BABSON - CM LIFE | |
| BABSON - LOAN FUNDING VIII | |
| BABSON - MAPLEWOOD | |
| BABSON CLO LTD 2004-I | |
| BABSON CLO LTD. 2004-II | |
| BANK OF MONTREAL | |
| BLACKROCK - MAGNETITE IV | |
| BLACKROCK - MAGNETITE V | |
| BLACKROCK LIMITED DURATION | |
| BLACKROCK SR INC SERIES | |
| BLACKROCK TITANIUM | |
| BLACKROCK-MAGNETITE | |
| BLACKROCK-MAGNETITE III | |
| BLACKROCK-MAGNETITE-CBO II |
5
| BLACKSTONE - LAFAYETTE SQ | |
| BLACKSTONE-ESSEX PK(KATONAH 6) | |
| XXXXXXX XX PARTNERS II | |
| XXXXXXX XX PARTNERS III | |
| XXXXXXX XX PARTNERS IV | |
| XXXXXXX XX PARTNERS VI | |
| XXXXXXX XX PARTNERS VII | |
| XXXXXXX XX PARTNERS VIII | |
| CARLYLE LOAN INVESTMENT LTD | |
| CARLYLE LOAN OPPORTUNITY FUND | |
| CGAM - CITIGROUP INV | |
| CGAM - ECL | |
| CITADEL HILL 2000 LTD. | |
| CSAM - ATRIUM II | |
| CSAM FUNDING I | |
| CSAM FUNDING IV | |
| CYPRESSTREE - XXXXXX | |
| CYPRESSTREE INTL LOAN HOLDING | |
| DEERFIELD - BRYN MAWR CLO | |
| DEERFIELD - FOREST CREEK | |
| DEERFIELD - LONG GROVE CLO | |
| DEERFIELD - ROSEMONT | |
| DEERFIELD-MUIRFIELD TRAD | |
| DENALI - CAP CLO III | |
| DENALI - CAPITAL CLO IV, LTD | |
| XXXXX XXXXX - SFRT | |
| XXXXX XXXXX - TOLLI & CO. | |
| XXXXX XXXXX CDO III | |
| XXXXX XXXXX CDO V, LTD | |
| XXXXX XXXXX CDO VI | |
| XXXXX XXXXX FLTG RTE INC TRUST | |
| XXXXX XXXXX INST'L SENIOR | |
| XXXXX XXXXX VARIABLE | |
| XXXXX XXXXX VT FLOATING | |
| EV - XXXXXXX & CO | |
| FIDELITY - BALLYROCK CLO II | |
| FIDELITY ADV SER II FL RATE HI | |
| FRANKLIN CLO I LTD | |
| FRANKLIN CLO II LTD | |
| FRANKLIN CLO III, LTD | |
| FRANKLIN FLOAT RATE XX | |
| XXXXXXXX FLOATING RATE DAILY | |
| GE CAPITAL CORP. |
6
| GENRE - KZH PONDVIEW LLC | |
| GSO - FOXE BASIN CLO 2003 LTD | |
| GULF STREAM - COMPASS CLO 2003 | |
| ING - ARCHIMEDES III | |
| ING - NEMEAN CLO, LTD | |
| ING - SEQUILS-ING I(HBDGM) LTD | |
| ING INV-PRIME RATE TRUST | |
| ING INV-SNR INCOME FUND | |
| INVESCO - AIM FLOATING RATE FD | |
| INVESCO - CHAMPLAIN CLO | |
| INVESCO - KATONAH V, LTD. | |
| INVESCO - LOAN FUNDING IX LLC | |
| INVESCO - NAUTIQUE | |
| INVESCO-AVALON CAPITAL LTD 3 | |
| INVESCO-CHARTER VIEW PORT | |
| INVESCO-DCP | |
| INVESCO-EURO CDO I | |
| INVESCO-SAGAMORE CLO LTD. | |
| INVESCO-SARATOGA CLO I, LTD | |
| INVESCO-SEQUILS LIBERTY | |
| LIGHTPOINT CLO 2004-1, LTD. | |
| LONG LANE IV | |
| LYON - INDOSUEZ CAPITAL VI | |
| LYON - LCM II | |
| LYON - LCM III | |
| LYON - LCM IV | |
| MASS MUTUAL - SIMSBURY | |
| MASS MUTUAL - SUFFIELD CLO LTD | |
| MASSACHUSETTS MUTUAL LIFE | |
| XXXXXXX - LONGHORN | |
| XXXXXXX - LONGHORN CDO III | |
| XXXXXXX XXXXX INC STRAT PORT | |
| MERRILL MASTER SENIOR FLOATING | |
| MERRILL-FLTG RATE INC STRAT XX | |
| XXXXXXX CLO HOLDING LLC | |
| MJX - VENTURE II CDO 2002 | |
| MJX - VENTURE IV CDO LTD | |
| MJX VENTURE CDO 2002 | |
