DATED 30 NOVEMBER 2005 AGREEMENT €3,796,818,558 SENIOR CREDIT FACILITY FOR JSG ACQUISITIONS ARRANGED BY DEUTSCHE BANK AG, LONDON BRANCH CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE FIRST BOSTON INTERNATIONAL JP MORGAN PLC WITH

Exhibit 2

EXECUTION COPY

DATED 30 NOVEMBER 2005

AGREEMENT

€3,796,818,558
SENIOR CREDIT FACILITY

FOR

JSG ACQUISITIONS

ARRANGED BY

DEUTSCHE BANK AG, LONDON BRANCH
CITIGROUP GLOBAL MARKETS LIMITED
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
XX XXXXXX PLC

WITH

DEUTSCHE BANK AG, LONDON BRANCH
as Facility Agent

and

DEUTSCHE BANK AG, LONDON BRANCH
as Security Agent

WHITE & CASE

0 Xxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX

TABLE OF CONTENTS

		Page

1.	INTERPRETATION	1

2.	FACILITIES	34

3.	PURPOSE	37

4.	CONDITIONS PRECEDENT	38

5.	UTILISATION – LOANS	39

6.	UTILISATION - DOCUMENTARY CREDITS	40

7.	DOCUMENTARY CREDITS	42

8.	ANCILLARY FACILITIES	48

9.	OPTIONAL CURRENCIES	50

10.	REPAYMENT	53

11.	PREPAYMENT AND CANCELLATION	55

12.	INTEREST	66

13.	TERMS	69

14.	MARKET DISRUPTION	71

15.	TAXES	72

16.	INCREASED COSTS	77

17.	MITIGATION AND CONDUCT OF BUSINESS	80

18.	PAYMENTS	82

19.	GUARANTEE AND INDEMNITY	85

20.	REPRESENTATIONS	88

21.	INFORMATION COVENANTS	97

22.	FINANCIAL COVENANTS	103

23.	GENERAL COVENANTS	112

24.	DEFAULT	144

25.	THE ADMINISTRATIVE PARTIES	151

26.	EVIDENCE AND CALCULATIONS	157

27.	FEES	158

28.	INDEMNITIES AND BREAK COSTS	159

29.	EXPENSES	160

30.	AMENDMENTS AND WAIVERS	161

31.	CHANGES TO THE PARTIES	163

32.	DISCLOSURE OF INFORMATION	170

33.	SET-OFF	171

34.	PRO RATA SHARING	171

35.	SEVERABILITY	173

36.	COUNTERPARTS	173

37.	NOTICES	173

38.	LANGUAGE	175

39.	GOVERNING LAW	176

40.	ENFORCEMENT	176

SCHEDULE 1 ORIGINAL PARTIES		178
SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS		181
SCHEDULE 3 FORM OF REQUEST		188
SCHEDULE 4 CALCULATION OF THE MANDATORY COST		189
SCHEDULE 5 FORM OF TRANSFER CERTIFICATE		192
SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE		194
SCHEDULE 7 FORM OF MARGIN CERTIFICATE		196
SCHEDULE 8 ACCESSION DEEDS		197
SCHEDULE 9 FORMS OF DOCUMENTARY CREDIT		200
SCHEDULE 10 REMAINING DEBT AGREEMENTS		211
SCHEDULE 11 MATERIAL SUBSIDIARIES		221
SCHEDULE 12 GUARANTEE LIMITATIONS		222
SCHEDULE 13 AGREED SECURITY PRINCIPLES		228
SCHEDULE 14 EXISTING TREASURY TRANSACTIONS		232

THIS AGREEMENT is dated 30 November 2005 and is made

BETWEEN:

(1) JEFFERSON SMURFIT GROUP LIMITED, a company incorporated in Ireland (registered number 357957) (the “Parent”);

(2) JSG ACQUISITIONS, a company incorporated in Ireland (registered number 358039) (the “Company”);

(3) THE SUBSIDIARIES OF THE PARENT listed in Part I of Schedule 1 (Original Parties) as original borrowers (in this capacity the “Original Borrowers”);

(4) THE SUBSIDIARIES OF THE PARENT listed in Part I of Schedule 1 (Original Parties) as original guarantors (in this capacity, together with the Parent, the “Original Guarantors”);

(5) DEUTSCHE BANK AG, LONDON BRANCH, CITIGROUP GLOBAL MARKETS LIMITED, CREDIT SUISSE FIRST BOSTON INTERNATIONAL AND XX XXXXXX PLC as arrangers (in this capacity the “Mandated Lead Arrangers” or the “Arrangers”);

(6) THE PERSONS listed in Part II of Schedule 1 (Original Parties) as original lenders (the “Original Lenders”);

(7) DEUTSCHE BANK AG, LONDON BRANCH as issuing bank for Documentary Credits (in this capacity the “Issuing Bank”);

(8) DEUTSCHE BANK AG, LONDON BRANCH as facility agent (in this capacity the “Facility Agent”); and

(9) DEUTSCHE BANK AG, LONDON BRANCH as security agent (in this capacity the “Security Agent”).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

“Acceptable Bank” means a bank or financial institution which has a rating of A or higher by Standard & Poor’s Rating Services, Fitch or IBCA or A2 or higher by Xxxxx’x Investor Services Inc. or a comparable rating from an internationally recognised credit rating agency for its long-term debt obligations.

“Accession Deed” means a deed, substantially in the form of Part I of Schedule 8 (Accession Deeds), with such amendments as the Facility Agent may approve or reasonably require.

“Accounting Date” means each 31 March, 30 June, 30 September and 31 December, save as adjusted to ensure that such dates fall on the same day of the week or otherwise with the consent of the Facility Agent.

“Accounting Period” means a period of approximately one year, three months or one month ending, in the case of each three month and one year period, on an Accounting Date for which Accounts for delivery to the Facility Agent are required to be prepared.

“Accounting Principles” means accounting principles and practices which are generally accepted in Ireland and which are the same as those used in the preparation of the JSG Group Base Financial Statements.

“Accounts” means each set of financial statements required to be prepared by a member of the Group and delivered to the Facility Agent pursuant to this Agreement.

“Acquisition” means the acquisition by the Company of Target Shares pursuant to the Share Purchase Agreement.

“Acquisition and Refinancing Costs” means all fees, costs, expenses and Taxes incurred by (or required to be paid by) any member of the Group in connection with the Acquisition, the establishment of the Facilities, the refinancing of the JSG Group and the Target Group’s existing indebtedness and the Transaction Documents (including related prepayment penalties and make-whole payments).

“Acquisition Documents” means:

(a) the Share Purchase Agreement; and

(b) the Acquisition PIK Note.

“Acquisition PIK Note” means a non-cash pay promissory note issued by JSG Packaging or a direct subsidiary thereof to the Vendors pursuant to Clause 3.4 of the Share Purchase Agreement.

“Additional Borrower” means a member of the Group which becomes a Borrower on or after the date of this Agreement.

“Additional Guarantor” means a member of the Group which becomes a Guarantor on or after the date of this Agreement.

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Administrative Party” means an Arranger, the Issuing Bank, the Facility Agent or the Security Agent.

“Affiliate” means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

“Agent” means the Facility Agent and/or the Security Agent as the context requires.

“Agent’s Spot Rate of Exchange” means the Facility Agent’s spot rate of exchange for the purchase of the relevant currency in the London foreign exchange market with the Base Currency at or about 11.00 a.m. on a particular day.

“Agreed List of Obligors and Security” means the list of Obligors and Transaction Security Documents agreed between the Arrangers and the Parent (each acting reasonably) and initialled by the Company or Xxxxxxxx & Xxxxx International LLP and the Facility Agent for identification purposes with such amendments thereto as the Company and the Facility Agent may agree from time to time consistent the provisions of Clause 23.32 (Security), the Structure Memorandum, the Agreed Security Principles or otherwise which are not materially prejudicial to the security package taken as a whole.

“Agreed Security Principles” means the security principles set out in Schedule 13 (Agreed Security Principles).

“Ancillary Commitment” means, with respect to any Ancillary Lender and an Ancillary Facility, the Base Currency Equivalent of the maximum amount of Ancillary Outstandings that can at any one time be outstanding under the Ancillary Facility Documents to which it is party determined on the first day on which that Ancillary Facility becomes available.

“Ancillary Facility” means any facility or financial accommodation (including any overdraft, foreign exchange, guarantee or bonding facility) established by a Lender under Clause 8 (Ancillary Facilities) in place of all or part of its Revolving Credit Commitment.

“Ancillary Facility Document” means any document evidencing any Ancillary Facility.

“Ancillary Lender” means a Lender which establishes an Ancillary Facility.

“Ancillary Outstandings” on any date means the equivalent on such date in the Base Currency of the principal amount actually or contingently outstanding under an Ancillary Facility, as calculated under Clause 8 (Ancillary Facilities) and the Ancillary Facility Document(s) for that Ancillary Facility.

“Approved Bank” means Deutsche Bank AG, London Branch and any Acceptable Bank and any other bank which has been approved by the Facility Agent provided in each case that such bank has been given and has duly acknowledged all notices (if any) to be given to it pursuant to the Security Documents.

“A1 Term Loan” means a Loan under the A1 Term Loan Facility.

“A1 Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “General Term Loan Commitments – A1”; and

(b) for any other Lender, the amount of any A1 Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“A1 Term Loan Facility” has the meaning given to it in Clause 2 (Facilities).

“A2 Term Loan” means a Loan under the A2 Term Loan Facility.

“A2 Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “Restricted Term Loan Commitments – A2”; and

(b) for any other Lender, the amount of any A2 Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“A2 Term Loan Facility” has the meaning given to it in Clause 2 (Facilities).

“Auditors” means PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or such other firm of independent public accountants of international standing which may be appointed by the Parent as its auditors under Subclause 21.6 (Auditors).

“Availability Period” means the period from and including the date of this Agreement to and including:

(a) for the Term Loan Facilities, the date falling 10 Business Days after the Closing Date (or if less than the full amount of any such Facility is drawn on the Closing Date, the remaining undrawn amount of each such Facility shall be available until the date falling 90 days after the Closing Date on the terms set out in Clause 2.6(e) (Limitations));

(b) for the Restructuring Loan Facility, the date falling 3 years after the Closing Date;

“Barclays L/Cs” means letters of credit in favour of Barclays Bank plc substantially in the form set out in Part III of Schedule 9 (Form of Barclays L/C) to be provided on the Closing Date in connection with certain letters of credit and guarantees issued by it under the senior facility provided to the Target.

“Base Currency” means euros.

“Base Currency Amount” of a Credit means:

(a) if the Credit is denominated in the Base Currency, its amount; or

(b) if the Credit is denominated in an Optional Currency, its equivalent in the Base Currency calculated on the basis of the Agent’s Spot Rate of Exchange one Business Day before the Rate Fixing Day for that Credit or if so provided

in this Agreement on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

“Base Currency Equivalent” means, in relation to an amount expressed or denominated in any currency, the equivalent thereof in the Base Currency converted at the Agent’s Spot Rate of Exchange on the date of the relevant calculation, and in relation to an amount expressed or denominated in the Base Currency, such amount.

“Base Financial Statements” means the JSG Group Base Financial Statements and the Target Group Base Financial Statements.

“Bond Refinancing Debt” means Financial Indebtedness not exceeding an aggregate amount equal to the principal amount of the Securities then outstanding, accrued interest and costs and expenses incurred in connection with the refinancing, including any prepayment penalties, bank or break fees and advisors’ fees on the refinancing (less the amount of any proceeds received by any member of the Group from the closing out of any Treasury Transaction entered into in connection therewith or, if not closed out on refinancing, less the aggregate xxxx to market value of such Treasury Transactions to the extent such aggregate amount is positive) incurred to refinance the Securities.

“Borrower” means an Original Borrower or an Additional Borrower.

“Break Costs” means the amount (if any) by which:

(a) the interest (excluding, for the avoidance of doubt, the Margin and the Mandatory Cost) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or an overdue amount to the last day of the applicable Term in respect of that Loan or overdue amount, had the principal or overdue amount received been paid on the last day of that Term;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount (including for the avoidance of doubt any component in respect of interest) of such Loan or overdue amount received or recovered by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day of receipt (in the case of prepayments of which the Facility Agent has at least 2 Business Days notice), and on the Business Day following receipt or recovery (in the case where less than 2 Business Days notice is given) and ending on the last day of the current Term.

“Brought Forward Amount” means has the meaning provided in Clause 22.1(iv)(b).

“B1 Term Loan” means a Loan under the B1 Term Loan Facility.

“B1 Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “General Term Loan Commitments – B1”; and

(b) for any other Lender, the amount of any B1 Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“B1 Term Loan Facility” has the meaning given to it in Clause 2 (Facilities).

“B2 Term Loan” means a Loan under the B2 Term Loan Facility.

“B2 Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “Restricted Term Loan Commitments – B2”; and

(b) for any other Lender, the amount of any B2 Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“B2 Term Loan Facility” has the meaning given to it in Clause 2 (Facilities).

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and:

(a) if on that day a payment in or a purchase of a currency (other than euro) is to be made, the principal financial centre of the country of that currency; or

(b) if on that day a payment in or a purchase of euro is to be made, which is also a TARGET Day.

“Business Plan” means the business plan referred to in paragraph 16 of Part I in Schedule 2 (Condition Precedent Documents).

“Canadian Dollars” means the lawful currency for the time being of Canada.

“Capital Expenditure” means any expenditure which is treated as capital expenditure in accordance with the Accounting Principles.

“Cash” means cash in hand or:

(a) on deposit (including cash on current accounts) with any Acceptable Bank; or

(b) on deposit (including cash on current accounts) with any other bank or financial institution in an aggregate amount not exceeding €25,000,000 (or its equivalent) provided that (except for an amount not exceeding €10,000,000 (or its equivalent)) it is on deposit with a bank or financial institution approved by

the Arrangers on or prior to the date hereof (plus an amount, in respect of deposits providing cash collateral for a loan as part of a back to back arrangement, not to exceed €30,000,000 (or its equivalent) at any time),

provided that it is not subject to any Security Interest given to support Financial Indebtedness (other than one arising under the Security Document).

“Cash Equivalent” means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation, issued by an Acceptable Bank or overnight deposits with an Acceptable Bank;

(b) any investment in marketable obligations issued or guaranteed by the government of the United States of America, the U.K., a Participating Member State, any other OECD country with a rating of AA or higher by Standard & Poor’s Rating Services, Fitch or IBCA or Aa 2 by Xxxxx’x Investor Services Inc. or (in an amount not exceeding US$5,000,000) bonds issued by the government of Colombia or by an instrumentality or agency of the government of the United States of America, the U.K., a Participating Member State or such OECD country having an equivalent credit rating, maturing within one year after the relevant date of calculation;

(i) for which a recognised trading market exists;

(ii) issued in the United States of America, the U.K., a Participating Member State or any other OECD country with a rating of AA or higher by Standard & Poor’s Rating Services, Fitch or IBCA or Aa2 by Xxxxx’x Investor Services Inc.;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 by Standard & Poor’s Rating Services or IBCA or P-1 by Xxxxx’x Investor Services Inc, or, if no rating is available in respect of the commercial paper or money market investments, the issuer of which has, in respect of its long-term debt obligations, an equivalent rating (or in the case of money market investments is guaranteed by an Acceptable Bank);

(d) United Kingdom certificates of tax deposit;

(e) Sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank; or

(f) any other debt security approved by the Majority Lenders,

in each case, to which any member of the Group is beneficially entitled at that time and which is not subject to any Security Interest given to support Financial Indebtedness (other than one arising under the Security Document).

“Cash Pay Securities” means (i) the 2012 Senior Cash Pay Notes, (ii) 2015 Senior Subordinated Cash Pay Notes and (iii) any SEC registered debt securities issued by JSG Funding for which any of the foregoing debt securities are exchanged.

“Cash Pooling Facilities” means the facilities used for the purposes of the cash pooling arrangements of the Group consistent with the practice of the Group and the Target Group as at the date hereof.

“Certain Funds Credits” means the Credits to be utilised to complete the Acquisition, to refinance the existing indebtedness of the Target Group and to refinance the existing indebtedness of the JSG Group and related costs and expenses.

“Certain Funds Period” means the period commencing on the date of this Agreement and ending on the last date of the Availability Period for the Term Facilities provided that the Closing Date shall have occurred on or before 31 December 2005.

“Change of Control” has the meaning given to it in Clause 11.2 (Mandatory prepayment – change of control/ownership).

“Chief Executive Officer” means, Xxxx XxXxxx as chief executive officer of the Parent, and in each case includes any replacement therefor (or in the absence of such officer, any director of the Parent acting as such officer’s deputy in that capacity).

“Chief Financial Officer” means Xxx Xxxxxx as finance director of the Parent or any replacement therefor (or in the absence of such officer, any director of the Parent acting as such officer’s deputy in that capacity).

“Chief Operating Officer” means, Xxxxxxx Smurfit as chief operating officer of the Parent, and in each case means any replacement therefor (or in the absence of such officer, any director of the Parent acting as such officer’s deputy in that capacity).

“Clean-up period” means the period beginning on the date of this Agreement and ending on the day 90 days after the Closing Date.

“Closing Date” means the date on which the Acquisition is completed.

“Commitment” means a General Term Loan Commitment, a Restricted Term Loan Commitment and a Restructuring Credit Commitment or a Revolving Credit Commitment of a Lender.

“Commitment Letter” means the letter dated 9 September 2005 entered into between the Mandated Lead Arrangers and the Company setting out the basic terms of the Commitment referred to in this Agreement.

“Compliance Certificate” means a certificate, substantially in the form of Schedule 6 (Form of Compliance Certificate), setting out, among other things, calculations of the financial covenants and of the amount of any Excess Cash Flow.

“Consolidated Cash Flow” has the meaning given to it in Clause 22 (Financial Covenants).

“Core Assets” means any assets (including any paperboard, paper or pulp mill or plant) used in connection with the Core Business.

“Core Business” means (a) the manufacture, sale and distribution of containerboard and corrugated containers, and (b) the collection of wastepaper for recycling, and in each case includes anything incidental or ancillary to such activities.

“Credit” means a Loan or a Documentary Credit.

“C1 Term Loan” means a Loan under the C1 Term Loan Facility.

“C1 Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “General Term Loan Commitments – C1”; and

(b) for any other Lender, the amount of any C1 Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“C1 Term Loan Facility” has the meaning given to it in Clause 2 (Facilities).

“C2 Term Loan” means a Loan under the C2 Term Loan Facility.

“C2 Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “Restricted Term Loan Commitments – C2”; and

(b) for any other Lender, the amount of any C2 Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“C2 Term Loan Facility” has the meaning given to it in Clause 2 (Facilities).

“Cure Amount” means any amount referred to under Clause 24.21 (Right to Cure Financial Ratios).

“Currency Test Date” has the meaning given to it in Clause 9.6 (Term Loan or Restructuring Loan Revaluation).

“Czech Commercial Code” means Act No. 513/1991 Coll., as amended.

“Danish Kroner” means the lawful currency for the time being of Denmark.

“Debt Pushdown” means the pushdown of debt within the Group substantially in the manner described in the Structure Memorandum or otherwise in a manner (notified in writing to the Facility Agent) that does not adversely affect the interests of the Lenders in any material respect.

“Default” means:

(a) an Event of Default; or

(b) an event which would be (with the expiry of a grace period, the giving of notice under the Senior Finance Documents or any combination of them) an Event of Default.

“Documentary Credit” means a letter of credit, guarantee, bond or other instrument to be issued by the Issuing Bank pursuant to Clause 6 (Utilisation - Documentary Credits).

“Documentary Credit Claim” has the meaning given to it in Clause 7.4 (Claims under a Documentary Credit).

“Dutch Borrower” means a Borrower incorporated or established under the laws of the Netherlands.

“Dutch Banking Act” means the Dutch 1992 Act on the Supervision of the Credit System 1992 (Wet toezicht Kredietwezen 1992).

“Dutch Exemption Regulation” means the Dutch 1992 Banking Act Exemption Regulation (Vrijstellingsregeling Wtk 1992).

“Dutch GAAP” means accounting principles and practices which, as at the date hereof, are generally accepted in the Netherlands and which are the same as those used in the preparation of the Target Group Base Financial Statements.

“Environmental Approval” means any authorisation required by Environmental Law.

“Environmental Claim” means any claim by any person in connection with a breach, or alleged breach, of Environmental Law.

“Environmental Law” means any law or regulation concerning:

(a) the protection of health and safety;

(b) the environment; or

“Equity Documents” means:

(a) the Shareholders Agreement; and

(b) the constitutional documents of the Parent.

“EURIBOR” relative to a Loan or overdue amount in euro for its Term means:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for that Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for the offering of deposits in euro for a period comparable to that Term.

“euro” or “€” means the single currency of the Participating Member States.

“Event of Default” means an event specified as such in this Agreement.

“Excess Cash Flow” has the meaning given to it in Clause 11.6 (Mandatory prepayment - Excess Cash Flow).

“Excess Currency Amount” has the meaning given to it in Clause 9.6 (Term Loan or Restructuring Loan Revaluation).

“Existing Kappa Bonds” means:

(a) €95,000,000 10⁵/₈% Class A Senior Subordinated Notes due 2009 issued 23 May 2003;

(b) €370,000,000 10⁵/₈% Senior Subordinated Notes due 2009 issued 23 July 1999;

(d) €145,000,000 12¹/₂% Senior Subordinated Discount Notes due 2009 issued 23 July 1999.

“Existing Securitisation” has the meaning provided in the definition of “Non-Recourse”.

“Existing Treasury Transaction” means a Treasury Transaction entered into on or before the date of this Agreement and existing on the date of this Agreement as identified in Schedule 14 (Existing Treasury Transactions).

“Expert Valuation” means an evaluation issued by a court-appointed expert valuator in accordance with Section 196a(3)(5) of the Czech Commercial Code in relation to (i) the guarantee to be provided hereunder by Kappa Packaging Czech and (ii) the joint and several obligations of Kappa Packaging Czech assumed hereunder.

“Facility” means a Term Loan Facility, a Restructuring Loan Facility or a Revolving Credit Facility made available under this Agreement or an Ancillary Facility established pursuant to, this Agreement.

“Facility Office” means the office(s) notified by a Lender to the Facility Agent:

(a) on or before the date it becomes a Lender; or

(b) by not less than five Business Days’ notice,

as the office(s) through which it will perform its obligations, and to which payments for its account should be made, under this Agreement.

“Fee Letter” means the letter dated 9 September 2005 entered into between one or more Administrative Parties and the Company setting out the amount of certain fees referred to in this Agreement.

“Final Maturity Date” means the ninth anniversary of the Closing Date, or if later, 31 December 2014.

“Final Revolving Maturity Date” means the seventh anniversary of the Closing Date.

“Finance Party” means a Hedging Bank, a Lender or an Administrative Party from time to time hereunder.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at financial institutions;

(b) any acceptance credit or xxxx discounting facility;

(d) any preference share by its terms required to be redeemed prior to the Final Maturity Date;

(e) any finance or capital lease or hire purchase, conditional sale or other arrangement required by the Accounting Principles to be capitalised for accounting purposes;

(f) receivables sold or discounted (otherwise than on a non-recourse basis and other than receivables sold or discounted by any member of the Group to Smurfit Capital or pursuant to a Permitted Receivables Securitisation);

(g) the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where the advance or deferred payment (as the case may be) (i) is arranged primarily as a method of raising finance or financing the acquisition or construction of that asset or the acquisition of that service (other than trade credit on customary commercial terms), or (ii) involves a period of more than six months before or after (as the case may be) the date of acquisition or supply;

(h) any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then xxxx to market value of the derivative transaction will be used to calculate its amount);

(i) any other transaction (including any forward sale or purchase agreement) which is required to be accounted for as a borrowing under the Accounting Principles;

(j) any counter-indemnity obligation in respect of any guarantee, indemnity, bond, documentary credit or other instrument issued by a bank or financial institution; or

(k) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (j) above and any agreement to maintain the solvency of any person, whether by investing in, lending to, or purchasing assets from such person,

provided that Financial Indebtedness shall not include the Holdco PIK Note and the Acquisition PIK Note.

