SECURED TERM LOAN AGREEMENT Dated as of April 22, 2005, among NORWAY HOLDINGS SPV, LLC, NORWAY ACQUISITION SPV, LLC, as Borrower, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH...Secured Term Loan Agreement • May 2nd, 2005 • H&f Investors Iv LLC • Security & commodity brokers, dealers, exchanges & services • New York
SECURED TERM LOAN AGREEMENT dated as of April 22, 2005 (this “Agreement”), among NORWAY HOLDINGS SPV, LLC, a Delaware limited liability company (“Holdings”), NORWAY ACQUISITION SPV, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS (as defined in Article I), and JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
COLLATERAL AGREEMENT dated as of April 22, 2005, among NORWAY HOLDINGS SPV, LLC, NORWAY ACQUISITION SPV, LLC and JPMORGAN CHASE BANK, N.A., as Administrative AgentCollateral Agreement • May 2nd, 2005 • H&f Investors Iv LLC • Security & commodity brokers, dealers, exchanges & services • New York
COLLATERAL AGREEMENT dated as of April 22, 2005 (this “Agreement”), among NORWAY HOLDINGS SPV, LLC, a Delaware limited liability company (“Holdings”), NORWAY ACQUISITION SPV, LLC, a Delaware limited liability company (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as Administrative Agent.
LIMITED LIABILITY COMPANY AGREEMENT of NORWAY HOLDINGS SPV, LLCLimited Liability Company Agreement • May 2nd, 2005 • H&f Investors Iv LLC • Security & commodity brokers, dealers, exchanges & services
THE UNDERSIGNED are executing this Limited Liability Company Agreement (“Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101, et seq.) (the “Act”), and do hereby certify and agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • May 2nd, 2005 • H&f Investors Iv LLC • Security & commodity brokers, dealers, exchanges & services
This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 2nd, 2005 • H&f Investors Iv LLC • Security & commodity brokers, dealers, exchanges & services • New York
This Subscription Agreement is made as of April 22, 2005, between (i) HELLMAN & FRIEDMAN CAPITAL PARTNERS IV, L.P., a California limited partnership (“HFCP IV”), H&F INTERNATIONAL PARTNERS IV-A, L.P., a California limited partnership (“HFIP IV-A”), H&F INTERNATIONAL PARTNERS IV-B, L.P., a California limited partnership (“HFIP IV-B”), H&F EXECUTIVE FUND IV, L.P., a California limited partnership (“HFE IV”) (each of HFCP IV, HFIP IV-A, HFIP IV-B, and HFE IV, an “H&F Fund” and, collectively, the “H&F Funds”) and (ii) NORWAY HOLDINGS SPV, LLC, a Delaware limited liability company (the “Company”).