| XXXXXX XXXXXXX PRIME INCOME TR | |
| NATEXIS BQES POP | |
| NATL CITY XX XXXXXXXXX | |
| NOMURA - CLYDESDALE 2003 | |
| NOMURA - CLYDESDALE CLO 2004 |
7
| NOMURA BOND & LOAN FUND | |
| XXXXXX - FLTG RATE INC FD | |
| SANKATY - XXXXX POINT | |
| SANKATY - XXXXX POINT 1999-1 | |
| SANKATY - XXXXX POINT II | |
| SANKATY - CASTLE HILL I | |
| SANKATY - KATONAH II, LTD | |
| SANKATY - KATONAH III, LTD | |
| SANKATY - KATONAH IV, LTD | |
| SANKATY - RACE POINT | |
| SANKATY - RACE POINT II CLO | |
| SANKATY HIGH YIELD PARTNERS II | |
| SANKATY HIGH YIELD PRT III | |
| SANKATY-HARBOUR TOWN FDG LLC | |
| SENIOR DEBT PORTFOLIO - E.Xxxxx | |
| XXXXXXXX - GM WELFARE | |
| XXXXXXXX - GMAM TRUST | |
| XXXXXXXXX - XXXXXXX CLO, LTD | |
| XXXXXXXXX - CLO, LTD. | |
| XXXXXXXXX - RMF TRANSATLANTIC | |
| XXXXXXXXX - XXXXXXX LOAN | |
| XXXXXXXXX ARBITRAGE CDO | |
| XXXXXXXXX CARRERA | |
| XXXXXXXXX MODENA CLO | |
| XXXXXXXXX QUATTRO CLO, LTD. | |
| SUMITOMO TR | |
| TRAVELERS COLUMBUS LOAN FUND | |
| TRIMARAN CLO IV(FKA 47TH ST FU | |
| TRIMARAN CLO V LTD | |
| US BK NA | |
| VENTURE III CDO 2002 | |
| VERITAS CLO 1 -RABO CHIRONCDOI | |
| WB LOAN FUNDING 2 LLC | |
| XXXXX -FOOTHILL INCOME TRUSTII | |
| WESTGATE - ARCHIMEDES IV | |
| XXXXXX-BOSTON HARBOR CLO'04 |
8
| C2 Facility Lenders | |
| DEUTSCHE BANK AG | |
| XXXXX XXXXX CDO VII PLC | |
| EUROCREDIT CDO 1, B.V. | |
| EUROCREDIT CDO II BV | |
| EUROCREDIT CDO III, B.V. | |
| HARBOURMASTER CLO 5 B.V. | |
| HARBOURMASTER CLO 6 B.V. | |
| HARBOURMASTER CLO IV B.V. | |
| HARBOURMASTER LOAN CORPORATION | |
| LEVERAGED FI EUROPE CAP II,AMS | |
| PIMCO - CLARENVILLE CDO S.A. | |
| PIMCO - INTERCONTINENTAL CDO | |
| PROMUS I | |
| PROMUS II | |
9
PART II – D FACILITY LENDERS AND COMMITMENTS
| Additional D1 Facility | Additional D2 Facility | |||
| Lender | Commitments | Commitments | ||
| ($) | (€) | |||
|
|
|
|
||
| Deutsche Bank AG London | 3,930,250.00 | – |
10
U.S. Guarantors
| 1. | ASAP Software Express, Inc. |
| 2. | BTOP USA Corp. |
| 3. | BTOPI Holding (U.S.) |
| 4. | Xxxxxxxx Swaps, Inc. |
| 5. | Corporate Express Document & Print Management, Inc. |
| 6. | Corporate Express Office Products, Inc. |
| 7. | CE Philadelphia Real Estate, Inc. |
| 8. | Corporate Express Promotional Marketing, Inc. |
| 9. | Corporate Express of Texas, Inc. |
| 10. | Corporate Express, Inc. |
| 11. | License Technologies Group, Inc. |
Dutch Guarantors
| 1. | Xxxxxxxx Financieringen B.V. |
| 2. | Xxxxxxxx Fined B.V. |
| 3. | Xxxxxxxx N.V. |
| 4. | Xxxxxxxx II B.V. |
| 5. | Xxxxxxxx International B.V. |
| 6. | Xxxxxxxx Nederland B.V. |
| 7. | Xxxxxxxx Nederland Holding B.V. |
| 8. | Tetterode-Nederland B.V. |
11
| 9. | Veenman B.V. |
| 10. | Xxxxxxxx Office Products Nederland B.V. |
Belgian Guarantors
Xxxxxxxx SSC (Europe) N.V.