“Financial Model” means the base case financial model prepared by or on behalf of the Parent and agreed with the Facility Agent and referred to in paragraph 14 of Part I of Schedule 2 (Condition Precedent Documents).

“First Drawdown” means the making of the first Utilisation.

“First Drawdown Date” means the date of First Drawdown.

“Funds Flow Statement” means the statement prepared by the Parent and agreed with the Facility Agent showing all payments by the Parent and/or by members of the Group in connection with the Acquisition and the refinancing of certain indebtedness of the Group, and the flow of funds occurring on and immediately before and after the First Drawdown and in relation to the refinancings anticipated therein, during the Certain Funds Period.

“General Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “General Term Loan Commitments”; and

(b) for any other Lender, the amount of any General Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“General Term Loan Facility” means the A1 Term Loan Facility, the B1 Term Loan Facility, and the C1 Term Loan Facility.

“Group” means the Parent and its Subsidiaries but excluding the SPV Group (and for the avoidance of doubt shall prior to the Closing Date mean the JSG Group and from

the Closing Date shall mean the JSG Group (excluding the SPV Group) and the Target Group).

“Guarantee” means the guarantee and indemnity contained in Clause 19.1 (Guarantee and Indemnity).

“Guarantor” means an Original Guarantor and any Additional Guarantor.

“Hedging Bank” has the meaning given to it in the Priority Agreement.

“Hedging Document” has the meaning given to it in the Priority Agreement.

“Holdco PIK Note” means the €325,000,000 11.5% senior notes due 2015 issued by JSG Holdings plc on 31 January 2005 and any additional such notes issued as interest thereon.

“Holding Company” of any person means any company or body corporate in respect of which that person is a direct or indirect Subsidiary.

“Hong Kong Dollars” means the lawful currency for the time being of Hong Kong.

“IBOR” means LIBOR, EURIBOR or XXXXXX as appropriate.

“Information Package” means the Financial Model and the information memorandum (as amended by agreement between the Parent and the Arrangers) for use in the syndication of the Facilities.

“Intellectual Property Rights” means:

(a) any know-how, patent, trade xxxx, service xxxx, design, business name, domain name, topographical or similar right;

(b) any copyright, data base or other intellectual property right; or

in each case whether registered or not and includes any related application.

“Interest” means:

(a) interest and amounts in the nature of interest accrued, but excluding any element of pension costs allocated as interest or financial expense under the Accounting Principles;

(b) prepayment penalties or premiums incurred in repaying or prepaying any Financial Indebtedness (other than the 2012 Senior Cash Pay Notes, 2025 Bonds and the 2015 Senior Subordinated Cash Pay Notes);

(c) discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness, including fees in respect of Documentary Credits referred to in paragraph (c) of Subclause 7.3 (Fees in respect of Documentary

Credits) and all like fees in respect of any other letters of credit and guarantees;

(d) any other payments and deductions of the like effect (including, without limitation, the interest element of finance leases) and any net payment (or, if appropriate in the context, receipt) under any interest rate hedging agreement or instrument (including without limitation under the Hedging Documents), taking into account any premiums payable for the same,

and “Interest” includes commitment and non-utilisation fees (including, without limitation, those payable hereunder), but excludes agent’s and front-end, management, arrangement and participation fees with respect to any Financial Indebtedness (including, without limitation, those payable hereunder or under the Fee Letters) and excludes any amortisation of financing costs associated therewith.

“Investor” means MDP Global Investors Limited, CVC Capital Partners Advisory Company Limited and/or Cinven Limited, funds, limited partnerships or companies managed or advised by them and/or their principals or affiliates and/or the senior management of the Group (whether at the Group level or at a Holding Company of the Group).

“IPO” has the meaning given to it in Clause 11.3 (IPO).

“IPO Proceeds” has the meaning given to it in Clause 11.3 (IPO).

“Japanese Yen” means the lawful currency for the time being of Japan.

“Joint Venture” has the meaning given to it in Subclause 23.27 (Joint Ventures).

“Joint Venture Investment” has the meaning given to it in Subclause 23.27 (Joint Ventures).

“JSG Funding” means JSG Funding plc, a limited company incorporated in Ireland (registered number 357958).

“JSG Funding Group” means JSG Funding and its Subsidiaries from time to time.

“JSG Funding Loan” means the subordinated loans by JSG Funding to the Company of the proceeds of the Cash Pay Securities.

“JSG Funding Loan Agreements” means the agreements between:

(a) JSG Funding and the Company dated 16th September, 2002 and restated on 27th September, 2002;

(b) JSG Funding and the Company dated 14th February, 2003; and

“JSG Group” means the Parent and its Subsidiaries immediately prior to the Closing Date.

“JSG Group Base Financial Statements” means the audited consolidated financial statements of the JSG Group for its annual Accounting Period ended 31st December, 2004.

“JSG Packaging” means JSG Packaging Limited, a limited company incorporated in Ireland (registered number 380620).

“Kappa Holding B.V.” means Kappa Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, with its statutory seat at Eindhoven, the Netherlands and registered at the Chamber of Commerce of Oost-Brabant under number 33303987.

“Kappa Packaging Czech” means Kappa Packaging Czech, s.r.o., a limited liability company incorporated under the laws of the Czech Republic, with its registered seat at Xxxxxx, Xxxxxxxxxxxx 0000, xxxxxxxx Xxxxxx, Post Code 267 53, Business ID No. 25105582.

“Kappa Packaging S.p.A.” means Kappa Packaging S.p.A., a limited liability company incorporated under the laws of the Republic of Italy, with registered address at 000 Xxx Xxxxxxxxxx, Xxxxxxxxx (XX), Xxxxx, registration number with the Companies’ Registry of Lucca and Fiscal Code 09836700154 (REA 135818).

“Kappa Slovakia” means Kappa Štúrovo, a.s., a joint stock company incorporated under the laws of the Slovak Republic, with its registered seat at Xxxxxxxxxx 0, 000 00 Xxxxxxx, Xxxxxx Xxxxxxxx, ID No.31 410 146, registered in the Commercial Registry of District Court Nitra in Xxx.Xx, Volume No.126/N.

“Latin America” means any country in the Americas other than the United States of America and Canada.

“Lender” means:

(a) an Original Lender; or

(b) any person which becomes a Lender after the date of this Agreement.

“LIBOR” relative to a Loan or overdue amount denominated in a currency other than euro or Swedish Kronor for its Term means:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for the relevant currency or the Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market,

as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Loan or overdue amount for a period comparable to that Term.

“Loan” means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that borrowing.

“Loan Note Guarantee” means a guarantee in the form set out in Part II of Schedule 9 (Form of Loan Note Guarantee) in favour of the holders of certain floating rate, guaranteed, unsecured loan notes issued by the Company due 2007.

“LTIBR” means any interest bearing receivables with a maturity that qualifies as long-term according to section 8 No. 1 German Trade Tax Act (Gewerbesteuergesetz).

“Major Default” means the occurrence of any of the following events:

(a) there is a breach of any of the following representations and warranties by the Company (except to the extent that they relate to any other member of the Group):

(i) Clause 20.2 (Status);

(ii) Clause 20.3 (Powers and authority);

(iii) Clause 20.4 (Legal validity); or

(iv) Clause 20.5 (Non-conflict);

(b) there is a breach of any of the following covenants by the Company (other than breach of a procuring obligation with respect to a member of the Group):

(i) Clause 23.5 (Negative pledge);

(ii) Clause 23.6 (Disposals);

(iii) Clause 23.7 (Financial Indebtedness);

(iv) Clause 23.15 (Share capital);

(v) Clause 23.16 (Dividends); or

(vi) Clause 23.22 (Amendments to documents);

(i) Clause 24.2 (Non-Payment);

(ii) Clause 24.6 (Insolvency) in respect of the Company;

(iii) Clause 24.7 (Insolvency proceedings) in respect of the Company; or

(iv) Clause 24.8 (Creditors’ process) in respect of the Company.

“Majority Lenders” means, at any time, Lenders:

(a) the aggregate of whose shares in the outstanding Credits and undrawn Commitments then represents 66 2/3 per cent. or more of the aggregate of all the outstanding Credits and undrawn Commitments of all the Lenders;

(b) if there is no Credit then outstanding, whose undrawn Commitments then aggregate 66 2/3 per cent. or more of the Total Commitments; or

(c) if there is no Credit then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 66 2/3 per cent. or more of the Total Commitments immediately before the reduction.

“Mandatory Cost” means for any Lender the cost of complying with any reserve asset, liquidity, special deposit or other monetary or regulatory requirements affecting it, expressed as a percentage rate per annum, including any reserve asset requirements of the European Central Bank and, for a Lender participating through a Facility Office in the United Kingdom or a Participating Member State, those calculated by the Facility Agent in accordance with Schedule 4 (Calculation of the Mandatory Cost).

“Margin” means, for any amount (including an overdue amount) or Credit outstanding under, or which in the reasonable opinion of the Facility Agent is otherwise referable to, a particular Facility, the rate per annum specified below in relation to that Facility:

(a) the A1 Term Loan Facility, the A2 Term Loan Facility, the Revolving Credit Facility and the Restructuring A Loans, 2.25 per cent. per annum, as adjusted under Subclause 12.3 (Margin Adjustments);

(b) the B1 Term Loan Facility, the B2 Term Loan Facility and the Restructuring B Loans, 2.75 per cent. per annum, as adjusted under Subclause 12.3 (Margin Adjustments);

(d) the Restructuring Loan Facility, prior to the Restructuring Loan Facility Conversion Date, 2.25 per cent. per annum and after the Restructuring Loan Facility Conversion Date, the rate described in paragraphs (a), (b) and (c) of this definition as applicable.

“Margin Certificate” is a certificate, substantially in the form of Schedule 7 (Form of Margin Certificate), setting out the calculations for determining an adjustable Margin pursuant to Subclause 12.3 (Margin Adjustments) as at the relevant date.

“Material Adverse Effect” means an event, effect or matter:

(a) which has a material adverse effect on the business, assets or financial condition of the Group taken as a whole; or

(b) which has a material adverse effect on the ability of the Obligors (taken together) to perform any of their payment obligations under any of the Senior Finance Documents, or

(c) which has a material adverse effect on the ability of the Group (taken as a whole) to comply with its obligations under Clause 22 (Financial Covenants); or

(d) which results in any of the guarantees given by any Guarantor or any of the security granted pursuant to the Security Documents not being effective or enforceable in accordance with its terms in each case in a manner or to an extent which is materially prejudicial to the financial interests of the Lenders under the Senior Finance Documents.

“Material Group Member” means an Obligor or a Material Subsidiary.

“Material Intellectual Property Right” means any Intellectual Property Right without which, or without the benefit of which, an Obligor or Material Subsidiary could not carry on its business substantially as it is being carried on as at the Closing Date or as at any date on which the representation and warranty set out in Subclause 20.16 (Intellectual Property Rights) is made.

“Material Subsidiary” means a Subsidiary of the Company whose unconsolidated EBITDA comprises 5 per cent. or more of consolidated Group EBITDA or whose turnover represents 5 per cent. or more of the turnover of the Group or whose gross assets (excluding intra-Group items and intra-Group investments) represent 5 per cent. or more of the gross assets of the Group (other than Smurfit European Packaging or any other Securitisation SPV, for so long as it is used primarily for the purpose of receivables securitisations).

For this purpose:

(a) the gross assets, EBITDA or turnover of a Subsidiary of the Parent will be determined from its financial statements (unconsolidated if it has Subsidiaries) upon which the latest Accounts have been based;

(b) if a Subsidiary of the Parent becomes a member of the Group after the date on which the latest Accounts have been prepared, the gross assets, EBITDA or turnover of that Subsidiary will be determined from its latest financial statements;

(c) the gross assets, EBITDA or turnover of the Group will be determined from the latest Accounts adjusted (where appropriate) to reflect the gross assets, EBITDA or turnover of any company or business subsequently acquired or disposed of.

“Maturity Date” means, for a Revolving Credit Loan and a Documentary Credit, the last day of its Term.

“Net Proceeds” has the meaning given to it in Subclause 11.4 (Mandatory Prepayment – disposals, insurance, warranty and report claims).

“Non-Core Assets” means any assets owned by a member of the Group other than Core Assets (but excluding for the avoidance of doubt any shares in a member of the

Group which directly or indirectly owns any Core Assets or carries on a Core Business).

“Non-Core Business” means any business carried on by a member of the Group other than a Core Business.

“Non-Recourse” means, in relation to a Permitted Receivables Securitisation, no recourse to the Group other than recourse that is customary for trade receivables financings in the relevant jurisdictions provided that such recourse shall be limited to recourse of the type provided (but, for the avoidance of doubt, not the manner in which it is provided) by any Group member in the receivable securitisation transaction arranged by XX Xxxxxx plc which was entered into on 8 September 2004, as amended prior to the date hereof (the “Existing Securitisation”) provided further that for the avoidance of doubt such proviso shall not preclude any changes in the manner in which recourse is provided by a Group member which are necessary or typical in any relevant jurisdiction to effect recourse of that type.

“Norwegian Guarantor” has the meaning given to it in Part X (Limitations on Norwegian Guarantees) of Schedule 12 (Guarantee Limitations).

“Norwegian Kroner” means the lawful currency for the time being of Norway.

“Obligor” means a Borrower or a Guarantor.

“Optional Currency” means any currency (other than euros) in which a Credit may be denominated under this Agreement including without limitation US Dollars, Sterling, Swedish Kronor, Norwegian Kroner, Danish Kroner, Canadian Dollars, Hong Kong Dollars, Japanese Yen or Swiss Francs.

“Original Base Currency Amount” of a Credit means:

(a) if a Credit is denominated in the Base Currency, its amount; or

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Participating Member State” means a member state of the European Communities that adopts or has adopted the euro as its lawful currency under the legislation of the European Union for European Monetary Union.

“Party” means a party to this Agreement.

“Permitted Acquisition” means each of the acquisitions in paragraph (b)(ii) to (xi) of Clause 23.10 (Acquisitions).

“Permitted Equity Injections” shall bear the meaning given to it in Clause 11.6 (Mandatory prepayment – Excess Cash Flow).

“Permitted Joint Venture Investments” means Joint Venture Investments permitted by Subclause 23.27(b) (Joint Ventures).

“Permitted Post Closing Drawing Purposes” means any of the following applications of the Facilities:

(a) the funding of adjustments to the purchase price for the Acquisition in accordance with the Share Purchase Agreement;

(b) the funding of borrowing requirements arising from the differences in respect of the Target Group between average working capital for the last 12 months and actual working capital on the Closing Date; and

“Permitted Receivables Securitisation” means a receivables financing on a Non-Recourse (except for recourse expressly permitted hereunder) true sale, revolving basis, of receivables originated by a member or members of the Group including, for the avoidance of doubt (i) the Existing Securitisation and (ii) any other transaction having features equivalent or similar to those above and entered into to increase, supplement or refinance such transactions.

“Permitted Reorganisation” means:

(a) an amalgamation, merger, demerger, reconstruction or other re-organisation on a solvent basis of a member of the Group (not being a Borrower, the Parent or JSG Funding) where:

(i) all of the business and assets of that member remain within the Group (and, if that member of the Group was an Obligor immediately prior to such re-organisation being implemented, all of the business and assets of that member are retained by one or more other Obligors or the condition in sub-paragraph (ii)(B) below is satisfied or the limit in sub-paragraph (ii)(C) below is not exceeded); and

(ii) if it or its assets or the shares in it were subject to security in favour of the Lenders immediately prior to such re-organisation, either (A) the Lenders will enjoy the same or equivalent security over the same assets and over it and the shares in it (or in each case over the shares of its successor or if a new Holding Company is inserted as part of such re-organisation, security over the shares of such Holding Company provided that no security is granted to any third party over the shares of the company re-organised or its successor) after such reorganisation; or (B) that the re-organisation will not be materially adverse to the Transaction Security (taken as a whole) (and for the purposes of paragraph (A) and (B) of this sub-paragraph, it shall not be deemed to be adverse if the re-organisation involves new hardening periods running as a result of the release and re-grant of Transaction Security if it is not reasonably likely that a liquidator or similar officer would be able to avoid the relevant Security Interests as a consequence of such new hardening periods); or (C) the value determined by the Company

acting reasonably of assets and/or shares released from the Transaction Security in connection with re-organisations does not exceed €30,000,000 per annum (after taking into account any grant of Transaction Security over assets and/or shares in the same year); or

(b) any other reorganisation of one or more members of the Group approved by the Facility Agent (acting on the instructions of the Majority Lenders); or

(c) the Debt Pushdown and any other transaction described in the Structure Memorandum (in the form delivered to the Facility Agent under Part I of Schedule 2 (Conditions Precedent Documents));

PROVIDED that the requirement for a member of the Group acquiring any business or assets to be an Obligor referred to in (a)(i) above and the requirement for the security referred to in (a)(ii) above will only be required if it is consistent with the Agreed Security Principles, if it is not unlawful for the relevant person to accede as an Additional Obligor or to execute such security (or, (i) in the case of a member of the Group which is not wholly owned or is a Joint Venture, if it would not breach any joint venture agreement or existing shareholders agreement applicable to it or (ii) in the case of a member of the Group incorporated in any country located in Latin America or Xxxxxxx, Xxxxxxx, Xxxxxx & Xxxxxxxxxxx, Xxxxxxxx, Xxxxxxx, Czech Republic, Estonia, Georgia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Romania, Serbia & Montenegro, Russia, Slovakia, Slovenia, Turkey or the Ukraine, it would not breach any negative pledge contained in a Remaining Debt Agreement and would not, in the reasonable opinion of the Parent, result in a loss of access to local credit facilities on reasonable commercial terms) and if such accession or execution would not result in personal liability for that person’s directors or other management, and the relevant person has used all reasonable endeavours lawfully to avoid any such unlawfulness or personal liability, including agreeing to a limit on the amount secured (and the Facility Agent may (but shall not be obliged to) agree to such limit if, in its opinion, to do so might avoid the relevant unlawfulness or personal liability).

“Policy Guidelines” means the 2005 Dutch Central Bank’s Policy Guidelines (issued in relation to the Dutch Exemption Regulation) dated 29 December 2004 (Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk 1992), as amended from time to time.

“Pre-approved Jurisdiction” means Austria, Belgium, Canada, Denmark, France, Germany, Ireland, Italy, Mexico, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, the UK and the United States of America.

“Priority Agreement” means the priority agreement dated on or about the date hereof between, among others, the Obligors, the Lenders, the counterparties under the Hedging Documents (each as defined therein) and the Administrative Parties.

“Professional Market Party” means a professional market party (professionele marktpartij) under the Dutch Exemption Regulation.

“Pro Rata Share” means:

(a) for the purpose of determining a Lender’s share in a Utilisation of a Facility, the proportion which its Commitment under that Facility bears to all the Commitments under that Facility immediately prior to the making of that Utilisation; and

(b) for any other purpose on a particular date:

(i) the proportion which a Lender’s share of the Credits (if any) bears to all the Credits;

(ii) if there is no Credit outstanding on that date, the proportion which its Commitments bear to the Total Commitments on that date;

(iii) if the Total Commitments have been cancelled, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled; or

(iv) when the term is used in relation to a Facility, the above proportions but applied only to the Credits and Commitments for that Facility (for which purpose the Facility Agent will determine, in the case of a dispute, whether the term in any case relates to a particular Facility).

“Quarter Date” means any of 31 March, 30 June, 30 September and 31 December.

“Rate Fixing Day” means:

(a) the first day of a Term for a Loan denominated in Sterling;

(b) the second Business Day before the first day of a Term for a Loan denominated in any other currency (other than euro); or

or such other day as the Facility Agent determines is generally treated as the rate fixing day in the relevant currency by market practice in the Relevant Interbank Market.

“Reconciliation Statement” means a statement delivered to the Facility Agent pursuant to Subclause 21.2(f)(ii) (Form and Scope of Financial Statements).

“Reference Banks” means Deutsche Bank AG London, Citibank N.A. (or an Affiliate), Credit Suisse First Boston International, XX Xxxxxx plc and the Royal Bank of Scotland plc and any other prime bank or financial institution operating in the London interbank market appointed as such by the Facility Agent under this Agreement following consultation with the Company.

“Relevant Interbank Market” means, in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.

“Remaining Debt” at any time, means all Financial Indebtedness of any member of the Group and the Target Group then outstanding under or in respect of the Remaining Debt Agreements (other than in respect of the Cash Pooling Facilities).

“Remaining Debt Agreements” means the credit and/or loan agreements details of which are set out in Schedule 10 (Remaining Debt Agreements) as amended and/or refinanced from time to time (including any refinancing by another member of the Group provided that the net effect of such refinancing in another Group member is not materially adverse to the interests of the Lenders compared to the position if the refinancing had been done through the same Group member), and provided that no Security Interest or guarantee is granted by any member of the Group in respect of such amendment or refinancing unless either an equivalent Security Interest or guarantee had been granted as at the date of this Agreement by such member of the Group in respect of the Remaining Debt so amended or refinanced or any such new Security Interest or guarantee is otherwise permitted by this Agreement.

“Repayment Instalment” means each instalment for repayment of a Term Loan, identified in this Agreement by the same designation as such Term Loan.

“Repeating Representations” means at any time the representations which are deemed to be made or repeated under this Agreement pursuant to Subclause 20.25 (Times for Making Representations).

“Report” means the synergies report prepared by PricewaterhouseCoopers LLP as referred to in Part I of Schedule 2 (Conditions Precedent Documents).

“Request” means a request for a Credit, substantially in the form of Schedule 3 (Form of Request).

“Required Regulatory Disposal” means any disposal of assets or a business required by law or required by any regulatory authority in connection with the Acquisition.

“Reservations” means the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, examination, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, defences of set-off or counterclaim and similar principles, rights and defences under the laws of any jurisdiction in which relevant obligations may have to be performed and qualifications as to matters of law only set out in the legal opinions addressed to the Finance Parties delivered pursuant to this Agreement.

“Restricted Borrower” means Smurfit Deutschland GmbH, a limited liability company incorporated in Germany (registered number HRB 90813).

“Restricted Target Shares” means shares in each of the members of the Target Group incorporated in Germany.

“Restricted Term Loan Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Lenders) under the heading “Restricted Term Loan Commitments”; and

(b) for any other Lender, the amount of any Restricted Term Loan Commitment so designated which it acquires,

to the extent not cancelled, transferred or reduced under this Agreement.

“Restricted Term Loan Facilities” means the A2 Term Loan Facility, the B2 Term Loan Facility, and the C2 Term Loan Facility, and “Restricted Facility” means any one of them.

“Restructuring A Loans” means the Restructuring Loans that are converted into Restructuring A Loans on the Restructuring Loan Facility Conversion Date in accordance with Clause 2.3 (Restructuring Loan Facility).

“Restructuring B Loans” means the Restructuring Loans that are converted into Restructuring B Loans on the Restructuring Loan Facility Conversion Date in accordance with Clause 2.3 (Restructuring Loan Facility).

“Restructuring C Loans” means the Restructuring Loans that are converted into Restructuring C Loans on the Restructuring Loan Facility Conversion Date in accordance with Clause 2.3 (Restructuring Loan Facility).

“Restructuring Credit Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Original Parties) under the heading Restructuring Credit Commitments and the amount of any other Restructuring Credit Commitment, as so designated, it acquires; and

(b) for any other Lender, the amount of any Restructuring Credit Commitment it acquires,

to the extent not cancelled, transferred, increased or reduced under this Agreement.

“Restructuring Loan” means a Loan under the Restructuring Loan Facility and after the Restructuring Loan Facility Conversion Date shall include the Restructuring A Loans, Restructuring B Loans and Restructuring C Loans as the context requires.

“Restructuring Loan Facility” means the restructuring and acquisition facility made available under this Agreement.

“Restructuring Loan Facility Conversion Date” means the date falling at the end of the Availability Period for the Restructuring Loan Facility.

“Restructuring Loan Utilisation” means a Restructuring Loan drawn under the Restructuring Loan Facility.

“Revolving Credit Commitment” means:

(a) for an Original Lender, the amount set opposite its name in Part II of Schedule 1 (Original Parties) under the heading Revolving Credit Commitments and the amount of any other Revolving Credit Commitment, as so designated, it acquires; and

(b) for any other Lender, the amount of any Revolving Credit Commitment it acquires,

to the extent not cancelled, transferred, increased or reduced under this Agreement.

“Revolving Credit Facility” means a revolving credit facility made available under this Agreement.

“Revolving Credit Loan” means a Loan under the Revolving Credit Facility.

“Revolving Credit Utilisation” means a Revolving Credit Loan or a Documentary Credit issued under the Revolving Credit Facility.

“Rollover Credit” means one or more Loans under a Revolving Credit Facility:

(a) to be made on the same day that a maturing Loan under that Facility is due to be repaid;

(b) the aggregate amount of which is equal to or less than the maturing Loan;

(d) to be made to the same Borrower for the purpose of refinancing the maturing Loan.

“Screen Rate” means:

(a) for LIBOR, the British Bankers Association Interest Settlement Rate (if any) for the relevant currency and Term displayed on the appropriate page of the Reuters screen;

(b) for EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant Term displayed on the appropriate page of the Reuters screen; and

(c) for XXXXXX, the percentage rate per annum for the relevant currency and Term appearing on the “SIOR” page of the Reuters screen for the relevant Term.

If the relevant page is replaced or the service ceases to be available, the Facility Agent (after consultation with the Company and the Lenders) may specify another page or service displaying the appropriate rate.

“SEC” the U.S. Securities and Exchange Commission of the United States of America.

“Securities” means the Cash Pay Securities and the 2025 Bonds.

“Securities Documents” means the offering memoranda, indentures, notes, instruments and other documents pursuant to which the Securities are constituted or evidenced.

“Securities Permitted Payments” means the following if required by the Securities:

(a) payment of dividends and interest (in each case whether paid in kind or in cash);

(b) default interest or liquidated damages;

(d) additional amounts payable under applicable gross up provisions under the Securities;

(e) the amount of the US registration costs and legal fees incurred in connection with the issue of the Securities; and

(f) any other payments not exceeding €500,000 in aggregate in any twelve month period.

and for the avoidance of doubt does not include any other payment, including payments of principal, any premium which must be paid together with principal and any prepayment on, or redemption, defeasance or purchase of, any of the Securities.

“Securitisation SPV” has the meaning provided in Clause 23.38 (Permitted Receivables Securitisations)

“Security Document” means:

(a) each document required to be entered into pursuant to Subclause 23.32 (Security) or listed in the Agreed List of Obligors and Security; and

(b) any other document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under the Senior Finance Documents.

“Security Interest” means any mortgage, pledge, lien, charge (fixed or floating), assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect.

“Senior Finance Document” means:

(a) this Agreement;

(b) the Fee Letter;

(d) the Priority Agreement;

(e) an Accession Deed;

(f) a Transfer Certificate;

(g) an Ancillary Facility Document;

(h) a Hedging Document;

(i) a Security Document; or

(j) any other document designated as such by the Arrangers and the Company or the Facility Agent and the Company.

“Senior Subordinated Guarantee” means the senior subordinated guarantee granted by the Company in favour of the trustee in respect of the 2012 Senior Cash Pay Notes and the holders of the related debt securities.

“Shareholders Agreement” means the shareholders’ and corporate governance agreement dated on or about 1 December 2005 and made between, inter alios, JSG Packaging, Smurfit Kappa, and the additional investors identified in the schedule thereto.

“Share Purchase Agreement” means the share purchase agreement dated 23 November 2005 and made between JSG Packaging Limited, the Company, the Vendors and Smurfit Kappa.

“Slovak Commercial Code” means Act No. 513/1991 Coll., as amended.

“Smurfit Capital” means Smurfit Capital, an unlimited company incorporated in Ireland (registered number 177324).

“Smurfit European Packaging” means Smurfit European Packaging Limited, a limited liability company incorporated in Ireland (registered number 347302).

“Smurfit Kappa” means Smurfit Kappa G.P. Limited (in its capacity as general partner of Smurfit Kappa Feeder L.P., a limited partnership formed under the laws of Jersey, Channel Islands, with Registered No. 91096 and whose registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx, Channel Islands).

“SPV Assets” has the meaning given to it in the SPV Facility Agreement.

“SPV B.V.” means Adavale (Netherlands) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with its statutory seat at Rotterdam, the Netherlands and registered at the Chamber of Commerce of Amsterdam under number 24336352.

“SPV B.V./Parent Loan Agreement” means the loan agreement in respect of the €125,000,000 loan by SPV B.V. to the Parent, dated September 2002.

“SPV Facility” means the €125,000,000 loan facility to SPV Offshore.

“SPV Facility Agreement” means the facility agreement in respect of the loan between SPV Ireland, SPV Offshore, Deutsche Bank AG London, Xxxxxxx Xxxxx International, and others dated 12 September 2002.

“SPV Group” means SPV Ireland and its Subsidiaries.

“SPV Ireland” means Arlonberg Limited, a limited company incorporated in Ireland (registered number 314784).

“SPV Offshore” means Madison Global Holdings Limited, a limited company incorporated in the Cayman Islands with registered number CR-118215.

“Sterling” means the lawful currency for the time being of the U.K.

“XXXXXX” relative to a Loan or overdue amount denominated in Swedish Kronor for its Term means:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for Swedish Kronor or the Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the Stockholm interbank market,

as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in Swedish Kronor for a period comparable to that Term.

“Structure Memorandum” means the memorandum and charts prepared by or on behalf of the Company referred to as such in Part I of Schedule 2 (Conditions Precedent Documents).

“Subsidiary” in relation to a company or corporation, means any company or corporation:

(a) which is controlled, directly or indirectly, by the first-mentioned company or corporation;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs generally and/or to control the composition of a majority of its board of directors or equivalent body.

“Super-majority Lenders” means, at any time, Lenders:

(a) the aggregate of whose shares in the outstanding Credits and undrawn Commitments then represents 80 per cent. or more of the aggregate of all the outstanding Credits and undrawn Commitments of all the Lenders;

(b) if there is no Credit then outstanding, whose undrawn Commitments then aggregate 80 per cent. or more of the Total Commitments; or

(c) if there is no Credit then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 80 per cent. or more of the Total Commitments immediately before the reduction.

“Swedish Kronor” means the lawful currency for the time being of Sweden.

“Swiss Francs” means the lawful currency for the time being of Switzerland.

“Syndication Date” means the earlier of the date on which the Facility Agent notifies the Parent that syndication of the Facilities has been or is to be completed and the date 6 months after the First Drawdown Date.

“Synergy Disposals” means disposals of assets including businesses to obtain synergies in connection with the Acquisition as previously disclosed to the Lenders in the Report, the Financial Model and the Business Plan or other assets with broadly similar profiles as determined by the Company and for the avoidance of doubt includes the disposal of Xxxxx Xxxxx Xxxxxx or Smurfit Xxxxxxxx Hook Paper Xxxxx in the UK.

“Target” means Kappa Holding B.V.

“Target Group Base Financial Statements” means the audited consolidated financial statements of the Target Group for its annual Accounting Period ended 31st December, 2004.

“Target Group” means Target and its Subsidiaries.

“Target Shares” means the existing allotted or issued and fully paid shares in the Target and any further shares in the Target which are allotted or issued before the Closing Date.

“TARGET Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro.

“Tax” or “Taxes” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).

“Term” means each period determined under this Agreement:

(a) by reference to which interest on a Loan or an overdue amount is calculated; or

(b) for which the Issuing Bank may be under a liability under a Documentary Credit.

“Term Loan” means a Loan under the Term Loan Facilities.

“Term Loan Facilities” means the General Term Loan Facilities and the Restricted Term Loan Facilities.

“Total Commitments” means the Commitments of all the Lenders.

“Total General Term Loan Commitments” means the aggregate of the General Term Loan Commitments of all the Lenders.

“Total Restricted Term Loan Commitments” means the aggregate of the Restricted Term Loan Commitments of all the Lenders.

“Total Restructuring Credit Commitments” means the aggregate of the Restructuring Credit Commitments of all the Lenders.

“Total Revolving Credit Commitments” means the aggregate of the Revolving Credit Commitments of all the Lenders.

“Total Term Loan Commitments” means the aggregate of the Total General Term Loan Commitments and the Total Restricted Term Loan Commitments.

“Total Term Loan Facilities” means the total of all Term Loan Facilities made available under this Agreement.

“Transaction Documents” means:

(a) the Senior Finance Documents;

(b) the Acquisition Documents;

(d) the SPV B.V./Parent Loan Agreement;

(e) the Securities Documents; and

(f) the Equity Documents.

“Transaction Security” means the Security granted pursuant to the Security Documents.

“Transfer Certificate” means a certificate, substantially in the form of Schedule 5 (Form of Transfer Certificate), with such amendments as the Facility Agent may approve or reasonably require or any other form agreed between the Facility Agent and the Company.

“Transfer Date” means, for a Transfer Certificate, the later of:

(a) the proposed Transfer Date specified in that Transfer Certificate; and

(b) the date on which the Facility Agent executes that Transfer Certificate.

“Treasury Transaction” means any derivative transaction protecting against or benefiting from fluctuations in any rate or price.

“Vendors” means the Partners as defined in the Share Purchase Agreement.

“U.K.” means the United Kingdom.

“US Dollars” or “US$” means the current legal tender of the United States of America.

“Utilisation” means a utilisation under this Agreement of a Facility.

“Utilisation Date” means each date on which a Facility is utilised by the drawing of a Loan or the issue of a Documentary Credit.

“2012 Senior Cash Pay Notes” means the US$750,000,000 and €350,000,000 aggregate principal amount of cash pay senior unsecured debt securities due 2012 issued by JSG Funding on 30th September, 2002 and 14th February, 2003.

“2015 Senior Subordinated Cash Pay Notes” means the US$200,000,000 and €217,500,000 aggregate principal amount of cash pay senior subordinated unsecured debt securities due 2015 issued by JSG Funding on 31st January 2005.

“2025 Bonds” means the US$292 million 7.50% guaranteed notes due 2025 of Smurfit Capital Funding Limited.

1.2 Construction

(a) In this Agreement, unless the contrary intention appears, a reference to:

(i) an “amendment” includes a supplement, amendment, novation, restatement or re-enactment and “amended” will be construed accordingly;

“assets” includes present and future properties, revenues and rights of every description;

an “authorisation” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;

“disposal” means a sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary, and “dispose” will be construed accordingly;

“indebtedness” includes any obligation (whether incurred as principal or as surety and whether present or future, actual or contingent) for the payment or repayment of money;

a “person” includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

a “regulation” includes any regulation, rule, official directive, official request or guideline (in each case whether or not having the force of law but, if not having the force of law, being of a type with which it is customary for persons to which it applies to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(ii) a currency is a reference to the lawful currency for the time being of the relevant country;

(iii) a Default being “outstanding” means that it has not been remedied or expressly waived in writing in compliance with the provisions of this Agreement;

(iv) a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

(v) a Clause, a Subclause or a Schedule is a reference to a Clause or Subclause of, or a schedule to, this Agreement;

(vi) a person includes its successors in title, permitted assigns and permitted transferees;

(vii) words imparting the singular include the plural and vice versa;

(viii) a Transaction Document or another document is a reference to that Transaction Document or other document as amended; and

(ix) a time of day is a reference to London time.

(b) Unless the contrary intention appears, a reference to a “month” or “months” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(i) if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);

(ii) if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and

(iii) notwithstanding sub-paragraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

(c) Unless expressly provided to the contrary in a Senior Finance Document, a person who is not a party to a Senior Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Xxx 0000 and notwithstanding any term of any Senior Finance Document, the consent of any

33 third party is not required for any variation (including any release or compromise of any liability) or termination of that Senior Finance Document.

(d) Unless the contrary intention appears:

(i) a reference to a Party will not include that Party if it has ceased to be a party under this Agreement;

(ii) an amount in euro is payable only in the euro unit;

(iii) a word or expression used in any other Senior Finance Document or in any notice given in connection with any Senior Finance Document has the same meaning in that Senior Finance Document or notice as in this Agreement;

(iv) if there is an inconsistency between this Agreement and another Senior Finance Document, this Agreement will prevail unless that other Senior Finance Document is the Priority Agreement in which case the Priority Agreement will prevail; and

(v) any obligation of an Obligor under the Senior Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor (other than solely an indemnity obligation where no amount is due and payable under such indemnity obligation) is or may be or is capable of becoming outstanding under the Senior Finance Documents.

(e) The index to and headings in this Agreement do not affect its interpretation.

2. FACILITIES

2.1 Term Loan Facilities

Subject to the terms of this Agreement, the Lenders make available to:

(a) the Company and other Borrowers agreed to by the Lenders, term loan facilities in an aggregate amount equal to the Total General Term Loan Commitments as follows:

(i) a term loan facility in the maximum aggregate amount of €467,657,129 (“A1 Term Loan Facility”) to be available in euros;

(ii) a term loan facility in the maximum aggregate amount of €1,132,580,714 (“B1 Term Loan Facility”) to be available in euros; and

(iii) a term loan facility in the maximum aggregate amount of €1,132,580,714 (“C1 Term Loan Facility”) to be available in euros;

(b) the Restricted Borrower in an aggregate amount equal to the Total Restricted Term Loan Commitments as follows:

34 (i) a term loan facility in the maximum aggregate amount of €32,342,871 (“A2 Term Loan Facility”);

(ii) a term loan facility in the maximum aggregate amount of €78,328,565 (“B2 Term Loan Facility”); and

(iii) a term loan facility in the maximum aggregate amount of €78,328,565 (“C2 Term Loan Facility”).

2.2 Revolving Credit Facilities

Subject to the terms of this Agreement, the Lenders make available to certain of the Borrowers revolving credit facilities in an aggregate amount equal to the Total Revolving Credit Commitments.

2.3 Restructuring Loan Facility

(a) Subject to the terms of this Agreement, the Lenders make available to certain of the Borrowers the Restructuring Loan Facility in an aggregate amount equal to the Total Restructuring Credit Commitments.

(b) On the Restructuring Loan Facility Conversion Date, the Restructuring Loans shall convert into Restructuring A Loans, Restructuring B Loans and Restructuring C Loans as follows:

(i) the proportion of the outstanding Restructuring Loans equal to the proportion that the aggregate of the A1 Term Loan Commitments and A2 Term Loan Commitments bore to the Total Term Loan Commitments immediately prior to the First Drawdown Date shall be converted into Restructuring A Loans.

(ii) the proportion of the outstanding Restructuring Loans equal to the proportion that the aggregate of the B1 Term Loan Commitments and B2 Term Loan Commitments bore to the Total Term Loan Commitments immediately prior to the First Drawdown Date shall be converted into Restructuring B Loans.

(iii) the proportion of the outstanding Restructuring Loans equal to the proportion that the aggregate of the C1 Term Loan Commitments and C2 Term Loan Commitments bore to the Total Term Loan Commitments immediately prior to the First Drawdown Date shall be converted into Restructuring C Loans.

2.4 Documentary Credit

The Revolving Credit Facility may also be utilised by way of issue of Documentary Credits.

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2.5 Ancillary Facilities

Subject to the terms of this Agreement, a Lender may also make available certain other bi-lateral facilities to the Borrowers in respect of the Revolving Credit Facility in place of all or part of its Revolving Credit Commitment.

2.6 Limitations

(a) Each General Term Loan Facility shall be utilised pro rata with the other General Term Loan Facilities and each Restricted Term Loan Facility shall be utilised pro rata with the other Restricted Term Loan Facilities.

(b) No Utilisation of any Facility may be made before the Closing Date.

(c) The aggregate principal amount of Documentary Credits outstanding under the Revolving Credit Facility at any time may not exceed €250,000,000.

(d) The aggregate of (i) all outstanding Credits bearing the same designation may not exceed the Commitments then in effect bearing that designation; (ii) all outstanding Revolving Credit Utilisations when aggregated with all Ancillary Outstandings of the Ancillary Lenders may not exceed the Revolving Credit Commitments then in effect (ignoring any reduction thereof on account of Ancillary Commitments); and (iii) the aggregate amount of all Ancillary Outstandings may not at any time exceed the aggregate Ancillary Commitments.

(e) The Term Loan Facilities shall be available for a period of 10 Business Days after the Closing Date (or if any undrawn Term Loan Facilities remains after the Closing Date, a period of up to 90 days after the Closing Date in connection with (i) the funding of adjustments in purchase price for the Acquisition (ii) the funding of borrowing requirements arising from the difference between LTM average working capital and actual working capital on the Closing Date and/or (iii) funding the payment of costs and expenses arising in connection with the Acquisition provided that no more than €1,200 million in aggregate of the Term Loan Facilities shall be available after the date falling ten Business Days after the Closing Date).

2.7 Nature of a Finance Party’s rights and obligations

Unless otherwise agreed by all the Finance Parties:

(a) the obligations of a Finance Party under the Senior Finance Documents are several;

(b) failure by a Finance Party to perform its obligations does not affect the obligations of any other Party (including any other Finance Party) under the Senior Finance Documents;

(c) no Finance Party is responsible for the obligations of any other Finance Party under the Senior Finance Documents;

36 (d) the rights of a Finance Party under the Senior Finance Documents are separate and independent rights;

(e) a debt arising under the Senior Finance Documents to a Finance Party is a separate and independent debt; and

(f) a Finance Party may, except as otherwise stated in the Senior Finance Documents, separately enforce those rights.

3. PURPOSE

3.1 Term Loan Facilities

(a) Each General Term Loan Facility may be used in or towards financing the following:

(i) part-financing the acquisition by the Company of Target Shares other than the Restricted Target Shares;

(ii) refinancing existing indebtedness of the JSG Group and the Target Group and the acquisition by Smurfit Deutschland GmbH of loans to Kappa Packaging (Deutschland) GmbH as contemplated in the Structure Memorandum;

(iii) the payment of the Acquisition and Refinancing Costs; and

(iv) to the extent not otherwise covered herein, the Permitted Post Closing Drawing Purposes.

(b) Each Restricted Term Loan Facility may only be used in or towards financing the acquisition by the Restricted Borrower of Restricted Target Shares.

3.2 Revolving Credit Loans

Each Revolving Credit Loan may be used for the working capital and general corporate purposes of the Group, including refinancing working capital and general corporate debt of the Group (and for the avoidance of doubt including but not limited to financing Capital Expenditure and any adjustments to the purchase price for the Acquisition in accordance with the Share Purchase Agreement).

3.3 Restructuring Facility Loans

Each Restructuring Facility Loan may only be used for the following purposes:

(a) financing the restructuring costs of the Group, including redundancies, disposal costs, merger costs, advisory costs in connection with restructuring and financing costs in connection with funding such costs; and

(b) financing Permitted Acquisitions and Permitted Joint Venture Investments and, in each case, the fees, costs and expenses related thereto.

37

3.4 Documentary Credits

Each Documentary Credit issued under the Revolving Credit Facility may only be issued for the purposes set out in Clause 3.2 (Revolving Credit Loans).

3.5 No obligation to monitor

No Finance Party is bound to monitor or verify the utilisation of a Facility and no Finance Party will be responsible for, or for the consequences of, such utilisation.

3.6 Professional Market Party Representation

(a) Each Lender that makes an advance to a Dutch Borrower, represents to such Dutch Borrower, on the date of this Agreement and, if on such date it is a requirement of Dutch law that each Lender is a Professional Market Party, the date on which an advance (or any portion thereof) is made to the Dutch Borrower, that it is a Professional Market Party.

(b) Each Lender acknowledges that the Dutch Borrower has relied upon such representation and undertakes, to the extent necessary, to provide its reasonable assistance to the Dutch Borrower in verifying such Lender’s Professional Market Party-status.

4. CONDITIONS PRECEDENT

4.1 Conditions precedent documents

A Request (other than a request for the utilisation of a Certain Funds Credit, which shall be subject to Clause 4.2 below) may not be given until the Facility Agent has notified the Company and the Lenders that it has received all of the documents and evidence set out in Part I and Part II of Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent (acting reasonably). The Facility Agent must give this notification to the Company and the Lenders promptly upon receipt of such documents and evidence.

4.2 Certain Funds conditions precedent

Notwithstanding Clauses 4.1 (Conditions precedent documents) and 4.3 (Further conditions precedent) during the Certain Funds Period, the obligations of each Lender to participate in any Certain Funds Credits are subject to the following conditions precedent in form and substance satisfactory to the Facility Agent (acting reasonably):

(a) the documentary conditions precedent requirements set out in Part I only of Schedule 2 (Conditions Precedent Documents) except to the extent such conditions precedent are required to be delivered in respect of any member of the Group (other than the Company);

(b) no Major Default has occurred and is continuing or would result from the making of such Credit;

(c) it is not illegal or contrary to applicable law or regulation for a Lender to participate in the Credit and this Agreement, the Priority Agreement or any

38 document creating security over the shares in Target will not be invalid or unenforceable in any materially relevant jurisdiction due to any relevant law or regulation provided that if such illegality or invalidity or unenforceability subsists the relevant Finance Parties will use reasonable endeavours to enter into a legally valid and binding agreement achieving a substantially equivalent position to that prior to such event occurring and the Certain Funds Period shall be suspended for 20 Business Days whilst each Finance Party uses all reasonable efforts to achieve such position;

(d) no event or circumstance has occurred which would entitle the Company to decline to complete the Acquisition in accordance with the Acquisition Documents (other than as a result of any conditions relating to the availability of funding for the Acquisition); and

(e) no Change of Control has occurred.

During the Certain Funds Period, the Lenders will not exercise their rights under Clause 24.17 (Acceleration), exercise any rescission or exercise any right of set-off, in each case to prevent the utilisation of any Certain Funds Credits.

4.3 Further conditions precedent

The obligations of each Lender to participate in any Credit (other than a Certain Funds Credit during the Certain Funds Period) are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Credit:

(a) the Repeating Representations are correct in all material respects; and

(b) no Default is outstanding or would result from the Credit or, in the case of a Rollover Credit, no Event of Default is outstanding and has been accelerated pursuant to Clause 24.17 (Acceleration).

4.4 Maximum number

Unless the Facility Agent agrees, a Request may not be given if, as a result of making the Utilisation requested, there would be more than 15 Loans per General Term Loan Facility (provided that until the date 60 days after the Closing Date, there may be 30 Loans per Term Loan Facility), 10 Loans per Restricted Facility, 20 Revolving Credit Loans or 20 Documentary Credits or 20 Restructuring Loans outstanding.

5. UTILISATION – LOANS

5.1 Giving of Requests

(a) A Borrower may borrow a Loan by giving to the Facility Agent a duly completed Request.

(b) Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. one Business Day before the Rate Fixing Day for the proposed borrowing.

(c) Each Request is irrevocable.