Luxembourg Guarantors
Xxxxxxxx Luxembourg S.A.R.L.
12
CONDITIONS TO EFFECTIVENESS
| 1. | Corporate Documents |
In relation to the Obligors’ Agent:
| (a) | a copy of its up to date constitutional documents and, if applicable, a good standing certificate or a certificate of a duly authorised officer of the Obligors’ Agent certifying that (i) none of the same has been amended, varied, revoked, rescinded or otherwise changed since a copy of the same was last delivered to the Agent and (ii) each of the same is in full force and effect; |
| (b) | a certificate of a duly authorised officer of the Obligors’ Agent stating that the resolutions and authorisations set out in the copy of the minutes of the duly convened, constituted and conducted meeting of the Company’s Executive Board held on 19 December 2003 delivered as a condition precedent to the first Utilisation under the Agreement, which approve the execution, delivery and performance of the Deed, have not been amended, modified, revoked or superseded and remain in full force and effect as at the date of this certificate; and |
| (c) | a duly completed certificate of a duly authorised officer of the Obligors’ Agent certifying that each copy document relating to it specified in this paragraph 1 is correct, complete and in full force and effect at a date no earlier than the Amendment and Restatement Effective Date. |
| 2. | Authorisations and Clearances |
A copy of each Necessary Authorisation as is, in the opinion of counsel to the Lenders, necessary to render the Amendment and Restatement Deed legal, valid, binding and enforceable, to make the Amendment and Restatement Deed admissible in evidence in the Obligors’ Agent’s jurisdiction of incorporation and in England and to enable the Obligors’ Agent to perform its obligations thereunder.
| 3. | Fees |
Evidence that all fees and expenses (including legal fees) payable under this Amendment and Restatement Deed or in connection with this Amendment and Restatement Deed as at the Amendment and Restatement Effective Date have been paid or, as the case may be, will be paid by or on the Amendment and Restatement Effective Date.
| 4. | Finance Documents |
Original duly executed copies of this Amendment and Restatement Deed.
| 5. | Legal Opinions |
An opinion of:
13
| (a) | White & Case, legal advisers to the Agent and the Arrangers on matters of English law; |
| (b) | Xxxxx & Overy, legal advisers to the Obligors’ Agent on matters of the law of The Netherlands; and |
| (c) | Xxxxx Dutilh, legal advisers to the Agent and the Arrangers on matters of the law of The Netherlands, |
in each case addressed to the Finance Parties.
14
SCHEDULE 3
AMENDED AND RESTATED SENIOR FACILITIES AGREEMENT
15
| SIGNATORIES | |||
| The Parent and the Obligors’ Agent | |||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX N.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| The Guarantors | |||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX N.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
16
| EXECUTED as a DEED | ) | ||
| by ASAP SOFTWARE EXPRESS, INC. | ) | ||
| acting by | ) | ||
| Address: | 000 Xxxxxx Xxxxx | ||
| Xxxxxxx Xxxxx | |||
| Xxxxxxxx 00000 | |||
| Xxxxxx Xxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by BTOP USA CORP. | ) | ||
| acting by | ) | ||
| Address: | Corporate Trust Center | ||
| 0000 Xxxxxx Xxxxxx | |||
| Xxxxxxxxxx, XX 00000 | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by BTOPI HOLDING (U.S) | ) | ||
| acting by | ) | ||
| Address: | Xxx Xxxxxxx Xxxxx, Xxxxx 000 | ||
| Xxxxxxxxx, XX 00000-0000 | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX SWAPS, INC. | ) | ||
| acting by | ) | ||
| Address: | 0 Xxxxxxxxxxxxx Xxx | ||
| Xxxxxxxxxx, Xxxxxxxx | |||
| 00000-0000 | |||
| Xxxxxx Xxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
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| EXECUTED as a DEED | ) | ||
| by CORPORATE EXPRESS DOCUMENT | ) | ||
| & PRINT MANAGEMENT, INC. | ) | ||
| acting by | ) | ||
| Address: | 0000 Xxxxx 00xx Xxxxxx | ||
| Xxxxx | |||
| XX 00000 | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED |
|||
| by CORPORATE EXPRESS OFFICE | |||
| PRODUCTS, INC. | |||
| acting by | |||
| Address: | 0 Xxxxxxxxxxxxx Xxx | ||
| Xxxxxxxxxx, Xxxxxxxx | |||
| 00000-0000 | |||
| Xxxxxx Xxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by CE PHILADELPHIA REAL | ) | ||
| ESTATE, INC. | ) | ||
| acting by | ) | ||
| Address: | 0 Xxxxxxxxxxxxx Xxx | ||
| Xxxxxxxxxx, Xxxxxxxx | |||
| 00000-0000 | |||
| Xxxxxx Xxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
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| EXECUTED as a DEED | ) | ||
| by CORPORATE EXPRESS | ) | ||
| PROMOTIONAL MARKETING, INC. | ) | ||
| acting by | ) | ||
| Address: | 0000 Xxxxx Xxxxx Xxxx | ||
| Xx. Xxxxx | |||
| XX 000000 | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by CORPORATE EXPRESS OF TEXAS, | ) | ||
| INC. | ) | ||
| acting by | ) | ||
| Address: | 0000 Xxxxxxxxx Xxxx |
||
| Xxxxxxx | |||
| XX 00000 | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by CORPORATE EXPRESS, INC. | ) | ||
| acting by | ) | ||
| Address: | 0 Xxxxxxxxxxxxx Xxx | ||
| Xxxxxxxxxx, Xxxxxxxx | |||
| 00000-0000 | |||
| Xxxxxx Xxxxxx | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
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| EXECUTED as a DEED | ) | ||
| by LICENSE TECHNOLOGIES GROUP, | ) | ||
| INC. | ) | ||
| acting by | ) | ||
| Address: | 000 Xxxxxxx Xxxxxx | ||
| Xxxxxxx Xxxxx, XX 00000 | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX FINANCIERINGEN B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ) | |
| by XXXXXXXX FINED B.V. | ) | ) | |
| acting by | ) | ) | |
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
20
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX II B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX INTERNATIONAL B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX NEDERLAND B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
21
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX NEDERLAND | ) | ||
| HOLDING B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by TETTERODE-NEDERLAND B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| byVEENMAN B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxxx 00 | ||
| 0000 XX Amsterdam | |||
| X.X. Xxx 00000 | |||
| 0000 XX Xxxxxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
22
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX OFFICE PRODUCTS | ) | ||
| NEDERLAND B.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxxxxxxxxx 000 | ||
| 0000 XX Xxxxxx | |||
| Xxx Xxxxxxxxxxx | |||
| Fax: | + 00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX SSC (Europe) N.V. | ) | ||
| acting by | ) | ||
| Address: | Xxxxx 0 | ||
| 0000 Xxxxxxx | |||
| Xxxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
| EXECUTED as a DEED | ) | ||
| by XXXXXXXX LUXEMBOURG S.A.R.L. | ) | ||
| acting by | ) | ||
| Address: | Xxxxx 0 | ||
| 0000 Xxxxxxx | |||
| Xxxxxxx | |||
| Fax: | x00 00 000 00 00 | ||
| Attention: | Xx X. Xxxxxx | ||
23
The Agent
| DEUTSCHE BANK AG LONDON | ||
| By: | ||
| By: | ||
| Address: | Xxxxxxxxxx Xxxxx | |
| 0 Xxxxx Xxxxxxxxxx Xxxxxx | ||
| Xxxxxx XX0X 0XX | ||
| Fax: | + 00 00 0000 0000/5703 | |
| Attention: | Xxxxxxxxxxx Xxxxxx/Xxxxx Xxxxxx | |
| The Security Trustee | ||
| DEUTSCHE BANK AG LONDON | ||
| By: | ||
| By: | ||
| Address: | Xxxxxxxxxx Xxxxx | |
| 0 Xxxxx Xxxxxxxxxx Xxxxxx | ||
| Xxxxxx XX0X 0XX | ||
| Fax: | x00 00 0000 0000/5703 | |
| Attention: | Xxxxxxxxxxx Xxxxxx/Xxxxx Xxxxxx | |
| The Consenting C Facility Lenders | ||
| DEUTSCHE BANK AG LONDON, | ||
| as Agent, for and on behalf of the
Consenting C Facility Lenders |
||
| By: | ||
| By: | ||
| Address: | Xxxxxxxxxx Xxxxx | |
| 0 Xxxxx Xxxxxxxxxx Xxxxxx | ||
| Xxxxxx XX0X 0XX | ||
| Fax: | x00 00 0000 0000/5703 | |
| Attention: | Xxxxxxxxxxx Xxxxxx/Xxxxx Xxxxxx | |
24
| The D Facility Lenders | ||
| DEUTSCHE BANK AG LONDON, | ||
| By: | ||
| By: | ||
| Address: | Xxxxxxxxxx Xxxxx | |
| 0 Xxxxx Xxxxxxxxxx Xxxxxx | ||
| Xxxxxx XX0X 0XX | ||
| Fax: | + 00 00 0000 0000/5703 | |
| Attention: | Xxxxxxxxxxx Xxxxxx/Xxxxx Xxxxxx | |
25