39

5.2 Completion of Requests

A Request for a Loan will not be duly made unless:

(a) it identifies the Borrower;

(b) it identifies the Facility under which the Loan is to be made;

(c) the Utilisation Date is a Business Day falling within the relevant Availability Period;

(d) the amount of the Loan requested is either an amount equal to the entire undrawn amount available under this Agreement for Loans under the relevant Facility on the proposed Utilisation Date, or a minimum of €3,000,000 (or in the case of a Term Loan, when aggregated with any other Term Loans drawn pro rata to it on the same date, €3,000,000 in aggregate for such Term Loans) or its equivalent in accordance with Clause 9 (Optional Currencies) and an integral multiple of 1,000,000 units of that currency, or is such other amount as the Facility Agent may agree; and

(e) the proposed currency and Term comply with this Agreement.

5.3 Advance of Loan

(a) The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan.

(b) The amount of each Lender’s share of each Loan will be its Pro Rata Share on the proposed Utilisation Date.

(c) No Lender is obliged to participate in a Loan if as a result:

(i) its share in the Credits under a Facility would exceed its Commitment for that Facility; or

(ii) the Credits would exceed the Total Commitments.

(d) If the conditions set out in this Agreement have been met, each Lender must make its share in the Loan available to the Facility Agent for the relevant Borrower on the Utilisation Date.

6. UTILISATION - DOCUMENTARY CREDITS

6.1 Giving of Requests

(a) A Borrower may request a Documentary Credit to be issued under the Revolving Credit Facility by giving to the Facility Agent a duly completed Request.

(b) Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. three Business Days

40 before the proposed Utilisation Date or, in relation to the Loan Note Guarantee or a Barclays L/C, one Business Day before the proposed Utilisation Date

(c) Each Request is irrevocable.

6.2 Completion of Requests

A Request for a Documentary Credit will not be duly made unless:

(a) it identifies the Borrower;

(b) it specifies that it is for a Documentary Credit and identifies the Facility under which it is drawn;

(c) the Utilisation Date is a Business Day falling within the relevant Availability Period;

(d) the amount of the Documentary Credit requested is either an amount equal to the maximum undrawn amount available under this Agreement for Documentary Credits on the proposed Utilisation Date or a minimum of €1,000,000 or its equivalent in accordance with Clause 9 (Optional Currencies) or such other amount as the Facility Agent may agree;

(e) the form of Documentary Credit is attached and has previously been agreed by the Issuing Bank or is in all material respects in the form set out in Part I of Schedule 9 (Form of Documentary Credit) or in relation to the Loan Note Guarantee, the form set out in Part II of Schedule 9 (Form of Loan Note Guarantee) or in relation to a Barclays L/C, the form set out in Part III of Schedule 9 (Form of Barclays L/Cs);

(f) the expiry date of the Documentary Credit will fall on or before the Final Revolving Maturity Date save in relation to the Barclays L/C provided that it will be cash collateralised by the relevant Borrower on or prior to the Final Revolving Maturity Date; and

(g) the delivery instructions for the Documentary Credit are specified.

Only one Documentary Credit may be requested in a single Request.

6.3 Issue of Documentary Credit

(a) The Facility Agent must promptly notify the Issuing Bank and each Lender of the details of the requested Documentary Credit and the amount of such Lender’s share of that Documentary Credit.

(b) The amount of each Lender’s share in a Documentary Credit will be its Pro Rata Share on the proposed Utilisation Date.

(c) The Issuing Bank is not obliged to issue any Documentary Credit if as a result:

(i) a Lender’s share in the outstanding Credits under the Revolving Credit Facility, would exceed its Revolving Credit Commitment; or

41 (ii) the outstanding Credits would exceed the Total Commitments; or

(iii) in the case of a Documentary Credit issued under the Revolving Credit Facility only, the Issuing Bank has not approved the identity of any New Lender (as defined in Clause 31 (Changes to the Parties)) which has acquired a Revolving Credit Commitment and such New Lender has not provided any deposit required by the Issuing Bank under Subclause 7.5(d) (Indemnities).

(d) If the conditions set out in this Agreement have been met, the Issuing Bank must issue the Documentary Credit on the Utilisation Date.

(e) If the Issuing Bank is not obliged to issue any Documentary Credit only for the reason stated in subparagraph 6.3(c)(iii) above, such Documentary Credit will, subject to the other terms of this Agreement, be issued by the Facility Agent on behalf of the Lenders severally in proportion to their Revolving Credit Commitment.

7. DOCUMENTARY CREDITS

7.1 General

(a) A Documentary Credit is “repaid” or “prepaid” if:

(i) a Borrower provides Cash Cover for that Documentary Credit; or

(ii) the maximum amount payable under the Documentary Credit is reduced in accordance with its terms or as a result of its expiry; or

(iii) the Documentary Credit is returned by the beneficiary with its written confirmation that it is released and cancelled; or

(iv) the Issuing Bank is satisfied that it has no further liability under that Documentary Credit, as a result of its expiry or otherwise.

The amount by which a Documentary Credit is repaid or prepaid under sub-paragraphs (i) and (ii) above is the amount of the relevant Cash Cover or reduction.

(b) If a Documentary Credit or any amount outstanding under a Documentary Credit becomes immediately payable, the Issuing Bank will notify the Borrower that requested the issue of that Documentary Credit, and such Borrower must (to the extent it has not already provided Cash Cover in respect of such amount) repay or prepay that amount immediately.

(c) “Cash Cover” is provided for a Documentary Credit if a Borrower pays an amount in the currency of the Documentary Credit to an interest-bearing account with a Finance Party in London in the name of the Borrower and the following conditions are met:

(i) the account is with the Facility Agent or with the Issuing Bank (if, subject as provided below, in either case the Cash Cover is to be

42 provided for all the Lenders) or with a Lender if the Cash Cover is to be provided for that Lender only);

(ii) until no amount is or may be outstanding under that Documentary Credit, withdrawals from the account may only be made to pay to a Finance Party amounts due and payable to that Finance Party in respect of that Documentary Credit or under this Clause; and

(iii) the Borrower has executed and delivered a security document over that account, in form and substance satisfactory to the Facility Agent or the relevant Lender (acting reasonably), creating a first ranking security interest over that account.

Where Cash Cover is to be provided to all the Lenders on whose behalf a Documentary Credit is issued by the Facility Agent, a Lender may require its portion of the Cash Cover to be paid into its account instead of an account with the Facility Agent or the Issuing Bank.

(d) The “outstanding” or “principal” amount of a Documentary Credit at any time is the maximum amount that is or may be payable by the relevant Borrower in respect of that Documentary Credit at that time (less any Cash Cover provided by that Borrower in respect of such Documentary Credit which complies with paragraph (c) above and which remains standing to the credit of the relevant interest-bearing account).

7.2 Assignments and transfers

The consent of the Issuing Bank is required for any assignment or transfer of any Lender’s rights and obligations with respect to any Documentary Credit issued by the Issuing Bank under this Agreement. The Issuing Bank shall not withhold its consent if the New Lender (as defined in Clause 31 (Changes to the Parties)) has a long term credit rating of A- or more (when rated by Standard & Poor’s Rating Services) or A3 or more (when rated by Xxxxx’x Investor Services Inc.) or has provided a deposit (free of Security Interests or third party claims) with the Issuing Bank in an amount equal to the maximum potential liability of such New Lender to the Issuing Bank (assuming that such assignment or transfer has already occurred) under Subclause 7.5 (Indemnities) in respect of Documentary Credits outstanding on the relevant Transfer Date.

7.3 Fees in respect of Documentary Credits

(a) The relevant Borrower must pay to the Issuing Bank for itself a utilisation fee computed at the rate of 0.125 per cent. per annum on the outstanding face amount from time to time of each Documentary Credit (less the amount of any Cash Cover provided in respect of such Documentary Credit) issued by it hereunder for such Borrower which is counter-indemnified by the other Lenders (ignoring for this purpose Subclause 7.6 (Lender as the Issuing Bank)) under Subclause 7.5(b) (Indemnities) for the period from the date of issue of such Documentary Credit to its Maturity Date, such fee being payable quarterly in arrears and on the date any Documentary Credit is repaid or prepaid in full.

43 (b) Each Borrower must pay to the Facility Agent for each Lender a Documentary Credit fee computed at the rate of the Revolving Credit Facility Margin on the outstanding amount (less the amount of any Cash Cover provided by the Obligors in respect of such Documentary Credit) of each Documentary Credit requested by it for the period from the date of issue of that Documentary Credit until its Maturity Date. This fee will be distributed according to each Lender’s Pro Rata Share, adjusted to reflect any assignment or transfer to or by that Lender.

(c) Documentary Credit fee is payable quarterly in arrears (or at the end of any shorter period that ends on the Maturity Date for that Documentary Credit). Any accrued Documentary Credit fee with respect to any Documentary Credit is also payable to the Facility Agent upon repayment or prepayment in full of that Documentary Credit.

7.4 Claims under a Documentary Credit

(a) In the case of a Documentary Credit issued by the Issuing Bank, each Borrower and each Lender irrevocably and unconditionally authorises the Issuing Bank, and in the case of a Documentary Credit issued by the Facility Agent, each Borrower irrevocably and unconditionally authorises each Lender on whose behalf such Documentary Credit was issued, to pay any claim made or purported to be made under a Documentary Credit requested by it and which appears on its face to be in order and in accordance with the terms of that Documentary Credit (a “Documentary Credit Claim”).

(b) Each Borrower must immediately on demand pay to the Facility Agent in the case of a Documentary Credit issued by the Issuing Bank for the Issuing Bank or, in the case of a Documentary Credit issued by the Facility Agent, for the account of each Lender on whose behalf such Documentary Credit was issued by the Facility Agent, an amount equal to the amount of any Documentary Credit Claim.

(c) In the case of a Documentary Credit issued by the Issuing Bank, each Borrower and each Lender acknowledges that the Issuing Bank and, in the case of a Documentary Credit issued by the Facility Agent on behalf of the Lenders, each Borrower acknowledges that the Facility Agent and each Lender on whose behalf such Documentary Credit was issued:

(i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a Documentary Credit Claim; and

(ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person,

and the Issuing Bank, the Facility Agent and each such Lender may assume that any demand, certificate, statement or document which appears on its face to be in order is correct and properly made.

(d) The obligations of a Borrower and, in respect of a Documentary Credit issued by the Issuing Bank, the obligations of the Facility Agent and each Lender under this Clause will not be affected by:

(i) the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

(e) A certificate signed by the Issuing Bank or a Lender on whose behalf a Documentary Credit was issued by the Facility Agent certifying the amount due to the Issuing Bank or such Lender shall be prima facie evidence of the matters so certified.

7.5 Indemnities

(a) A Borrower must promptly on demand indemnify the Issuing Bank, the Facility Agent and each Lender on whose behalf a Documentary Credit was issued by the Facility Agent against any loss or liability which the Issuing Bank, the Facility Agent or such Lender incurs under or in connection with any Documentary Credit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence, wilful misconduct or breach of contract of the Issuing Bank, the Facility Agent or such Lender. Such Borrower must also pay interest under Subclause 12.4 (Interest on overdue amounts) on the amount of any such loss or liability of the Issuing Bank or any such Lender for the period between payment by the Issuing Bank or any such Lender and reimbursement by the Borrower (provided that if the Issuing Bank or any such Lender does not make demand on the relevant Borrower until after the day of payment by the Issuing Bank or such Lender, the rate of interest under Subclause 12.4 (Interest on overdue amounts) in relation to such amount shall be reduced by 1.00% for the period up to the making of such demand).

(b) Each Lender must promptly on demand indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Documentary Credit issued by the Issuing Bank and which has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence, wilful misconduct or breach of contract of the Issuing Bank.

(c) A Lender’s share of the liability or loss referred to in sub-paragraph (b) above will be its Pro Rata Share on the Utilisation Date, adjusted to reflect any subsequent assignment or transfer under this Agreement.

(d) (i) Unless the Issuing Bank has confirmed in writing to any Lender (not being an Original Lender) that it would not require such Lender to make any deposit with it, the Issuing Bank may require that any such Lender (which has a long term credit rating of less than A- (when rated by Standard and Poor’s Rating Services) or A3 (when rated by Xxxxx’x Investor Services Inc.)) deposits (free of Security Interests or

45 third party claims) with the Issuing Bank prior to 10.00 a.m. on the Utilisation Date for any Documentary Credit to be issued by the Issuing Bank (or if later within 3 Business Days of any such request by the Issuing Bank) an amount equal to the maximum potential liability of such Lender to the Issuing Bank under this Subclause 7.5 in respect of such Documentary Credit.

(ii) The Issuing Bank shall be entitled to apply such deposit (by application of funds, set-off, combination of accounts or otherwise as the Issuing Bank shall determine) against amounts due to it from such Lender under this Subclause 7.5.

(iii) Any such deposit shall be on terms that the Issuing Bank shall only be required to repay such deposit to or to the order of such Lender on the expiry (if no demand has then been made under such Documentary Credit) or repayment in full of the relevant Documentary Credit or on compliance in full by such Lender with its obligations to the Issuing Bank under this Subclause 7.5.

(iv) Any such deposit shall be denominated in the same currency as the relevant Documentary Credit and shall bear interest at a rate, determined by the Issuing Bank to be 0.125 per cent. per annum below that at which it can redeposit the funds with lending banks in the relevant interbank market for appropriate periods (as calculated on the aggregate amount of the deposit, on the basis of a year of 360 days for the actual number of days elapsed). Such interest shall be payable (subject to deduction of Tax if so required by applicable law) by the Issuing Bank to such Lender quarterly in arrears (or as otherwise agreed) until repayment of the deposit or application of the deposit by the Issuing Bank against the obligations of such Lender to it under this Subclause 7.5.

(e) The relevant Borrower must promptly on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Subclause 7.5 (other than pursuant to paragraph (d) above). Such Borrower must also pay interest under Subclause 12.4 (Interest on overdue amounts) on the amount of any such payment by a Lender for the period between payment by such Lender and the date of reimbursement by the Borrower (provided that if the Issuing Bank or any such Lender does not make demand on the relevant Borrower until after the day of payment by the Issuing Bank or such Lender, the rate of interest under Subclause 12.4 (Interest on overdue amounts) in relation to such amount shall be reduced by 1.00% for the period up to the making of such demand).

(f) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or Lender under or in connection with any Documentary Credit, regardless of any intermediate payment or discharge in whole or in part.

(g) The obligations of the Borrowers and any Lender under this Clause will not be affected by any act, omission or thing which, but for this provision, would

46 reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any other person). This includes:

(i) any time or waiver granted to, or composition with, any person;

(ii) any release of any person under the terms of any composition or arrangement;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;

(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(vi) any amendment (however fundamental) of a Senior Finance Document, any Documentary Credit or any other document or security; or

(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Documentary Credit or any other document or security.

7.6 Lender as the Issuing Bank

A Lender which is also the Issuing Bank shall be treated as a separate entity in those capacities capable as a Lender of contracting with itself as the Issuing Bank.

7.7 Rights of contribution

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause.

7.8 Change of Issuing Bank

The Issuing Bank may (with the consent of the Facility Agent) resign on giving 3 months notice to the Company and the Facility Agent, and the Facility Agent may with the consent of the Lender concerned, and after consultation with the Company, designate any Lender as a replacement Issuing Bank for future Documentary Credits. Any such resignation shall not extend to or affect Documentary Credits issued prior to such resignation.

8. ANCILLARY FACILITIES

8.1 Availability

(a) If the Company and a Lender agree and subject as provided below, that Lender may provide an Ancillary Facility on a bi-lateral basis to a Borrower in place of all or part of that Lender’s Revolving Credit Commitment.

(b) An Ancillary Facility may not be made available unless the Company has notified the Facility Agent by not less than 5 Business Days’ notice (or such lesser period as the Facility Agent may agree) and the Facility Agent has received:

(i) a notice specifying:

(A) the members of the Group (being Borrowers) which may use the Ancillary Facility;

(B) the start and expiry dates of the Ancillary Facility;

(D) the Ancillary Lender; and

(E) the applicable Ancillary Commitment;

(ii) a copy of the Ancillary Facility Document; and

(iii) any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility.

(c) Subject to compliance with paragraph (b) above, then:

(i) the Lender concerned will become an Ancillary Lender; and

(ii) the Ancillary Facility will be available,

with effect from the date agreed by the Company and the Ancillary Lender.

(d) The Facility Agent must promptly notify the other Lenders.

8.2 Terms of Ancillary Facilities

(a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.

(b) However, those terms:

(i) must be based upon normal commercial terms at that time;

(ii) must only allow Borrowers to use the Ancillary Facility;

48 (iii) must not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

(iv) may not allow the Ancillary Commitment of a Lender to exceed the Revolving Credit Commitment of that Lender (before reduction on account of the Ancillary Facility); and

(v) must ensure that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid and/or cash-collateralised in full, not later than the Final Revolving Maturity Date.

(c) In the event of any conflict between the terms of an Ancillary Finance Document and any of the other Senior Finance Documents, the terms of the relevant Senior Finance Document shall prevail.

8.3 Revolving Credit Commitment

For the purposes of:

(a) calculating commitment fee payable under Clause 27.4 (Revolving/ Restructuring Credit Commitment Fee); and

(b) calculating the amount of a Lender’s share in a Credit under the Revolving Credit Facility:

(i) the Revolving Credit Commitment of a Lender will be reduced by the amount of its Ancillary Commitment in force at that time; and

(ii) the Revolving Credit Commitment of a Lender will be increased by the cancelled amount of its Ancillary Commitment at the time of cancellation.

8.4 Refinancing of Ancillary Facility

(a) No Ancillary Lender may demand repayment or prepayment of any amounts or demand Cash Cover for any liabilities made available or incurred by it under its Ancillary Facility, unless:

(i) the relevant Total Revolving Credit Commitments have been cancelled in full, or the Facility Agent has declared all outstanding Credits under the Revolving Credit Facilities immediately due and payable; or

(ii) the Ancillary Outstandings under that Ancillary Facility can be refinanced by a Revolving Credit Utilisation.

(b) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility can be so refinanced by a Revolving Credit Utilisation:

(i) the Revolving Credit Commitment of the Ancillary Bank will be increased by the amount of its Ancillary Outstandings (or if less by the

49 amount of its Ancillary Commitments) under that Ancillary Facility; and

(ii) the Revolving Credit Utilisation may (provided that paragraph 8.4(a)(i) above does not apply) be utilised irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings); and

(iii) the respective shares in such Revolving Credit Utilisation of the Lenders having Revolving Credit Commitments shall be such that after the making of such Revolving Credit Utilisation, the shares of such Lenders in all the outstanding Utilisations of the Revolving Credit Utilisations taken together shall be proportionate to the Revolving Credit Commitments of the Lenders.

8.5 Information

Each Obligor and each Ancillary Lender must, promptly upon request by the Facility Agent, supply the Facility Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Facility Agent may reasonably request.

9. OPTIONAL CURRENCIES

9.1 Denomination

(a) Term Loans may be denominated in euros or in other Optional Currencies selected by the Company.

(b) Restructuring Loans may be denominated in euros or in other Optional Currencies selected by the Company.

(c) Revolving Credit Loans may be denominated in euros or subject as provided below, an Optional Currency.

(d) Documentary Credits may be denominated in euros or in other Optional Currencies selected by the Company.

9.2 Selection

(a) A Borrower must select the currency of a Loan in its Request.

(b) The amount of a Revolving Credit Loan under a Revolving Credit Facility requested in an Optional Currency must be a minimum amount of the equivalent of €3,000,000 and an integral multiple of 1,000,000 units of that currency.

(c) Unless the Facility Agent otherwise agrees, the Revolving Credit Loans may not be denominated at any one time in more than nine currencies.

50

9.3 Conditions relating to Optional Currencies

(a) A Term Loan or a Restructuring Loan may only be denominated in an Optional Currency or a Revolving Credit Utilisation may only be denominated in an Optional Currency for a Term if:

(i) that Optional Currency is readily available in the amount required and freely convertible into the Base Currency in the relevant interbank market on the Rate Fixing Day and the first day of that Term; and

(ii) that Optional Currency is US Dollars, Sterling, Swedish Kronor, Norwegian Kroner, Danish Kroner, Canadian Dollars, Hong Kong Dollars, Japanese Yen, or Swiss Francs or has been previously approved by the Facility Agent (acting on the instructions of all the Lenders).

(b) If the Facility Agent has received a request from the Company for a currency to be approved as an Optional Currency, the Facility Agent must, within five Business Days, confirm to the Company:

(i) whether or not the Lenders have given their approval; and

(ii) if approval has been given, the minimum amount (and, if required, integral multiples) for any Credit in that currency.

9.4 Revocation of currency

(a) Notwithstanding any other term of this Agreement, if before 9.30 a.m. on any Rate Fixing Day the Facility Agent receives notice from a Lender that:

(i) the Optional Currency requested is not readily available to it in the relevant interbank market in the amount and for the period required; or

(ii) participating in a Loan in the proposed Optional Currency is reasonably likely in the opinion of that Lender to contravene any law or regulation applicable to it,

the Facility Agent must give notice to the Company to that effect promptly and in any event before 11.00 a.m. on that day.

(b) In this event:

(i) that Lender must participate in the Credit in the Base Currency; and

(ii) the share of that Lender in the Credit and any other similarly affected Lender(s) will be treated as a separate Credit denominated in the Base Currency.

(c) Any part of a Credit treated as a separate Credit under this Subclause 9.4 will not be taken into account for the purposes of any limit on the number of Credits or currencies outstanding at any one time.

51 (d) A Credit will still be treated as a Rollover Credit if it is not denominated in the same currency as the maturing Revolving Credit Loan by reason only of the operation of this Subclause 9.4.

9.5 Optional Currency equivalents

The equivalent in the Base Currency of a Credit or part of a Credit in an Optional Currency for the purposes of calculating:

(a) whether any limit under this Agreement has been exceeded;

(b) the amount of a Credit;

(c) the share of a Lender in a Credit;

(d) the amount of any repayment of a Credit; or

(e) the undrawn amount of a Lender’s Commitment,

is its Original Base Currency Amount.

9.6 Term Loan or Restructuring Loan Revaluation

(a) If any Term Loan or Restructuring Loan is denominated in an Optional Currency the Facility Agent shall at six month intervals from the First Drawdown Date (each being a “Currency Test Date”) calculate the Base Currency Amount of the outstanding Term Loans or Restructuring Loans (for which purpose the Base Currency Amount shall be calculated using the Agent’s Spot Rate of Exchange on the date of calculation).

(b) If the outstanding Base Currency Amount of the General Term Loan Commitments, the Restricted Term Loan Commitments or Restructuring Credit Commitments on any Currency Test Date exceeds by more than 5% the Total General Term Loan Commitments, Total Restricted Term Loan Commitments and Total Restructuring Credit Commitments, respectively, at that time (the amount of the excess being the “Excess Currency Amount”) the Company shall within 5 Business Days of notice from the Facility Agent deposit in an interest bearing blocked account of the Company held with the Facility Agent in London an amount so that following such deposit the amount standing to the credit of the account is equal to the Excess Currency Amount.

(c) No amount may be withdrawn by the Company from such blocked account unless on any subsequent Currency Test Date either there is no Excess Currency Amount (in which case the full amount standing to the credit of such account may be withdrawn) or if the Excess Currency Amount is less than the amount standing to the credit of such account an amount may be withdrawn so that the amount standing to the credit of such account equals the Excess Currency Amount on the last Currency Test Date.

(d) The blocked account held with the Facility Agent (and any amount held in it) shall be charged in favour of the Finance Parties on terms satisfactory to the Security Agent acting reasonably.

52

9.7 Documentary Credit Revaluation

If any Documentary Credit is denominated in an Optional Currency the Facility Agent shall at six month intervals from the First Drawdown Date (each being a “Currency Test Date”) calculate the Base Currency Amount of the outstanding Documentary Credits (for which purpose the Base Currency Amount shall be calculated using the Agent’s Spot Rate of Exchange on the date of calculation) and the Parent shall within 5 Business Days notice from the Facility Agent ensure that, following such calculation, the Revolving Credit Facility is prepaid to the extent necessary so that the Base Currency Amount of all outstanding Utilisations of the Revolving Credit Facility do not exceed the Revolving Credit Facility Commitments.

9.8 Notification

The Facility Agent must notify the Lenders and the Company of the relevant Base Currency Amount (and the applicable Agent’s Spot Rate of Exchange) promptly after they are ascertained.

10. REPAYMENT

10.1 Repayment of Term Loans

(a) Each Borrower must repay the A1 Term Loans and the A2 Term Loans made to it in full by instalments on the dates and in the amounts set out below. The amount to be repaid on each date specified below (each a “repayment date”) in respect of the A1 Term Loans and A2 Term Loans shall be the percentage (set out opposite that repayment date in respect of the A1 Term Loan Facility and the A2 Term Loan Facility ) of each A1 Term Loan and A2 Term Loan outstanding as at such repayment date.

Repayment Date (months following the Closing Date)		Amount Repaid (Percentage of A1 Term Loans and A2 Term Loans Outstanding)
12		3%
18		3%
24		5.40%
30		5.40%
36		6.40%
42		6.40%
48		7.40%
54		7.40%
60		9.50%
66		9.50%
72		11.60%
78		11.60%
84		13.40%

(b) Each Borrower must repay the B1 Term Loans and the B2 Term Loans made to it in full on the eighth anniversary of the Closing Date or, if later, 31 December 2013.

53 (c) Each Borrower must repay the C1 Term Loans and the C2 Term Loans made to it in full on the ninth anniversary of the Closing Date or, if later, 31 December 2014.

(d) Any amounts repaid under paragraphs (a), (b) and (c) above may not be re-borrowed.

10.2 Repayment of Revolving Credit Loans

(a) Each Borrower must repay each Revolving Credit Loan made to it in full on its Maturity Date.

(b) Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-borrowed.

(c) Without prejudice to any Borrower’s obligation to repay the full amount of each Revolving Credit Loan on its due date, on the date of any Rollover Credit drawn by any Borrower, the amount to be repaid and the amount to be drawn down by such Borrower on such date in the same currency shall be netted off against each other so that the amount of cash which such Borrower is actually required to pay or, as the case may be, the amount of cash which the Lenders are actually required to pay to such Borrower, shall be the net amount.

(d) Any amount of any Revolving Credit Loan still outstanding on the Final Revolving Maturity Date shall be repaid on the Final Revolving Maturity Date.

10.3 Repayment of Restructuring Loans

(a) Each Borrower must repay the Restructuring A Loans made to it on each repayment date (as defined in Clause 10.1 (Repayment of Term Loans)) falling after the Restructuring Loan Facility Conversion Date in an amount equal to (i) the same percentage by which the A1 Term Loans are repaid on each such repayment date multiplied by (ii) the Restructuring A Loans outstanding on such date and any Restructuring A Loans still outstanding on the final such repayment date shall be repaid on that date.

(b) Each Borrower must repay the Restructuring B Loans made to it in full on the eighth anniversary of the Closing Date, or if later, 31 December 2013.

(c) Each Borrower must repay the Restructuring C Loans made to it in full on the ninth anniversary of the Closing Date, or if later, 31 December 2014.

(d) Any amounts repaid under paragraphs (a), (b) and (c) above may not be re-borrowed.

10.4 Repayment of Documentary Credits

(a) Each Borrower must repay each Documentary Credit issued on its behalf in full on its Maturity Date in accordance with Clause 7.1(a) (General).

54 (b) Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-utilised.

(c) Any Documentary Credit still outstanding on the Final Revolving Maturity Date shall be repaid on that date in accordance with Clause 7.1(a) (General).

10.5 Accelerated Repayment for 2012 Senior Cash Pay Notes

If the 2012 Senior Cash Pay Notes are not refinanced by the Group prior to 1 July 2012:

(a) all the Credits and any other amounts outstanding under the Senior Finance Documents shall be immediately due and payable; and/or

(b) all of the Total Commitments shall be immediately cancelled; and/or

(c) full Cash Cover in respect of any or each Documentary Credit is immediately due and payable.

11. PREPAYMENT AND CANCELLATION

11.1 Mandatory prepayment - illegality

(a) A Lender must notify the Company promptly if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Senior Finance Document or to fund or maintain its share in any Credit.

(b) After notification under paragraph (a) above and subject to the Borrower’s right to replace such Lender pursuant to Clause 17.2(a)(iii) (Replacement of Lender):

(i) each Borrower must repay or prepay the share of that Lender in each Credit utilised by it on the date specified in paragraph (c) below; and

(ii) the Commitments of that Lender will be immediately cancelled.

(c) The date for repayment or prepayment of a Lender’s share in a Credit will be:

(i) the last day of the current Term for that Credit following receipt by the Company of notice from the Lender under paragraph (a) above; or

(ii) if later, the latest date allowed by the relevant law.

11.2 Mandatory prepayment - change of control/ownership

(a) If:

(i) there is a Change of Control (as defined below); or

(ii) all or substantially all of the assets or business of the Group are sold,

the Parent must promptly notify the Facility Agent.

(b) After notification under paragraph 11.2(a)(i) or (ii) above the Facility Agent must, unless the Majority Lenders otherwise require, by notice to the Company:

(i) cancel the Total Commitments; and/or

(ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Senior Finance Documents, to be immediately due and payable.

Any such notice will take effect in accordance with its terms.

(c) In paragraph (a) above and Clause 11.3 below:

“Change of Control” means:

(i) during the period prior to an IPO:

(A) The Investors cease to legally and beneficially own (directly or indirectly) at least 51% of the voting shares of the Parent or to have the right to control a majority of the votes of the board of directors of the Parent;

(B) The Parent ceases to own all of the shares of JSG Funding or JSG Funding ceases to own all of the shares of the Company (directly or indirectly);

(C) The Investors cease to have the largest economic interest in the Parent (excluding for this purpose the liability of the Parent under the Senior Finance Documents and/or the Securities); or

(D) Any person or group of persons acting in concert other than the Investors gains control of the Parent; and

(ii) after an IPO:

(A) The Investors cease to legally and beneficially own (directly or indirectly) at least 30% of the voting shares of the Parent; or

(B) Any person or group of persons acting in concert (excluding the Investors) acquires 30% or more of the voting shares of the Parent and such person or group of persons is the largest shareholder.

“control” means the power to direct the management and policies of the Parent whether through the ownership of voting shares, by contract or otherwise; and

“acting in concert” has the meaning given to it in the City Code on Takeovers and Mergers.

11.3 IPO

(a) When any shares in the Parent or any other member of the Group (or any Holding Company of the Parent) are first listed on a recognised stock exchange or first sold or issued by way of flotation or public offering (each an “IPO”) and such IPO does not result in a Change of Control, the Parent must apply or procure that the Net Proceeds (the “IPO Proceeds”) are applied in prepayment of the Credits under this Agreement in an amount equal to the percentage of the IPO Proceeds set out in the table below corresponding to the ratio of Consolidated Total Net Borrowings on the immediately preceding Quarter Date to Consolidated EBITDA for the 12 month period ending on such Quarter Date:

Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA		Applicable Percentage

Greater than or equal to 4:1		75%

Less than 4:1 but greater than or equal to 3.5:1		50%

Less than 3.5:1 but greater than or equal to 2.5:1		25%

Less than 2.5:1		0

(provided that this Subclause shall not apply in respect of a Subsidiary of the Parent or the Target whose shares are listed on a recognised stock exchange on the date of this Agreement where any such sale or issue does not dilute or reduce the direct or indirect ownership interest of the Parent or the Target in such Subsidiary and is otherwise permitted by the terms of this Agreement).

(b) The remaining IPO Proceeds shall be retained by the Group and for the avoidance of doubt may be applied for any purpose which is not prohibited by this Agreement.

11.4 Mandatory prepayment - disposals, insurance, warranty and report claims

(a) In this Subclause:

(i) “Net Proceeds” of any Recovery Event means the amount received in Cash or Cash Equivalents (or other instruments which upon receipt are readily convertible into Cash on reasonable commercial terms) by a member of the Group in respect thereof subject to the following:

(A) including the amount of any intercompany loan repaid to continuing members of the Group;

(B) treating consideration initially received in a form other than Cash, Cash Equivalents or such other instruments as being received when and if that consideration is converted into Cash or becomes readily so convertible on reasonable commercial terms;

(B) after deducting Taxes (and amounts reasonably reserved in respect of Taxes) payable by members of the Group in connection with that Recovery Event;

(C) after deducting properly incurred costs and expenses (including without limitation legal fees, agents’ commission, auditors’ fees, out-of-pocket redundancy costs, out-of-pocket closure costs, out-of-pocket restructuring costs and out-of-pocket reorganisation costs both preparatory to and/or in consequence of the relevant Recovery Event) incurred by members of the Group in connection with that Recovery Event;

(D) in the case of a Recovery Event that is a disposal of a business or asset, after deducting the amount of any Financial Indebtedness (and any related prepayment fee or penalty or make-whole payment) repaid on disposal of such business or asset (other than, for the avoidance of doubt, the repayment of the Credits under this Agreement)(provided that the Company shall promptly notify the Facility Agent of any such repayment of Financial Indebtedness and provided further that on the disposal of any asset charged to the Finance Parties under any of the Security Documents no Financial Indebtedness shall be repaid or prepaid, other than (I) Financial Indebtedness secured by a prior ranking Security Interest over such business or asset provided that such Financial Indebtedness and such prior ranking Security Interest were permitted under this Agreement; and (II) amounts outstanding under the Senior Finance Documents);

(E) after deducting reasonable reserves in respect of indemnities or other contingent liabilities in respect of the business or asset disposed of provided that if such reserves are not required to be applied in meeting any such indemnity or contingent liability such amount shall be deemed to be an amount of Net Proceeds;

(F) in the case of a Recovery Event that is the closing out of an Existing Treasury Transaction, less any amount applied in repayment or prepayment of the related Securities, Bond Refinancing Debt or Remaining Debt (as applicable).

(ii) “Recovery Event” means:

(A) the disposal of a business or asset (including the disposal of receivables), other than (I) where the asset (not being a receivable) is to be (and is) replaced by another asset for use in the Group’s business within 12 months of the date of disposal or the Net Proceeds of the disposal are committed or designated by the Group to be reinvested in replacement assets within 12 months of the date of the disposal and are so reinvested within six months thereafter, or (II) a disposal of inventory or stock in the ordinary course of trading, or (III) Synergy Disposals in

respect of which the Group has elected in writing to the Facility Agent to apply the Net Proceeds to reinvest in payment of restructuring costs, or (IV) any disposal permitted by Clause 23.6(b)(i), (ii), (vi), (vii), (xi), (xii), (xiv), (xv) (but only to the extent it relates to 23.5(c)(i) (Negative pledge)), 23.6(b)(xvi) and 23.6(b)(xviii) (Disposals) save as provided in Clause 11.5 (Mandatory prepayment – Permitted Securitisation), or (V) disposals in accordance with the Structure Memorandum, the Financial Model and the Business Plan or (VI) the disposal of securised receivables pursuant to or in connection with a Permitted Receivables Securitisation;

(B) a claim by a member of the Group under any contract of insurance (other than in respect of public liability, third party liability or business interruption), other than where the Net Proceeds are to be (and are) applied within 12 months of receipt in reinstating or replacing (on a like for like basis) any asset, or reimbursing such member of the Group for any cost or expense actually incurred in reinstating or replacing any asset to which the insurance policy under which the claim is made relates, or applied in defraying the loss or liability, to which the claim relates or are committed or designated to be so applied within 12 months of receipt and are so applied within 6 months thereafter;

(C) if any amount is deducted from Net Proceeds under paragraph (i)(E) above, a reduction in the amount of the reserves that are required to be maintained or an end to the obligation to maintain such reserves;

(D) any amount is received by any member of the Group in repayment or prepayment of any loan made by it to a member of the SPV Group or otherwise received by a member of the Group as contemplated in Clause 23.34 (SPV Group);

(E) the closing out of any Existing Treasury Transaction; and

(F) any liability claim by the Group in respect of the Acquisition against the Vendor or in respect of the Report against any professional adviser other than where the Net Proceeds are applied (or are committed or designated to be applied) within 12 months of receipt (and if committed or designated are applied within 6 months thereafter) by the relevant Group member:

(i) to satisfy (or reimburse the member of the Group who has discharged) any liability, charge or claim upon a member of the Group by a person who is not a member of the Group; or

(ii) to rectify the deficiency (or to reimburse the member of the Group who has discharged) leading to such recovery being claimed, including payment of a tax liability, payment of an environmental liability, payment of litigation costs and to reimburse any working capital deficiency.

(b) If (i) the Net Proceeds from a Recovery Event exceeds €2,500,000 (the amount of such excess, being the “Relevant Net Proceeds”) and (ii) the aggregate amount of Relevant Net Proceeds from Recovery Events exceeds €25,000,000 (or its equivalent) during any annual Accounting Period of JSG Funding, the Company must apply or procure the application of an amount equal to the aggregate amount of such excess towards prepaying the Credits in accordance with Subclause 11.12 (Application between Term Loan Facilities and Revolving Credit Facilities) (regardless of its amount and the aggregate amount of Relevant Net Proceeds) must be so applied, and unless in each case to do so would be unlawful (and the Company will notify the Facility Agent promptly with details of any provision making any such prepayment unlawful) or would incur a material tax liability for the Group. Any such amounts not prepaid due to unlawfulness or material tax costs shall be retained by the Group and may be applied by it for any purpose not prohibited hereunder.

(c) The Company will procure that each member of the Group uses all reasonable endeavours to avoid any such unlawfulness and tax costs and to facilitate cash circulation between members of the Group to enable prepayment of the Credits.

11.5 Mandatory prepayment – Permitted Securitisation

(a) For the purposes of this Subclause 11.5, “Net Securitisation Proceeds” means, without double counting, the consideration received by any member of the Group in respect of the disposal of receivables and related rights transferred pursuant to a Permitted Receivables Securitisation to the extent that such consideration:

(i) is not funded by collections in respect of receivables purchase by the Securitisation SPV on a previous date;

(ii) is not funded by the issue by the Securitisation SPV of additional notes, bonds or other indebtedness (including commercial paper or other short term instruments) up to the then current maximum amount of such indebtedness which may be issued by the Securitisation SPV to fund the acquisition of receivables; and

(iii) does not represent the payment of deferred consideration in respect of receivables purchased by the Securitisation SPV on an earlier date,

net of all third party costs, fees and expenses (including any applicable VAT) properly incurred by members of the Group in arranging and effecting the Permitted Receivables Securitisation or any subsequent increase in third party funding therefor.

(b) On each date on which Net Securitisation Proceeds are received, the Company must procure the application of an amount equal to such Net Securitisation Proceeds towards prepaying the Credits in accordance with Subclause 11.12 (Application between Term Loan Facilities and Revolving Credit Facilities) unless to do so would be unlawful (and the Company will notify the Facility Agent with details of any provision making any such prepayment unlawful) or would incur a material tax liability for the Group. Any such amounts not prepaid due to unlawfulness or material tax costs shall be retained by the Group and may be applied by it for any purpose not prohibited hereunder.

11.6 Mandatory prepayment - Excess Cash Flow

(a) In this Subclause:

“Excess Cash Flow” means, for any financial year of JSG Funding commencing after 31 December 2005 (the first cash sweep shall be for the financial year ending 31 December 2006), Consolidated Cash Flow less Consolidated Total Debt Service in excess of €15,000,000 after deducting (without double counting): (a) an amount equal to any Capital Expenditure limit carried forward from the relevant financial year in accordance with the proviso in Clause 22.1(iv)(a) (Financial Undertakings), (b) an amount equal to (i) proceeds of events that would have been Recovery Events except that such proceeds have been committed or designated to be reinvested as permitted under Clause 11.4 (Mandatory prepayment – disposals, insurance, warranty and report claims) but have not been applied in such reinvestment and (ii) proceeds of Recovery Events that do not need to be applied in prepayment of the Credits, (d) an amount equal to the equity, quasi-equity investments or subordinated and shareholder loans made by the Investors in the Parent in the relevant financial year (“Permitted Equity Injections”, including for the avoidance of doubt Cure Amounts), (e) an amount equal to the management fees permitted to be paid to the Investors pursuant to Clause 23.16 (Dividends) in the current year.

(b) If the annual audited consolidated Accounts of JSG Funding reveal Excess Cash Flow, the Company must apply or procure the application of an amount equal to 66 2/3% (or, if Consolidated Total Net Borrowings is less than or equal to 3.5 times but greater than 3.0 times Consolidated EBITDA for the annual Accounting Period, then 50% or, if the Consolidated Total Net Borrowings is less than or equal to 3.0 times but greater than 2.5 Consolidated EBITDA for such period, then 25% or, if the Consolidated Total Net Borrowings is less than 2.5 times Consolidated EBITDA, zero) of the amount of Excess Cash Flow in that period (deducting from the result of such calculation the aggregate amount of voluntary and mandatory prepayments made by the Group in the relevant year) towards prepaying the Credits in accordance with Clause 11.12 (Application between Term Loan Facilities and Revolving Credit Facilities). The Group shall be entitled to retain any Excess Cash Flow not required to be prepaid for any purpose not prohibited by this Agreement.

(c) Any prepayment under this Subclause 11.6 must be made on or before the last day of the then current Term(s) of the Credits in which the annual audited

61 consolidated Accounts of JSG Funding establishing that there has been Excess Cash Flow are delivered to the Facility Agent.

11.7 Payment into a blocked account

(a) In this Clause “blocked account” means an interest bearing blocked account in the name of the Company with the Facility Agent held in London and governed by English law and charged to the Finance Parties.

(b) If the Company is required to prepay Credits on or before the last day of the current Term(s) for those Credits and the aggregate amount of such prepayments exceeds €20,000,000, the Company must promptly ensure that an amount equal to such excess is deposited in a blocked account. The Company may retain amounts that it is required to apply to prepay Credits up to €20,000,000 until such amounts are applied to make the prepayment in accordance with the terms hereof.

(c) The Company irrevocably authorises the Facility Agent to apply any amount deposited with it under paragraph (b) towards prepayment of the Credits on the last day of the relevant Term(s) or earlier if the Company so directs.

(d) Amounts standing to the credit of a blocked account may only be used to prepay Credits or (at the discretion of the Majority Lenders) any other amounts due and payable (but unpaid) under the Senior Finance Documents.

11.8 Voluntary prepayment

(a) The Company may, by giving not less than three Business Days’ prior notice to the Facility Agent, prepay (or procure prepayment of) any Credit at any time in whole or in part without premium or penalty but subject, if applicable, to payment of Break Costs.

(b) A voluntary prepayment of part of a Credit must be in a minimum amount of €1,000,000 and an integral multiple of €500,000.

11.9 Automatic cancellation

The undrawn Commitments of each Lender under each Facility will be automatically cancelled at the close of business in London on the last day of the Availability Period for that Facility.

11.10 Voluntary cancellation

(a) The Company may, by giving not less than five Business Days’ prior notice to the Facility Agent, cancel the unutilised amount of the Total Revolving Credit Commitments in whole or in part.

(b) Partial cancellation of Total Revolving Credit Commitments pursuant to this Clause must be in a minimum amount of €1,000,000 and an integral multiple of €500,000.

62 (c) Any cancellation in part of Total Revolving Credit Commitments pursuant to this Clause will be applied against the relevant Commitment of each Lender pro rata.

11.11 Involuntary prepayment and cancellation

(a) Subject to the Borrower’s right to replace such Lender pursuant to Clause 17.2(a)(iii) (Replacement of Lender), if an Obligor is, or will be, required to pay to a Lender any amount under Subclauses 15.1 (Grossing-up for Taxes), 15.2 (Tax Indemnity) or 16.1 (Increased Costs), the Company may, while the requirement continues, give notice to the Facility Agent requesting prepayment and/or cancellation in respect of the Credits and/or Commitments of that Lender.

(b) After notification under paragraph (a) above:

(i) each Borrower must repay or prepay that Lender’s share in each Credit utilised by it on the date specified in paragraph (c) below; and

(ii) the Commitments of that Lender will be immediately cancelled.

(c) The date for repayment or prepayment of a Lender’s share in a Credit will be the last day of the current Term for that Credit or, if earlier, the date specified by the Company in its notification.

11.12 Application between Term Loan Facilities and Revolving Credit Facilities

(a) Subject to Clause 11.12(b) below, any amount to be applied in permanent prepayment of Credits pursuant to Clauses 11.4 (Mandatory prepayment - disposals, insurance, warranty and report claims) and 11.6 (Mandatory prepayment - Excess Cash Flow) shall be applied as follows:

(i) first, either (at the Company’s discretion) (x) in prepayment of the next 4 consecutive Repayment Instalments of the A1 Term Loans and the A2 Term Loans and the Restructuring A Loans (if applicable), in such order of maturity as the Company selects, and then in prepayment of A1 Term Loans, A2 Term Loans, B1 Term Loans, B2 Term Loans, C1 Term Loans, C2 Term Loans, and, if the prepayment is on or after the Restructuring Loan Facility Conversion Date, Restructuring A Loans, Restructuring B Loans and Restructuring C Loans pro rata and against the relevant Repayment Instalments thereof pro rata or (y) in prepayment of the A1 Term Loans and A2 Term Loans, B1 Term Loans and B2 Term Loans and C1 Term Loans and C2 Term Loans and, if the prepayment is on or after the Restructuring Loan Facility Conversion Date, Restructuring A Loans, Restructuring B Loans and Restructuring C Loans pro rata and against the relevant Repayment Instalments pro rata;

(ii) second, if the prepayment is prior to the Restructuring Loan Facility Conversion Date and following repayment in full of the A1 Term Loans and A2 Term Loans, B1 Term Loans and B2 Term Loans or C1

63 Term Loans and C2 Term Loans in repayment of the Restructuring Loans pro rata and against the relevant Repayment Instalments pro rata;

(iii) third, in prepayment of Revolving Credit Loans; and

(iv) fourth, in prepayment of Documentary Credits issued under the Revolving Credit Facility.

(b) In relation to any prepayment to be made out of the Net Proceeds of a Synergies Disposal or Required Regulatory Disposal pursuant to Clause 11.4 (Mandatory prepayment - disposals, insurance, warranty and report claims) or a Permitted Receivables Securitisation pursuant to Clause 11.5 (Mandatory prepayment – Permitted Securitisation) such prepayment shall be applied as follows:

(i) first, in prepayment of the next four consecutive Repayment Instalments of the A1 Term Loans, A2 Term Loans and the Restructuring A Loans (if applicable) or if insufficient such amounts as the Borrower directs;

(ii) second, 50% of the remaining proceeds in prepayment of 50% of the successive Repayment Instalments of the A1 Term Loans, A2 Term Loans and the Restructuring A Loans (if applicable) and in order of maturity thereof;

(iii) third, in prepayment of A1 Term Loans, A2 Term Loans, B1 Term Loans, B2 Term Loans, C1 Term Loans and C2 Term Loans and, if the prepayment is on or after the Restructuring Loan Facility Conversion Date, Restructuring A Loans, Restructuring B Loans and Restructuring C Loans pro rata and against the relevant Repayment Instalments pro rata;

(iv) fourth, the remaining proceeds in prepayment in accordance with Clause 11.12(a)(ii), (iii) and (iv) in the order of prepayment set out in such Clause.

(c) Lenders having a participation in the B1 Term Loans and B2 Term Loans or C1 Term Loans and C2 Term Loans (and/or, after the Restructuring Loan Facility Conversion Date, the Restructuring B Loans and/or the Restructuring C Loans) shall be entitled, to the extent any A1 Term Loans, A2 Term Loans or Restructuring A Loans is outstanding, to decline to accept the partial prepayment of their participation in any or all such Loans by giving written notice to the Company and the Facility Agent promptly upon receiving notification of the proposed prepayment (and in any event on or before the day 2 Business Days, prior to the date of such prepayment, or such other time as the Facility Agent may specify) and the amounts which would otherwise have been prepaid to such Lenders in respect of such participations in such Loans shall instead be applied in or towards prepayment of the other Lenders participations in the B1 Term Loans, B2 Term Loans, C1 Term Loans and C2 Term Loans (and after the Restructuring Loan Facility Conversion Date, the

64 Restructuring B Loans or Restructuring C Loans) pro rata (subject to such Lenders right to refuse prepayment) and next in or towards prepayment of the A1 Term Loans, A2 Term Loans and, if the prepayment is on or after the Restructuring Loan Facility Conversion Date, the Restructuring A Loans pro rata and against the relevant Repayment Instalments thereof pro rata and thereafter to the extent of any excess in prepayment of the B1 Term Loans, B2 Term Loans, C1 Term Loans and C2 Term Loans (and after the Restructuring Loan Facility Conversion Date, the Restructuring B Loans or Restructuring C Loans) pro rata.

(d) Where there is a mandatory or involuntary prepayment of a Revolving Credit Loan or a Documentary Credit issued under the Revolving Credit Facility, the relevant Revolving Credit Commitments will, at the same time, be reduced by the same amount.

(e) If there is no Revolving Credit Loan or (in any case concerning the Revolving Credit Facility) Documentary Credit to be prepaid, the relevant Revolving Credit Commitment will be reduced by the amount which would have been required to be applied in prepayment of the Revolving Credit Loans or Documentary Credits had they been outstanding at that time.

(f) A1 Term Loans, B1 Term Loans and C1 Term Loans may only be repaid and prepaid pro rata with any repayment or prepayment of the A2 Term Loans, B2 Term Loans and C2 Term Loans, respectively, and the A1 Term Loan Facility, B1 Term Loan Facility and C1 Term Loan Facility may only be cancelled pro rata with any cancellation of the A2 Term Loan Facility, B2 Term Loan Facility and C2 Term Loan Facility, respectively, and vice versa.

11.13 Application of Voluntary Prepayments

A prepayment pursuant to Clause 11.8 (Voluntary prepayment) will be applied against the Credits and the Repayment Installments thereof at the Company’s sole discretion. Lenders having a participation in the B1 Term Loans and B2 Term Loans and/or C1 Term Loans and C2 Term Loans and/or the Restructuring B Loans and/or the Restructuring C Loans shall be entitled, to the extent any A1 Term Loan, A2 Term Loans or Restructuring A Loans are outstanding, to decline to accept the partial prepayment of their participation in any or all such Loans by giving written notice to the Company and the Facility Agent promptly upon receiving notification of the proposed prepayment (and in any event on or before the day 2 Business Days, prior to the date of such prepayment, or such other time as the Facility Agent may specify) and the amounts which would otherwise have been prepaid to such Lenders in respect of such Loans may instead at the Company’s election be applied in or towards prepayment of other Lenders participations in the B1 Term Loans, B2 Term Loans, C1 Term Loans, C2 Term Loans, Restructuring B Loans, Restructuring C Loans (subject to such Lenders right to refuse prepayment) and thereafter in or towards prepayment of the A1 Term Loans, A2 Term Loans and the Restructuring A Loans.

11.14 Re-borrowing of Loans

(a) Any voluntary prepayment of a Revolving Credit Loan may be re-borrowed on the terms of this Agreement. Any mandatory or involuntary prepayment of a Revolving Credit Loan may not be re-borrowed.

(b) No amount of a Term Loan or a Restructuring Loan prepaid under this Agreement may subsequently be re-

borrowed.

11.15 Danish Financial Assistance

Any prepayments required under Clauses 11.3 (IPO), 11.4 (Mandatory prepayment - disposals, insurance, warranty and report claims) or 11.6 (Mandatory prepayment - Excess Cash Flow) from Obligors incorporated in Denmark (the “Danish Obligors”) or to be paid with funds borrowed from Danish Obligors as well as any application of such prepayments under Clause 11.12 (Application between Term Facilities and Revolving Credit Facilities) shall be limited if and to the extent that (i) the prepayment or the borrowing or the application would constitute unlawful financial assistance within the meaning of the limitation of the Danish guarantees as set forth in Part IX of Schedule 12, or (ii) such proceeds received or recovered by the Danish Obligors cannot be transferred from the relevant Danish Obligor without that Danish Obligor being in breach of any law.

11.16 Miscellaneous provisions

(a) Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Credits and Commitments. The Facility Agent must notify the Lenders promptly of receipt of any such notice.

(b) All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Break Costs (if any) which shall be paid on the date of prepayment.

(c) The Majority Lenders may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation.

(d) No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

(e) No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

12. INTEREST

12.1 Calculation of interest

The rate of interest on each Loan for each Term is the percentage rate per annum equal to the aggregate of the applicable:

(a) Margin;

66 (b) EURIBOR in the case of a Loan denominated in the Base Currency, XXXXXX in the case of a Loan denominated in Swedish Kronor and LIBOR in the case of any Loan denominated in any other Optional Currency; and

(c) Mandatory Cost.

12.2 Payment of interest

Except where it is provided to the contrary in this Agreement, each Borrower must pay accrued interest on each Loan made to it on the last day of each Term and also, if the Term is longer than six months, on the dates falling at six-monthly intervals after the first day of that Term.

12.3 Margin adjustments

(a) The Parent must supply to the Facility Agent a Margin Certificate within 45 days of the end of each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary of the First Drawdown Date.

(b) A Margin Certificate must be signed by two authorised signatories of the Parent, one of whom must be the Chief Financial Officer.

(c) Subject to paragraphs (d) and (e) below, the Margin in respect of any A1 Term Loan, A2 Term Loan, Revolving Credit Loan and Restructuring A Loan (on or after the Restructuring Loan Facility Conversion Date) and the B1 Term Loan, B2 Term Loan and the Restructuring B Loan will be adjusted as set out in Column 2 and Column 3, respectively, of the table below on the date 5 Business Days after delivery to the Facility Agent of the relevant Margin Certificate and will be determined by reference to the table below and the information set out in the relevant

Margin Certificate:

Column 1 Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA	Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan (per cent. per annum)	Column 3 Margin for B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum)
Greater than 4.00:1.00	2.25	2.75
4.00:1.00 or less, but more than 3.50:1.00	2.00	2.50
3.50:1.00 or less, but more than 3.00:1.00	1.75	2.25
3.00:1.00 or less, but more than 2.50:1.00	1.50	2.25
2.50:1.00 or less	1.25	2.25

(d) For so long as:

(i) the Parent is in default of its obligation under this Agreement to provide a Margin Certificate; or

67 (ii) an Event of Default is outstanding,

the applicable Margin for each Facility will be the highest applicable rate for that Facility set out in the table in paragraph (c).

(e) If the Margin in respect of any Loan has been reduced under Subclause (c) of this Clause 12.3 but the management Accounts (or audited Accounts) for the periods ended with the last day of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which the reduction was made do not confirm the basis for the reduction, the reduction will be reversed with retrospective effect. In this event the Margin will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest has been paid by a Borrower on the basis of the Margin Certificate, that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which would have been paid to the Lenders if the Margin had been calculated by reference to the relevant management Accounts (or audited Accounts).

(f) The Company and the Facility Agent (acting on the instructions of the Majority Lenders) agree to negotiate in good faith to amend the table in Subclause (c) of this Clause 12.3 to increase the amount of the step-down in each applicable Margin and/or to increase the frequency of such step downs and/or to amend the ratios in column 1 in a manner favourable to the Group following an IPO.

12.4 Interest on overdue amounts

(a) If an Obligor fails to pay any amount payable by it under the Senior Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

(b) Interest on an overdue amount is payable at a rate determined by the Facility Agent to be one per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan having the same designation and in the same currency as the Loan or Facility to which the overdue amount is in the reasonable opinion of the Facility Agent referable. For this purpose, the Facility Agent (acting reasonably) may:

(i) select successive Terms of any duration of up to three months; and

(ii) determine the appropriate Rate Fixing Day for that Term.

(c) Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable prior to the last day of its current Term, then:

(i) the first Term for that overdue amount will be the unexpired portion of that Term; and

68 (ii) the rate of interest on the overdue amount for that first Term will be one per cent. per annum above the rate then payable on that Loan.

After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (b) above.

(d) Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and payable.

12.5 Notification of rates of interest

The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

13. TERMS

13.1 Selection - Term Loans

(a) Each Term Loan and Restructuring Loan has successive Terms.

(b) A Borrower must select the first Term for a Term Loan and Restructuring Loan in the relevant Request and each subsequent Term in an irrevocable notice received by the Facility Agent not later than 11.00 a.m. one Business Day before the Rate Fixing Day for that Term. Each Term for a Term Loan and Restructuring Loan will start on its Utilisation Date or on the expiry of its preceding Term.

(c) If a Borrower fails to select a Term for an outstanding Term Loan and Restructuring Loan under paragraph (b) above, that Term will, subject to the other provisions of this Clause, be three months.

(d) Subject to the following provisions of this Clause, each Term for a Term Loan and a Restructuring Loan will be one, two, three or six months or any other period shorter than six months agreed by the Company and the Facility Agent or any other period agreed by the Company and the Lenders.

(e) Until the date which is the earlier of six months after the First Drawdown Date and the Syndication Date, the duration of each Term shall be one month or such other period (not exceeding six months) as may be agreed between the Company and the Facility Agent.

13.2 Selection - Revolving Credit Loans

(a) Each Revolving Credit Loan has one Term only.

(b) A Borrower must select the Term for a Revolving Credit Loan in the relevant Request.

(c) Subject to the following provisions of this Clause, each Term for a Revolving Credit Loan will be one, two, three or six months or any other period shorter

69 than six months agreed by the Company and the Facility Agent or any other period agreed by the Company and the Lenders.

(d) Until the date which is the earlier of six months after the First Drawdown Date and the Syndication Date, the duration of each Term shall be one month or such other period (not exceeding six months) as may be agreed between the Company and the Facility Agent.

13.3 Consolidation - Term Loans and Restructuring Loans

Unless otherwise agreed between the Company and the Facility Agent, a Term for a Term Loan and a Restructuring Loan will end on the same day as the current Term for any other Term Loan and Restructuring Loan denominated in the same currency as that Term Loan or Restructuring Loan and borrowed by that Borrower under the same Facility. On the last day of those Terms, those Term Loans and Restructuring Loans will be consolidated and treated as one Term Loan or Restructuring Loan.

13.4 Coincidence with Repayment Instalment dates

(a) A Borrower may select any Term of less than six months for a Term Loan or a Restructuring Loan (and may re-designate any Term Loan or Restructuring Loan as two Term Loans or Restructuring Loans) to ensure that the aggregate amount of the Term Loans and Restructuring Loans under a Facility with a Term ending on a date for repayment of a Repayment Instalment relating to that Facility is not less than such Repayment Instalment.

(b) If a Borrower fails to make a selection in the circumstances envisaged in paragraph (a) above, the Facility Agent may prior to the Rate Fixing Day for the relevant Term shorten any Term for a Term Loan or a Restructuring Loan (and may designate any Term Loan or a Restructuring Loan as two Term Loans or Restructuring Loans) to achieve the same end.

13.5 No overrunning the Final Maturity Date

If a Term for any Term Loan or Restructuring Loan would otherwise extend beyond the date for the payment of the last Repayment Instalment for that Term Loan or Restructuring Loan, it will be shortened so that it ends on such last date.

13.6 Other adjustments

The Facility Agent and the Company may enter into such other arrangements as they may agree for the adjustment of Terms and the consolidation and/or splitting of Loans, provided that no Term in excess of six months may be agreed by the Facility Agent without the prior agreement of all the Lenders.

13.7 Notification

The Facility Agent must notify the relevant Borrower and the Lenders of the duration of each Term promptly after ascertaining its duration.

14. MARKET DISRUPTION

14.1 Failure of a Reference Bank to supply a rate

If IBOR is to be calculated by reference to the Reference Banks but a Reference Bank does not supply a rate by 12.00 noon (local time) on a Rate Fixing Day, the applicable IBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference Banks.

14.2 Market disruption

(a) In this Clause, each of the following events is a “market disruption event”:

(i) IBOR is to be calculated by reference to the Reference Banks but no, or only one, Reference Bank supplies a rate by 12.00 noon (local time) on the Rate Fixing Day; or

(ii) the Facility Agent receives by close of business on the Rate Fixing Day notification from Lenders whose shares in the relevant Loan exceed 35 per cent. of that Loan that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of IBOR for the relevant Term.

(b) The Facility Agent must promptly notify the Company and the Lenders of a market disruption event.

(c) After notification under paragraph (b) above, the rate of interest on each Lender’s share in the affected Loan for the relevant Term will be the aggregate of the applicable:

(i) Margin;

(ii) rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its share in that Loan from whatever source it may reasonably select; and

(iii) Mandatory Cost.

14.3 Alternative basis of interest or funding

(a) If a market disruption event occurs and the Facility Agent or the Company so requires, the Company and the Facility Agent must enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the affected Loan and any future Loan.

(b) Any alternative basis agreed will be, with the prior consent of all the Lenders, binding on all the Parties.

71

15. TAXES

15.1 Grossing-up for Taxes

(a) If at any time an Obligor is required by law to make any deduction or withholding in respect of Taxes from any

payment due under any of the Senior Finance Documents for the account of any Finance Party (or if the Facility Agent, or as the case may be, the Security Agent is required to make any such deduction or withholding from a payment to a Finance Party), the sum due from the Obligor in respect of such payment shall, subject to Subclause 15.3 (Qualifying Lenders), be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Finance Party receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.

(b) Such Obligor shall indemnify each Finance Party against any losses or costs incurred by any of them by reason of any failure of the Obligor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment (provided that such indemnity does not entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under the indemnity and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount).

(c) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it.

(d) The Obligor shall promptly deliver to the Facility Agent any receipts, certificates or other reasonable proof evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding.

15.2 Tax Indemnity

(a) An Obligor shall, within 10 Business Days of demand by the Facility Agent, pay to a Finance Party which is or will be subject to any liability, or required by law to make any payment, for or on account of Taxes in relation to a sum received or receivable (or any sum received or receivable in connection with the Senior Finance Documents), an amount equal to the Tax which that Finance Party will or has (directly or indirectly) suffered for or on account of such sum (excluding in all cases amounts with respect to a Tax assessed on a Finance Party (a) under the law of the jurisdiction in which that Finance Party is incorporated and the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for Tax purposes or (b) under the law of the jurisdiction in which that Finance Party’s Facility Office is located, if in either case that Tax is imposed on or calculated by reference to the net income,

72 profits or gains received or receivable by that Finance Party, however any amount deemed to be received or receivable under applicable law but that is not actually received by the Finance Party either through the receipt of any payment, credit, refund or other offset of Taxes will not be treated as net income received or receivable for this purpose) or (c) to the extent Subclause 15.1(a) (Grossing-up for Taxes) applies to such Tax (or would so apply but for the application of Subclause 15.3 (Qualifying Lenders)).

(b) If the Obligor reasonably believes that such Taxes were not correctly or legally asserted, such Finance Party will use reasonable efforts to co-operate with the Obligor to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it.

(c) Nothing in this Subclause 15.2 shall entitle any Finance Party to receive any amount which has not been demanded within 6 months of the first day on which both (i) the Finance Party has the right to claim such amount under this Subclause 15.2 and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to claim such amount and that such circumstances give a right to claim such amount under this Agreement.

15.3 Qualifying Lenders

If it has not done so already, on the date it becomes a Lender each Lender agrees to notify the Facility Agent and the Company if it is not a Qualifying Lender (in relation to an Obligor to which it makes a Facility available under this Agreement) and thereafter will promptly notify the Facility Agent and the Company if it ceases to be a Qualifying Lender (in relation to that Facility). If any Lender is not or ceases to be a Qualifying Lender, then (save in circumstances where such Lender ceases to be a Qualifying Lender by reason of any change in law, regulation or double taxation treaty or in its application or interpretation, in each case taking effect after the date of this Agreement or the date such Lender becomes a party to this Agreement, if later) any Obligor tax resident in Ireland shall not be liable to pay to that Lender under Subclauses 15.1 (Grossing-up for Taxes) or 15.2 (Tax Indemnity) any sum in excess of the sum it would have been obliged to pay if that Lender had been, or had not ceased to be, a Qualifying Lender. For the purposes of this Subclause 15.3, “Qualifying Lender” means, in respect of a payment made by an Obligor tax resident in Ireland only, a person that is, at the date hereof (or in the case of a transferee at the date of transfer) either:

(a) (i) the holder of a licence for the time being in force granted under section 9 of the Irish Central Bank 1971 or an authorised credit institution under the terms of EU Council Directive 2000/12/EC of 20 March 2000 which has duly established a branch in Ireland or has made all necessary notifications to its home state competent authorities required there under in relation to its intention to carry on banking business in Ireland; and

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(ii) recognised by the Irish Revenue Commissioners as carrying on a bona fide banking business in the Republic of Ireland for the purposes of section 246(3)(a) of the Irish Taxes Consolidation Xxx 0000; and

(iii) its Facilities Office is located in the Republic of Ireland; or

(b) where interest payable in respect of the Facilities is paid in the ordinary course of a trade or business carried on by an Obligor:

(i) a body corporate tax resident in a member state of the European Communities (other than Ireland) or in a territory with which Ireland has concluded a double tax treaty that is in effect (residence of a body corporate for these purposes to be determined in accordance with the laws of the territory of which the lender claims to be resident); or

(ii) a U.S. corporation, provided the U.S. corporation is incorporated in the U.S. and subject to tax in the U.S. on its worldwide income; or

(iii) a U.S. LLC, provided the ultimate recipients of the interest are companies resident in and under the laws of a country with which Ireland has a double tax treaty or registered in and under the laws of a member state of the European Communities (other than Ireland) and the business conducted through the LLC is so structured for market reasons and not for tax avoidance purposes; and

provided in each case at (i), (ii) and (iii) above, the Lender is not carrying on a trade or business in Ireland through an agency or branch with which the interest paid on the Facilities is connected; or

(c) (i) resident in a country with which the Republic of Ireland has a double taxation treaty that is in effect and such treaty provides that any Obligor which is resident in the Republic of Ireland for taxation purposes is entitled to make payments of interest on any advances in which it has an interest to a person that is a resident of that territory for the purposes of that treaty without any deduction or withholding in respect of Taxes; and

(ii) entitled to the benefits of such treaty for interest payable in respect of the Facilities; and

(iii) prior to the first interest date on which any interest on any of the Loans in which it has an interest is payable, has made all requisite filings with the appropriate authorities in order to obtain relief under such treaty (or would have done so but for any act or omission by an Obligor); or

(d) a company which is tax resident in Ireland or which carries on a trade in Ireland through a branch or agency:

(i) which advances money under this Agreement in the ordinary course of a trade which includes the lending of money; and

74 (ii) in whose hands any interest payable in respect of the Facilities is taken into account in computing the trading income of the company; and

(iii) which has complied with all of the provisions of Section 246(5)(a) of the Irish Taxes Consolidation Act, 1997 including making the appropriate notifications thereunder to the Irish Revenue Authority and the relevant Obligor has not ceased to be a company to which Section 246(5)(a) applies; or

(e) a qualifying company within the meaning of Section 110 of the Irish Taxes Consolidation Xxx 0000, as amended.

15.4 Stamp taxes

The Company must pay and indemnify each Finance Party against any stamp duty, registration or other similar Tax payable by or on behalf of any Finance Party in connection with the entry into, performance or enforcement of any Senior Finance Document, except for any such Tax payable in connection with the entry into of a Transfer Certificate.

15.5 Value added taxes

(a) Any amount (including costs and expenses) payable under a Senior Finance Document by an Obligor is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, the Obligor must pay to the Finance Party (in addition to and at the same time as paying that amount) an amount equal to the amount of that Tax.

(b) Where a Senior Finance Document requires an Obligor to reimburse a Finance Party for any costs or expenses, that Obligor shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment of the VAT.

(c) The obligation of any Obligor under paragraph (a) above will be reduced to the extent that the Finance Party is entitled to repayment or a credit in respect of the relevant Tax.

15.6 Tax Confirmation for German Thin Capitalisation Purposes

(a) For the purposes of providing evidence to the German tax authorities of the absence of any detrimental recourse situation in connection with the tax guidelines issued by the German Federal Ministry of Finance (Bundesfinanzministerium) on 15 July 2004 (IV A2 – S2742a – 20/04) and on 22 July 2005 (IV B7 – S2742a – 31/05) (together, the “Decree”) in relation to section 8 a of the German Corporation Tax Act (“KStG”, Körperschaftssteuergesetz), the Security Agent agrees, subject to compliance by the Obligors with the provisions of paragraphs b) and f) below, to deliver to the Parent on behalf of each Borrower being subject to German income tax (each a “German Borrower”) no later than 40 Business Days after:

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(i) the Closing Date,

(ii) the date of each accession of a German Borrower to this Agreement as Acceding Borrower pursuant to Clause 23.33 (Additional Obligors), and

(iii) the date of any amendment to this Agreement or any Security Document which has a material adverse impact on the tax position of the Group pursuant to section 8a of the KStG as referred to above,

a completed bank certificate (the “Bank Certificate”) in the form set out in the sample confirmation attached to the letter (Bescheinigung im Sinne der Rdnr. 5 des BMF-Schreibens vom 22. Juli 2005) (BStBl. I 2005, S. 829) issued by the German Federal Ministry of Finance (Bundesministerium für Finanzen) on 20 October 2005 (the “Sample”). For purposes of enabling the Security Agent to issue the Bank Certificate, the Parent will provide the Security Agent with a list of guarantees, security interests and restrictions as required in the Sample on (x) the Closing Date, (y) the date of accession of a German Borrower and (z) the date of any amendment to this Agreement or any Security Document as set out under paragraph (iii) above.

(b) Each Obligor undertakes to inform the Security Agent without undue delay if it becomes aware of any incorrectness or incompleteness of a Bank Certificate given or to be given from time to time by the Security Agent pursuant to paragraph a) above.

(c) The delivery of a Bank Certificate shall not prejudice the rights of the Security Agent or the Lenders under this Agreement or any other Senior Finance Document. In the event of any inconsistencies between the terms of a Bank Certificate and the terms of an individual Security Document, the terms of the relevant Security Document shall prevail. A Bank Certificate shall under no circumstances constitute a waiver or release of any Security Interest.

(d) Each Obligor confirms to the Security Agent and each Lender that:

(i) each Bank Certificate is given by the Security Agent for the purpose of delivery to the competent tax authorities of the German Borrowers to assist the German Borrowers in the administration of their tax affairs and not for any other purpose,

(ii) the Security Agent and the Lenders are not responsible for examining the Obligors’ tax position and that the Bank Certificates do not guarantee the achievement of a specific result or conclusion for tax purposes,

(iii) each Bank Certificate is addressed to and is solely for the benefit of the German Borrowers in relation to this Agreement, and

(iv) no Bank Certificate creates third party rights of any kind.

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(e) It is the common understanding of the Parties that no Party is providing any legal and/or tax advice to any other Party with respect to this Agreement, in particular with respect to the application of section 8 a of the German Corporation Tax Act (Körperschaftssteuergesetz) and the interpretation of the Decree, and that it is the responsibility of each Party, in particular each Obligor, to consult its own legal and tax advisers.

(f) Any costs and expenses incurred by the Security Agent or any Lender in connection with the provision of a Bank Certificate will be borne by the Obligors. Neither the Security Agent nor any Lender shall be liable as a result of the delivery of a Bank Certificate. Each Obligor agrees to indemnify the Security Agent and each Lender with respect to any potential claims that might be made against the Security Agent or any Lender with respect to any Bank Certificate by any third party. No Obligor will raise any claims against the Security Agent or any Lender based on, or in connection with, a (correct/complete or incorrect/incomplete) Bank Certificate.

(g) For the avoidance of doubt:

(i) none of the Security Agent nor any Lender shall be obliged to disclose to any other person any confidential information regarding its business or any other information relating to its tax affairs or tax computations (including, without limitation, its tax returns or its calculations) as a result of the operation of this Clause 15.6;

(ii) none of the Security Agent nor any Lender shall be obliged to deliver any information or make any statements pursuant to this Clause 15.6 if by doing so it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law); and

(iii) each German Borrower may disclose the existence and contents of a Bank Certificate to its professional advisers, its Affiliates, as required by applicable law or regulation and to any tax, regulatory or other governmental authority asserting jurisdiction over it.

(h) Each Obligor acknowledges that the Security Agent may only deliver a Bank Certificate if and to the extent any Obligor has released the Security Agent from its general obligation to maintain confidentiality.

16. INCREASED COSTS

16.1 Increased costs

If the result of any change occurring after the date of this Agreement or if later after the date on which a Finance Party becomes a party hereto, in or in the interpretation or application of, or the introduction of, any law or any regulation (whether or not having the force of law, but, if not having such force, with which banks or financial institutions customarily comply), including (without limitation) those relating to taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits, is to:

(a) subject any Finance Party to Taxes or change in the basis of taxation of any Finance Party with respect to any payment under this Agreement (other than Taxes (a) under the law of the jurisdiction in which that Finance Party is incorporated and the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for Tax purposes or (b) under the law of the jurisdiction in which that Finance Party’s Facility Office is located, if in either case that Tax is imposed on or calculated by reference to the net income, profits or gains received or receivable by that Finance Party, however any amount deemed to be received or receivable under applicable Tax law but that is not actually received by the Finance Party either through the receipt of any payment, credit, refund or other offset of Taxes, will not be treated as net income received or receivable for this purpose (such excluded Taxes being “Excluded Taxes”)); and/or

(b) increase the cost to, or impose an additional cost on, any Finance Party or its holding company in making or keeping available all or part of such Finance Party’s Commitments under this Agreement or maintaining or funding all or part of such Finance Party’s contributions to Credits (in each case, other than to the extent attributable to Excluded Taxes); and/or

(c) reduce the amount payable or the effective return to any Finance Party under the Senior Finance Documents (in each case, other than to the extent attributable to Excluded Taxes); and/or

(d) reduce any Finance Party’s or its holding company’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to such Finance Party’s obligations under the Senior Finance Documents (in each case, other than to the extent attributable to Excluded Taxes); and/or

(e) require any Finance Party or its holding company to make a payment or forgo a return calculated by reference to or on any amount received or receivable by such Finance Party under the Senior Finance Documents (in each case, other than to the extent attributable to Excluded Taxes); and/or

(f) require any Finance Party or its holding company to incur or sustain a loss (including a loss of profits) by reason of being obliged to deduct all or part of such Finance Party’s Commitments under the Senior Finance Documents or contributions to Credits from its capital for regulatory purposes,

then and in each such case:

(i) such Finance Party shall notify the Company through the Facility Agent in writing of such event promptly upon its becoming aware of the same, including reasonable detail of the causes giving rise to such increased costs and the calculation thereof (but not to the extent that such detail would require disclosure of any matters which such Finance Party or its holding company regards as confidential); and

(ii) subject to the Company’s right to replace a Lender pursuant to Clause 17.2(a)(iii) (Replacement of Lender), the Company shall pay

78 (or procure that the relevant Obligor pays) within five Business Days of demand, made at any time whether or not such Finance Party’s participation in the Credits has been repaid, to the Facility Agent for the account of such Finance Party the amount which such Finance Party specifies (in a certificate setting forth the basis of the computation of such amount, but not including any matters which such Finance Party or its holding company regards as confidential) is required to compensate such Finance Party and/or its holding company for such liability to Taxes, increased or additional cost, reduction, payment, forgone return or loss.

For the purposes of this Subclause 16.1 each Finance Party may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class thereof) on such basis as it considers appropriate.

For the purposes of this Subclause 16.1 “holding company” means, in relation to a Finance Party, the company or entity (if any) within the consolidated supervision of which such Finance Party is included.

16.2 Exceptions to increased costs

Nothing in Subclause 16.1 (Increased costs) shall entitle any Finance Party to receive any amount in respect of compensation for any such liability to Taxes, increased or additional cost, reduction, payment, forgone, return or loss to the extent that the same:

(a) is taken into account in calculating the Mandatory Cost; or

(b) is already the subject of an additional payment under Subclauses 15.1 (Grossing-up for Taxes) or 15.2 (Tax Indemnity) (or would have been subject to an additional payment but for the application of Subclause 15.3 (Qualifying Lenders)); or

(c) has not been demanded within six months of the first day on which both (i) the Finance Party has the right to claim such compensation under Subclause 16.1 (Increased Costs) and (ii) the officers of such Finance Party involved in the administration of its participation in the Facilities are aware of the circumstances giving rise to the right to such compensation and that such circumstances give a right to claim such compensation under this Agreement; or

(d) is attributable to the breach by any such Finance Party or its holding company of any law or regulation, unless such law or regulation was introduced or changed or the interpretation or application of such law or regulation changed after the date of this Agreement.

A Finance Party shall at the request of the Parent take all reasonable steps to mitigate any circumstances which arise and which result in or would result in any amount being payable under Subclause 16.1 (Increased Costs), and the Obligors shall indemnify each Finance Party on demand for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken pursuant to such request.

A Finance Party need not take any steps if, in the opinion of that Finance Party, acting reasonably, to do so may be materially prejudicial to it.

17. MITIGATION AND CONDUCT OF BUSINESS

17.1 Claw-back of Tax benefit

(a) If, following any such deduction or withholding or indemnity payment as is referred to in Subclauses 15.1 (Grossing-up for Taxes), 15.2 (Tax Indemnity) or 16.1 (Increased costs), any Finance Party (with respect to such deduction or withholding or indemnity payment) shall receive or be granted a refund or credit against or remission for any Taxes payable by it, such Finance Party shall, subject to the relevant Obligor having made any increased payment in accordance with Subclauses 15.1 (Grossing-up for Taxes), 15.2 (Tax Indemnity) or 16.1 (Increased costs) and to the extent that such Finance Party can do so without prejudicing the retention of the amount of such refund or credit or remission and without prejudice to the right of such Finance Party to obtain any other material relief or allowance which may be available to it, reimburse the relevant Obligor with such amount as such Finance Party shall in its absolute discretion certify to be the amount of such refund or credit or remission as will leave such Finance Party (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment or no indemnity payment by the relevant Obligor as aforesaid. Such reimbursement shall be made forthwith upon such Finance Party certifying that the amount of such refund or credit or remission has been received by it.

(b) No provision of this Agreement will interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit, oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim, or oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. The Company will indemnify each Finance Party on demand for any reasonable cost incurred by it in investigating whether or not a Tax credit is payable.

(c) Any Finance Party claiming any additional amount by virtue of Subclauses 15.1 (Grossing-up for Taxes), 15.2 (Tax Indemnity) or 16.1 (Increased Costs) shall use reasonable efforts (consistent with legal and regulatory restrictions) to prepare, file and deliver any certificate, document, form or other instrument reasonably requested by the Parent or to change the jurisdiction of its Facility Office if the preparation, filing and delivery of any such certificate, document, form or other instrument or the change in lending office or Facility Office would avoid the need for or reduce the amount of any such additional amounts or would avoid the circumstances giving rise to such claim to additional amounts and would not in each case, in the sole determination of such Finance Party, result in any additional costs, expenses or otherwise be disadvantageous to it. The Company will procure that each Obligor co-operates in a timely fashion with each Finance Party in providing any necessary information to enable such Finance Party to complete or file any such certificate, document, form or other instrument.

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17.2 Replacement of Lender

(a) If at any time:

(i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or

(ii) any Lender becomes a Non-Funding Lender (as defined in paragraph (d) below); or

(iii) an Obligor becomes obliged to repay any amount in accordance with Subclause 11.1 (Mandatory prepayment - Illegality) or to pay additional amounts pursuant to Subclauses 15.1 (Grossing-up for Taxes), 15.2 (Tax Indemnity) or 16.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally,

then the Company may, on ten Business Days prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 31 (Changes to the Parties) all (and not part only) of its rights and obligations under this Agreement any Commitment cancelled by operation of Clause 11.1 (Mandatory prepayment –Illegality) will be deemed reinstated upon such transfer to a Lender or other entity (a “Replacement Lender”) selected by the Company, and which is acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Revolving Credit Commitment or liability under Clause 7.5(b) (Indemnities)) the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Credits and all accrued interest (and any breakage costs) and fees and other amounts payable hereunder.

(b) The replacement of a Lender pursuant to this Subclause shall be subject to the following conditions:

(i) the Company shall have no right to replace the Facility Agent or Security Agent;

(ii) neither the Facility Agent nor any Lender shall have any obligation to the Company to find a Replacement Lender or other such entity;

(iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 120 days after the date the Non-Consenting Lender notified the Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Senior Finance Documents requested by the Company; and

(iv) in no event shall the Lender replaced under this Subclause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Senior Finance Documents.

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(c) In the event that:

(i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Senior Finance Documents;

(ii) the waiver or amendment in question requires the consent of all of the Lenders or the Super-majority Lenders; and

(iii) the Majority Lenders have consented to such waiver or amendment,

then any Lender who does not agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

(d) A “Non-Funding Lender” means:

(i) any Lender which has failed to make or participate in a Credit when required to do so by this Agreement;

(ii) any Lender which has given notice to a Borrower or the Facility Agent that it does not intend to make or participate in any Credit when required to do so in accordance with the terms of this Agreement or has repudiated its obligations to do so; or

(iii) any Lender that has failed to comply with Subclause 7.5(d)(i) (Indemnities),

except where the conditions for making or participating in any Credit have not been satisfied in accordance with this Agreement.

(e) The Company’s right to replace a Non-Funding Lender pursuant to this Subclause supplements rather than replaces the other legal and equitable rights and remedies available to the Company against such Non-Funding Lender under this Agreement or otherwise.

18. PAYMENTS

18.1 Place

Unless a Senior Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Senior Finance Documents must be made to the Facility Agent to its account at such office or bank:

(a) in the principal financial centre of the country of the relevant currency; or

(b) in the case of euro, in the principal financial centre of a Participating Member State or London,

as it may notify to that Party for this purpose by not less than five Business Days’ prior notice.

18.2 Funds

Payments under the Senior Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

18.3 Distribution

(a) Each payment received by the Facility Agent under the Senior Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank:

(i) in the principal financial centre of the country of the relevant currency; or

(ii) in the case of euro, in the principal financial centre of a Participating Member State or London,

as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice.

(b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (as soon as practicable after receipt) of any amount then due and payable from that Obligor under the Senior Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

(c) Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

18.4 Currency

(a) Unless a Senior Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Senior Finance Documents is determined under this Clause.Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.

(b) A repayment or prepayment of any principal amount is payable in the currency in which that principal amount is denominated on its due date.

(c) Amounts payable in respect of costs and expenses are payable in the currency in which they are incurred.

83 (d) Each other amount payable under the Senior Finance Documents is payable in the Base Currency.

18.5 No set-off or counterclaim

All payments made by an Obligor under the Senior Finance Documents must be made without set-off or counterclaim (save to the extent provided for in Clause 10.2(c) (Repayment of Revolving Credit Loans) in relation to Revolving Credit Loans).

18.6 Business Days

(a) If a payment under the Senior Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

18.7 Partial payments

(a) If any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by the Obligors under the Senior Finance Documents, the Administrative Party must apply that payment towards the obligations of the Obligors under the Senior Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Administrative Parties under the Senior Finance Documents;

(ii) second, in or towards payment pro rata of any accrued interest or fee due but unpaid under the Senior Finance Documents;

(iii) third, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and

(iv) fourth, in or towards payment pro rata of any other sum due but unpaid under the Senior Finance Documents.

(b) The Facility Agent must, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) above.

(c) This Subclause will override any appropriation made by an Obligor.

18.8 Timing of payments

If a Senior Finance Document does not provide for when a particular payment is due, that payment will be due within three Business Days of demand by the relevant Finance Party.

18.9 Security Agent Creditor

(a) Each of the Obligors and each of the Finance Parties agree that the Security Agent shall be the joint and several creditor (together with the relevant Finance Party) of each and every payment obligation of any Obligor towards each and any of the Finance Parties under the Senior Finance Documents, and that accordingly the Security Agent will have its own independent right to demand performance by the relevant Obligor of that obligation when due (such obligations owing to the Security Agent). However, any discharge by an Obligor of any such obligation owed to either of the Security Agent or the relevant Finance Party shall, to the same extent, discharge the obligation owed by such Obligor to the other party and a Finance Party and the Security Agent shall not by virtue of this Subclause 18.9 be entitled to pursue the Obligor simultaneously for the same obligations.

(b) Without limiting or affecting the Security Agent’s rights against any Obligor (whether under this paragraph or under any other provision of the Senior Finance Documents), the Security Agent agrees with each other Finance Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint and several creditor with a Finance Party except with the consent of that Finance Party. However, nothing in the previous sentence shall limit to any extent the Security Agent’s right in whatever capacity to take any action to protect or preserve any rights under any Security Document or to enforce any Security Interest created thereby as contemplated by this Agreement and/or the relevant Security Document (or to do any act reasonably incidental to any of the foregoing).

(c) This Subclause applies except to the extent the Security Agent specifies that it shall not apply in relation to a specific Obligor or all Obligors incorporated in a particular jurisdiction.

(d) For the purposes of paragraph (a) above in conjunction with any Security Interest created under the laws of the Netherlands, the Security Agent shall qualify as a hoofdelijk crediteur.

19. GUARANTEE AND INDEMNITY

19.1 Guarantee and indemnity

Each Guarantor jointly and severally and irrevocably and unconditionally:

(a) guarantees to each Finance Party due and punctual performance by each Borrower of all its payment obligations under the Senior Finance Documents (other than the payment obligations of the Restricted Borrower under or in connection with the Restricted Term Loan Facilities);

(b) undertakes with each Finance Party that, whenever a Borrower does not pay any amount when due under any Senior Finance Document (other than any amount payable by the Restricted Borrower under or in connection with the Restricted Term Loan Facilities), it must immediately on demand by the Facility Agent pay that amount as if it were the principal obligor; and

85 (c) indemnifies each Finance Party immediately on demand against any loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount the Finance Party would otherwise have been entitled to recover.

19.2 Continuing guarantee

This Guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by any Obligor under the Senior Finance Documents (other than by the Restricted Borrower under or in connection with the Restricted Term Loan Facilities), regardless of any intermediate payment or discharge in whole or in part.

19.3 Reinstatement

(a) If any discharge (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of each Guarantor under this Clause will continue or be reinstated as if the discharge or arrangement had not occurred.

(b) Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

19.4 Waiver of defences

The obligations of each Guarantor under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any Finance Party). This includes:

(a) any time or waiver granted to, or composition with, any person;

(b) any release of any person under the terms of any composition or arrangement;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;

(d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(f) any amendment (however fundamental) of a Senior Finance Document or any other document or security; or

86 (g) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Senior Finance Document or any other document or security.

19.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person or file any proof or claim in any insolvency, administration, winding-up or liquidation proceedings relative to any other Obligor or any other person before claiming from that Guarantor under this Clause.

19.6 Appropriations

Until all amounts which may be or become payable by the Obligors under the Senior Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may, provided to do so is reasonable in the circumstances:

(a) without affecting the liability of any Guarantor under this Clause:

(i) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts (unless and until the amounts received by that Finance Party (or any trustee or agent on its behalf) from the Obligors are sufficient to discharge in full all amounts which may be or become payable by the Obligors to that Finance Party under the Senior Finance Documents); or

(ii) apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of that Guarantor’s liability under this Clause.

19.7 Non-competition

Unless:

(a) all amounts which may be or become payable by the Obligors under the Senior Finance Documents have been irrevocably paid in full; or

(b) the Facility Agent otherwise directs,

no Guarantor will, after a claim has been made or by virtue of any payment or performance by it under this Clause:

(i) exercise any right of subrogation in respect of or claim to be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf);

87 (ii) exercise or claim any right of contribution or indemnity in respect of any payment made or moneys received on account of that Guarantor’s liability under this Clause;

(iii) claim, prove or vote (or exercise any right to rank) as a creditor of any Obligor or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or

(iv) take any action to receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off (not being an automatic set-off arising by operation of law which does not result from any action or election by any Obligor) as against any Obligor (and such Guarantor waives any right it would otherwise have to receive, claim or have the benefit of any such payment, distribution or security or exercise any such right of set-off).

Each Guarantor must hold in trust for and immediately pay or transfer to the Facility Agent for the Finance Parties any payment or distribution or benefit of security received by it contrary to this Clause (or any payment under any set-off arising by operation of law) or in accordance with any directions given by the Facility Agent under this Clause.

19.8 Additional security

This Guarantee is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Finance Party.

19.9 Guarantee Limitations

(a) If and to the extent any Guarantee secures debt obligations of a Borrower being subject to German income tax, the Guarantee shall not be enforced against assets which qualify as LTIBR to the extent such assets are (i) the subject of any of the Security Documents, (ii) encumbered in favour of any of the Finance Parties pursuant to a lien based on general business terms of a Finance Party, (iii) the subject of a disposal restriction (Verfügungsbeschränkung) in favour of any Finance Party or (iv) enforced pursuant to a submission to immediate foreclosure in favour of any of the Finance Parties (Unterwerfung unter die sofortige Zwangsvollstreckung).

(b) The liability of each Guarantor under this Clause 19 shall also be limited to the extent of the limitations (if any) set out in Schedule 12 (Guarantee Limitations) or in the Accession Deed executed by the relevant Guarantor.

20. REPRESENTATIONS

20.1 Representations

The representations set out in this Clause are made by each Obligor or (if so stated) the Parent and the Company to each Finance Party.

20.2 Status*(1)

(a) It and each of its Subsidiaries which is a Material Group Member is a limited liability company (except, in the case of the Company which is an unlimited liability company), duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

(b) It and each of its Subsidiaries which is a Material Group Member has the power to own its assets and carry on its business as it is being and will be conducted.

20.3 Powers and authority*

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.

20.4 Legal validity*

(a) Each Transaction Document to which it is a party is its legally binding, valid and, subject to the Reservations, enforceable obligation.

(b) Each Security Document to which it is a party creates the Security Interests which that Security Document purports to create (subject in the case of enforceability of such Security Interests to the Reservations).

20.5 Non-conflict*

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is party do not conflict with:

(a) any law or regulation applicable to it, to the extent they are likely to have a Material Adverse Effect; or

(b) its or any of its Subsidiaries’ constitutional documents in any material respect; or

(c) any agreement or instrument which is binding upon it or any of its Subsidiaries or any of its or its Subsidiaries’ assets or constitute a default or termination event (however described) under any such agreement or instrument, in each case to an extent or in a manner which would have a Material Adverse Effect.

20.6 No Default

(a) No Default is outstanding or is reasonably likely to result from the execution of, or the performance of any transaction contemplated by, any Transaction Document; and

(1) Asterisks (*) in headings denote repeating nature of representation.

(b) no other event is outstanding which constitutes (or with the giving of notice, expiry of any grace period or fulfilment of any other applicable condition will constitute) a default or termination event (however described) under any document which is binding on it or any of its Subsidiaries or any of its or its Subsidiaries’ assets in each case to an extent or in a manner which would have a Material Adverse Effect.

20.7 Authorisations

Except for registration of any Security Document to the extent such registration can only be completed after entry into of such Security Document, all authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Transaction Documents have been (or will at the First Drawdown be) obtained or effected (as appropriate) and are (or will at the First Drawdown be) in full force and effect.

20.8 Base Financial Statements

(a) As at the date of this Agreement the Target Group Base Financial Statements, to the best of the knowledge of the Company after due enquiry:

(i) have been prepared in accordance with Dutch GAAP consistently applied (subject, in the case of unaudited Target Group Base Financial Statements, to customary year end adjustments);

(ii) give a true and fair view of (if audited) or fairly present (if unaudited) the consolidated financial condition and results of operations of the Target Group as at and for the Accounting Period ended the date to which they were drawn up; and

(iii) as at the date to which they were prepared, do not include or consolidate the results of any company or business which is not part of the Target Group.

(b) As at the date of this Agreement the JSG Group Base Financial Statements, to the best of the knowledge of the Company after due enquiry have been prepared in accordance with the Accounting Principles consistently applied (subject, in the case of unaudited JSG Group Base Financial Statements, to customary year end adjustments);

(c) As at the date of this Agreement to the best of the knowledge of the Company after due enquiry, there has been no material adverse change in the business, assets or financial condition of the JSG Group and the Target Group since the latest date to which any of the Base Financial Statements were drawn up.

20.9 Documents

(a) The documents delivered to the Facility Agent by or on behalf of any Obligor pursuant to Subclause 4.1 (Conditions precedent documents) were genuine (or, in the case of copy documents, were true, complete and accurate copies of originals which were genuine), are in full force and effect (or if a copy, the

90 original is in full force and effect) and have not been amended, varied or replaced in any respect which could adversely affect the interests of the Finance Parties under the Senior Finance Documents.

(b) Documents delivered to the Facility Agent under this Agreement by or on behalf of any Obligor after the First Drawdown were, when delivered, genuine (or, in the case of copy documents, were true, complete and accurate copies of originals which were genuine) and when delivered were in full force and effect (or, if a copy, the original was in full force and effect).

20.10 Financial statements

(a) Its latest Accounts supplied under this Agreement (taken together with any Reconciliation Statement accompanying them):

(i) have been prepared in accordance with the Accounting Principles, consistently applied (subject, in the case of unaudited Accounts, to customary year end adjustments); and

(ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at, and consolidated results of operations for, the Accounting Period ended the date to which they were drawn up, provided that in the case of any monthly Accounts, such Accounts fairly present its consolidated results of operations for that Accounting Period (provided further that in the case of monthly selected balance sheet information such information has not been prepared on a consolidated basis and so may be subject to quarterly adjustments).

(b) The budgets and forecasts supplied to the Facility Agent under this Agreement have been prepared on the basis of recent historical information and on the basis of assumptions which were believed by the relevant Obligor to be reasonable as at the date they were supplied.

(c) The Company may make written disclosures to the Facility Agent against this representation for the purpose of its repetition after the First Drawdown Date and this representation will be deemed to be qualified thereby.

20.11 Information Package

In the case of the Company, JSG Funding and the Parent only (and given only as at the date the Information Package (or part thereof) is delivered to the Arrangers and as at the Syndication Date):

(a) to the best of each of the Parent’s, the Company’s and JSG Funding’s knowledge, the material factual information contained in the Information Package (when taken as a whole) was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given;

91 (b) to the best of each of the Parent’s, the Company’s and JSG Funding’s knowledge, all expressions of opinion or intention made by the Parent, JSG Funding or the Company contained in the Information Package were made after careful consideration and were believed by the Parent, JSG Funding and the Company to be reasonable as at the date at which they are stated to be given;

(c) the financial projections made by the Parent, JSG Funding or the Company contained in the Information Package have been prepared as at the date of the Information Package on the basis of recent historical information and assumptions which were believed by the Parent, JSG Funding, the Company and by the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer to be reasonable at that date;

(d) to the best of each of the Parent’s, the Company’s and JSG Funding’s knowledge, the Information Package did not omit as at its date any information the omission of which would make the Information Package untrue or misleading in any material respect; and

(e) (as at the Syndication Date) to the best of each of the Parent’s, the Company’s and JSG Funding’s knowledge, nothing has occurred since the date of the Information Package which has not been fairly disclosed in writing to the Facility Agent and which, if disclosed, would result in the factual information or financial projections contained in the Information Package being untrue or misleading in any material respect.

20.12 Report

In the case of the Company, JSG Funding and the Parent only, as at the date of this Agreement to the best of its knowledge after due enquiry:

(a) (i) all written factual information (other than any in the Report) concerning the Investors, the Original Obligors and the Target and its Subsidiaries and the transactions contemplated by this Agreement that it or the Investor (or any of such person’s authorised representatives) supplied to any of the Arrangers was complete and correct in all material respects as at its date and did not omit to state a material fact necessary in order to make such information not materially misleading;

(ii) all written factual information contained or referred in the Report concerning the Investors, the Original Obligors and the Target and its Subsidiaries and the transactions contemplated by this Agreement that it or the Investors (or any of such person’s authorised representatives) supplied to any of the Arrangers was complete and correct in all material respects as at its date and did not omit to state a material fact necessary in order to make such information not materially misleading in the light of the circumstances in which the Report was made;

(b) all written factual information relating to the Group or the Target Group or the transactions contemplated by the Transaction Documents provided to any firm

92 which prepared a Report was true in all material respects at its date or (if appropriate) as at the date (if any) at which it is stated to be given;

(c) all written expressions of opinion or intention given by or on behalf of any member of the Group or the Target Group and all written forecasts and projections furnished by any member of the Group or the Target Group to each such firm were arrived at after careful consideration, and were based on recent historical information and on assumptions which were believed by such member of the Group to be reasonable at the date they were supplied;

(d) the Report did not omit as at its date any factual information which, if disclosed, would make the information contained in the Report untrue or misleading in any material respect in the light of the circumstances in which such Report was made available;

(e) as at the date of this Agreement, nothing has occurred since the date any written factual information was provided to any firm which prepared the Report which has not been disclosed in writing by the Company to the Arrangers prior to the date of this Agreement and which, if disclosed would make any of the factual information in the Report untrue or misleading in any material respect in the light of circumstances in which any such written factual information was provided to any firm which prepared the Report; and

(f) the Parent and the Company have not omitted to disclose to the Arrangers any factual information which, if disclosed, would make the Report untrue or misleading in any material respect.

20.13 Litigation etc.

(a) No undisclosed litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency have been started which, if adversely determined are likely to have a Material Adverse Effect. Any matters disclosed in (i) the internal memorandum of Jefferson Smurfit Group from Xxxxx Xxxxxxxx addressed to Xxxxxxx Xxxxx dated 8 November 2005 entitled “Syndication – Legal Due Diligence” and the copy memoranda, letters and e-mail correspondence annexed thereto and provided to the Lenders prior to the date of this Agreement; and/or (ii) the Forms 20-F relating to the annual report for the financial year ending 31 December 2004, filed with the SEC in relation to (A) the Parent and the Company and (B) the Target, shall be deemed to have been disclosed for the purpose of this Clause 20.13(a).

(b) It has not (and none of its Subsidiaries have) breached any law or regulation which breach would have a Material Adverse Effect.

(c) No labour disputes are current or, to its knowledge, threatened (in writing) which would have a Material Adverse Effect.

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20.14 Taxes

(a) It is not (and none of its Subsidiaries are) overdue in the filing of any Tax returns or filings where failure to do so would result in any material penalties or fines.

(b) It is not (and none of its Subsidiaries are) overdue in the payment of any material amount of Tax unless any such overdue payment is being contested in good faith, adequate reserves are being maintained for the payment of such Taxes, the overdue payment can be lawfully withheld and the non-payment will not have a Material Adverse Effect.

(c) No claims or investigations by any tax authority are being or are reasonably likely to be made or conducted against it (or any of its Subsidiaries) (except for assessments in relation to the ordinary course of the business or claims being contested in good faith and in respect of which adequate provision has been made in its Accounts) which are reasonably likely to result in a liability of or claim against any member of the Group which will have a Material Adverse Effect.

20.15 Structure Memorandum

In the case of the Company and the Parent only and as at the First Drawdown Date:

(a) the Group structure chart delivered to the Facility Agent under Part I of Schedule 2 (Conditions Precedent Documents) shows all members of the Group, and contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Group, as it will be immediately after the First Drawdown;

(b) the Structure Memorandum sets out (together with the Funds Flow Statement) every material step to be taken at or before the First Drawdown for the purpose of achieving the First Drawdown;

(c) the Structure Memorandum reflects (together with the Funds Flow Statement) all payments and discharges of indebtedness individually in excess of €1,000,000 (or its equivalent) due to be made at or about the First Drawdown by any party to the Transaction Documents in connection with the transactions and matters contemplated thereby; and

(d) the Structure Memorandum shows in all material respects the steps which members of the Group are anticipated to undertake and payments which members of the Group are anticipated to make as part of the Debt Pushdown.

20.16 Intellectual Property Rights

It and each of its Material Subsidiaries:

(a) owns or has licensed to it all the Material Intellectual Property Rights (if any) and it does not (nor do any of the Material Subsidiaries), in carrying on its business, infringe any Material Intellectual Property Rights of any third party in any respect which has, or would have, a Material Adverse Effect; and

94 (b) has taken all formal or procedural actions (including payment of fees) required to maintain the registered Material Intellectual Property Rights if and to the extent owned by it where failure to take such action would have a Material Adverse Effect.

20.17 Environment

It and each of the Material Subsidiaries has obtained all requisite Environmental Approvals required for the carrying on of its business as currently conducted and is in compliance with:

(a) the terms and conditions of such Environmental Approvals; and

(b) all other applicable Environmental Laws,

where, in each case, if not obtained or complied with the failure or its consequences would have a Material Adverse Effect.

20.18 Holding Companies

In the case of the Parent, JSG Funding and the Company only:

(a) the Parent is the legal and beneficial owner of all of the shares in JSG Funding. JSG Funding is the legal and beneficial owner of all of the shares in the Company. Following the First Drawdown, the Company will become the beneficial owner, and will become entitled to become the legal and beneficial owner, of the Target Group;

(b) the Equity Documents contain all the material terms of the arrangements between the Investors and members of the Group as it will be immediately after the First Drawdown.

20.19 Assets

(a) It is the legal and beneficial owner of the shares, assets and the real property material to the carrying-on of the Core Business and any other material property which it charges or purports to charge under the Security Documents.

(b) It and each of its Material Subsidiaries owns or has leased or licensed to it all material assets necessary to conduct its business (which are not replaceable within 90 days), save where not owning, leasing or licensing such assets would not have a Material Adverse Effect.

20.20 Financial Indebtedness and Security Interests

(a) As of the First Drawdown and after giving effect to the application in accordance with the Funds Flow Statement of the proceeds of the Loans drawn on the First Drawdown Date in the manner shown in the Funds Flow Statement, no member of the Group has any (actual or contingent) Financial Indebtedness outstanding which is not permitted by the terms of this Agreement.

95 (b) As of the First Drawdown and after giving effect to the application in accordance with the Funds Flow Statement of the proceeds of the Loans drawn on the First Drawdown Date in the manner shown in the Funds Flow Statement, no Security Interest exists over the assets of any member of the Group which is not permitted by the terms of this Agreement.

20.21 No Winding Up

None of the matters listed in Clause 24.7 (Insolvency proceedings) has occurred in relation to it or any Material Subsidiary.

20.22 Claims Pari Passu

Under the laws of its jurisdiction of incorporation, and, if different, England, in force at the date of this Agreement, the claims of the Finance Parties against it under the Senior Finance Documents to which it is a party rank and will rank at least pari passu with the claims of all its unsecured creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or similar laws of general application.

20.23 Acquisition Documents

(a) All material terms and conditions of the Acquisition (including those terms and conditions the absence of disclosure in connection therewith may make the Information Memorandum incorrect or misleading in any material respect) are set out in the Acquisition Documents and there have been no amendments, variations or waivers of any terms of the Acquisitions Documents which are materially prejudicial to the interests of the Lenders under the Senior Finance Documents save as approved (by prior written consent) by the Facility Agent.

(b) The Acquisition has been, or will, on the Closing Date be, carried out in accordance with the terms and conditions of the Acquisition Documents save to the extent as would not be materially prejudicial to the Lenders.

20.24 Professional Market Party

The Dutch Borrower is in compliance with the Dutch Banking Act and any regulations issued pursuant thereto (including, but not limited to, the Policy Guidelines and the Dutch Exemption Regulation).

20.25 Times for making representations

(a) The representations set out in this Clause are made by each Original Obligor on the date of this Agreement.

(b) Unless a representation is expressed to be given at or as of a specific date only, each representation (other than those contained in Clauses 20.6 (No default), 20.7 (Authorisations), 20.8 (Base Financial Statements), 20.9 (Documents), 20.10 (Financial Statements), 20.11 (Information Package), 20.12 (Report), 20.13 (Litigation, etc.), 20.14 (Taxes), 20.15 (Structure Memorandum), 20.16 (Intellectual Property Rights), 20.17 (Environment), 20.18 (Holding Companies), 20.19 (Assets), 20.20 (Financial Indebtedness and Security

96 Interests), 20.21 (No Winding Up), 20.22 (Claims Pari Passu), or 20.23 (Acquisition Documents)) is deemed to be repeated by:

(i) each Additional Obligor and the Company on the date that Additional Obligor becomes an Obligor; and

(ii) each Obligor on the date of each Request and the first day of each Term.

(c) The representation contained in Clause 20.10(a) (Financial Statements) is given in relation to a relevant set of Accounts on the date of delivery of such Accounts under this Agreement.

(d) When a representation is repeated, it is applied to the circumstances existing at the time of repetition save where it is expressed to be made on a certain date.

21. INFORMATION COVENANTS

21.1 Financial statements

(a) The Parent must supply to the Facility Agent in sufficient copies for all the Lenders:

(i) the audited consolidated financial statements of JSG Funding for each annual Accounting Period;

(ii) the unaudited consolidated financial statements of JSG Funding for each quarterly Accounting Period;

(iii) the unaudited consolidated financial statements of JSG Funding for each monthly Accounting Period; and

For the purpose of this Subclause only, Lenders which are funds and are advised or managed by the same advisor or manager or an Affiliate of such advisor or manager as other funds which are also Lenders, shall be treated as a single Lender.

(b) All Accounts must be supplied as soon as they are available and:

(i) in the case of Accounts referred to in (a)(i) above, within 120 days (save that the relevant period shall be 150 days for financial years ending on or before 30 December 2006);

(ii) in the case of Accounts referred to in (a)(ii) above, within 45 days (save that the relevant period for the quarterly Accounting Periods prior to 1 October 2006 shall be 60 days); and

(iii) in the case of Accounts referred to in (a)(iii) above, within 30 days (save that the relevant period for the monthly Accounting Periods, prior to 1 October 2006 shall be 45 days),

of the end of the relevant Accounting Period.

21.2 Form and scope of financial statements

(a) The Parent must ensure that all Accounts supplied under this Agreement (i) give (if audited) a true and fair view of, or (if unaudited) fairly present, the financial condition (consolidated in the case of JSG Funding’s Accounts) of the relevant person as at the date to which those Accounts were drawn up and the results of operations for the Accounting Period then ended (except that in the case of the monthly Accounts of JSG Funding, such Accounts must fairly present its consolidated results of operations for that Accounting Period, provided that in the case of monthly selected balance sheet information such information has not been consolidated and so may be subject to quarterly adjustments), and (ii) comprise at least a balance sheet (or in the case of monthly Accounts selected balance sheet items), profit and loss account and cash flow statement for or as at the end of the relevant Accounting Period (consolidated in the case of JSG Funding’s Accounts).

(b) The Parent must ensure that all annual audited Accounts are prepared in accordance with the Accounting Principles, consistently applied.

(c) The Parent must ensure that all unaudited Accounts are prepared in accordance with or on a basis consistent in all material respects (subject to year-end adjustments) with the Accounting Principles, consistently applied, and show at least the information provided for in the Accounts.

(d) The Parent must ensure that each set of Accounts for an annual or quarterly Accounting Period is accompanied by a report of the Chief Financial Officer explaining the main financial issues arising during that period and any material changes against the budget for that period as supplied under this Agreement and comparing the financial performance for such period against the equivalent period in the previous financial year.

(e) The Parent must notify the Facility Agent of any material change in the Accounting Principles used in the Accounts.

(f) If requested by the Facility Agent, the Parent must supply to the Facility Agent:

(i) a full description of any change notified under paragraph (e) above; and

(ii) a reconciliation statement (the Reconciliation Statement) showing sufficient information, in such detail and format as may be reasonably required by the Facility Agent, to enable the Finance Parties to make a proper comparison between the financial position shown by the set of Accounts prepared on the changed basis and the most recent audited Accounts (or if none, the Base Financial Statements) delivered to the Facility Agent under this Agreement and prepared according to the Accounting Principles.

(g) If requested by the Parent, following any change referred to in paragraph (e) above, the Facility Agent must enter into discussions for a period of not more

98 than 30 days with a view to using reasonable endeavours to agree any amendments required to be made to Clause 22.1 (Financial Undertakings), Clause 12.3 (Margin Adjustments), Clause 11.6 (Mandatory Prepayment – Excess Cash Flow) and Clause 11.3 (IPO) and any other provisions which the parties consider appropriate to ensure that the change does not result in a material alteration to the commercial effect of the terms of this Agreement (including without limitation the headroom for the Financial Undertakings in Clause 22.1 hereof). Any agreement between the Parent and the Facility Agent, with the prior consent of the Majority Lenders, will be binding on all the Parties and from the time of such agreement no Reconciliation Statements will need to be delivered in respect of the relevant changes.

(h) If no agreement is reached under paragraph (g) above on the required amendments to this Agreement, the Parent may, at the expiry of the 30 day period mentioned in paragraph (g) or earlier if the Facility Agent acknowledges that no agreement will be reached within such period, appoint its auditors or an independent firm of accountant’s (in each case acting as experts and not arbitrators) to determine any amendment required to be made to Clause 22.1 (Financial Undertakings), Clause 12.3 (Margin Adjustments), Clause 11.6 (Mandatory Prepayment – Excess Cash Flow) and Clause 11.3 (IPO) and any other provisions which those auditors or accountants consider appropriate to ensure that the change does not result in a material alteration to the commercial effect of the terms of this Agreement (including without limitation the headroom for the Financial Undertakings in Clause 22.1 hereof). Those amendments shall take effect when so determined by those auditors or, as the case may be, accountants and from the time of such determination no Reconciliation Statements will need to be delivered in respect of the relevant changes. The cost and expense of those auditors or accountants shall be for the account of the Company.

(i) If and for so long as no agreement or determination is arrived at as referred to in paragraphs (g) or (h) above on the required amendments to this Agreement, the Parent must comply with requests by the Facility Agent for Reconciliation Statements.

21.3 Compliance Certificate

(a) The Parent must supply to the Facility Agent a Compliance Certificate with each set of annual and quarterly Accounts of JSG Funding supplied to the Facility Agent under this Agreement.

(b) A Compliance Certificate must be signed by an authorised signatory on behalf of the Parent (without personal liability) and, in the case of a Compliance Certificate supplied with JSG Funding’s annual audited consolidated Accounts, the Auditors (but only so long as the Auditors generally agree to give such certificates)(provided that the Auditors will not be required to confirm that no Default is outstanding and may confirm the other matters set out in the Compliance Certificate in the usual form used by such Auditors provided such confirmation is addressed to and capable of being relied on by the Finance Parties).

99

21.4 Budget

(a) The Parent must supply to the Facility Agent promptly following approval by its board of directors and in any event not later than 45 days after the beginning of each annual Accounting Period a budget for that Accounting Period.

(b) The budget must be:

(i) prepared in the same manner in all material respects, and show in all material respects the information provided for, in the applicable annual period in the Financial Model; and

(ii) prepared on a basis consistent with the Accounting Principles; and

(iii) approved by the board of directors of the Parent.

(c) If the Parent materially updates or changes the budget referred to above, it shall promptly deliver to the Facility Agent, in sufficient copies for each of the Lenders, such updated or changed budget together with a written explanation of the main changes in such budget.

(d) The budget shall include a projected balance sheet, projected profit and loss account, projected cash flow statement and projected cash flow statement and projected expenditure together with a summary of all material assumptions and other bases upon which those projections were made for the relevant financial year.

21.5 Presentations

Once in every annual Accounting Period, at least two directors of the Parent (one of whom must be the Chief Financial Officer) must, if requested to do so by the Facility Agent, give a presentation (on a date and at a venue agreed with the Facility Agent) to the Finance Parties as to:

(a) the on-going business and financial performance of the Group; and

(b) any other matter which a Finance Party may reasonably request.

21.6 Auditors

(a) JSG Funding must promptly appoint one of the firms named in the definition of Auditors to audit the consolidated annual financial statements of JSG Funding.

(b) If JSG Funding changes its auditors it must promptly notify the Facility Agent. JSG Funding may change its auditors provided that it may only change its auditors to (i) one of the firms specifically named in the definition of Auditors or (ii) to any other firm of independent public accountants of international standing unless the Facility Agent notifies it that the Majority Lenders have objected to such other firm (and it shall notify the Facility Agent of the identity of such other firm at least 30 days prior to the proposed appointment).

100 (c) If the Facility Agent (i) reasonably believes that an Event of Default has occurred or is reasonably likely to occur or (ii) has reasonable grounds to believe that any financial information provided is materially inaccurate and in either case wishes to discuss the financial position of any member of the Group with the Auditors, the Facility Agent may notify the Parent, stating the questions or issues which the Facility Agent wishes to discuss with the Auditors. In this event, the Parent must ensure that the Auditors are authorised (at the expense of the Parent):

(i) to discuss the financial position of each member of the Group with the Facility Agent on request from the Facility Agent (provided that representatives of the Parent shall be given the opportunity to attend any such discussion, and if so required representatives of the Parent and JSG Funding (as appropriate) must be present when required by the Facility Agent acting reasonably); and

(ii) to disclose to the Facility Agent for the Finance Parties any information which the Facility Agent may reasonably request.

21.7 Information – miscellaneous

The Parent must supply to the Facility Agent (in sufficient copies for all the Lenders if the Facility Agent so requests):

(a) at the same time as the same are despatched, copies of all documents required by law to be despatched by the Parent to its shareholders generally (or any class of them) and copies of all documents despatched by any Material Group Member to its creditors generally (or any class of them);

(b) promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current or pending and which might, if adversely determined, have a Material Adverse Effect or which would involve liability or potential or alleged liability in excess of €30,000,000;

(c) promptly on request, a list of the then current Material Subsidiaries;

(d) copies of any authorisation required under any law or regulation to enable an Obligor to perform its obligations under, or for the validity or enforceability of, any Senior Finance Document (except to the extent that disclosure of the information would breach any law, regulation or stock exchange requirement);

(e) promptly on any member of the Group making a public filing with the SEC, a copy of any such public filing;

(f) promptly on request, an up to date copy of its shareholders’ register; and

(g) promptly on request, such further information regarding the financial condition, assets and operations of the Group and/or any member thereof (including any requested amplification or explanation of any item in the Accounts, budgets or other material provided by any Obligor under this

101 Agreement) as any Finance Party through the Facility Agent may reasonably request.

21.8 Notification of Default

(a) Unless the Facility Agent has already been so notified by another Obligor, each Obligor must notify the Facility Agent of any Default (and the steps, if any, being or proposed to be taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly on request by the Facility Agent (such request not to be made more than once in any financial year unless the Facility Agent has reasonable grounds for believing that there is an outstanding Default), the Parent must supply to the Facility Agent a certificate, signed by two of its authorised signatories on its behalf, certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being or proposed to be taken to remedy it.

21.9 Year end

The Parent must:

(a) procure that each annual Accounting Period, and each financial year-end of it and each Material Group Member, falls on 31st December or, in the case of a Material Group Member other than the Parent and JSG Funding, if not on 31st December, on such date in the seven days before or after such date as may be permitted by the Accounting Principles; and

(b) procure that each quarterly Accounting Period and each financial quarter of it and each Material Group Member ends on an Accounting Date or, in the case of a Material Group Member other than the Parent and JSG Funding, if not an Accounting Date, on such date in the seven days before or after such date as may be permitted by the Accounting Principles.

21.10 Syndication

The Parent must ensure that all members of the Group:

(a) provide all reasonably requested financial and other information in its possession and all reasonable assistance to the Arrangers in the preparation of an information memorandum for syndication of the Facilities;

(b) comply with all reasonable requests from the Arrangers and the Facility Agent (on behalf of potential lenders) for information and access to the Group’s operating sites; and

(c) make available senior management to give presentations to prospective lenders at reasonable times and venues agreed by the Parent and the Arrangers.

102

21.11 Use of websites

(a) Except as provided below, the Parent may deliver any information under this Agreement to a Lender by posting it on to an electronic website if:

(i) the Facility Agent and the Majority Lenders agree;

(ii) the Parent and the Facility Agent designate an electronic website for this purpose;

(iii) the Parent notifies the Facility Agent of the address of and password for the website; and

(iv) the information posted is in a format agreed between the Parent and the Facility Agent.

The Facility Agent must supply each relevant Lender with the address of and password for the website.

(b) Notwithstanding the above, the Parent must supply to the Facility Agent in paper form a copy of any information posted on the website together with sufficient copies for:

(i) any Lender not agreeing to receive information via the website; and

(ii) within five Business Days of request any other Lender, if that Lender so requests.

(c) The Parent must promptly upon becoming aware of its occurrence, notify the Facility Agent if:

(i) the website cannot be accessed;

(ii) the website or any information on the website is infected by any electronic virus or similar software;

(iii) the password for the website is changed; or

(iv) any information to be supplied under this Agreement is posted on the website or amended after being posted.

If the circumstances in paragraphs (i) or (ii) above occur, the Parent must supply any information required under this Agreement in paper form.

22. FINANCIAL COVENANTS

22.1 Financial Undertakings

The Parent will procure that:

(i) Consolidated EBITDA to Consolidated Total Net Interest Payable: Consolidated EBITDA for any period comprising an annual Accounting Period of the JSG Funding Group or four (or less, taking

103 into account Clause 22.3 (Initial Periods)) consecutive quarterly Accounting Periods of the JSG Funding Group (taken together as one period) ending on any Accounting Date with the first test date on 30 September 2006 falling on or about any of the dates specified in the table below, shall not be less than W times Consolidated Total Net Interest Payable for such period, where W has the value indicated in such table opposite such date;

(ii) Consolidated Cash Flow to Consolidated Total Debt Service: Consolidated Cash Flow for any period comprising an annual Accounting Period of the JSG Funding Group or four consecutive quarterly Accounting Periods of the JSG Funding Group (taken together as one period) and ending on any Accounting Date falling on or about any of the dates specified in the table below, shall not be less than X times Consolidated Total Debt Service for such period, where X has the value indicated in such table opposite such date;

(iii) Consolidated Total Net Borrowings to Consolidated EBITDA: Subject to Clause 22.3 (Initial Periods), Consolidated Total Net Borrowings as at each of the Accounting Dates falling on or about any of the dates specified in the table below shall not be more than Y times Consolidated EBITDA for any period comprising an annual Accounting Period of the JSG Funding Group or four consecutive quarterly Accounting Periods of the JSG Funding Group (taken together as one period) ending on any such Accounting Date, where Y has the value indicated in such table opposite such date.

Accounting Date	W	X	Y
	(x)	(x)	(x)

31/09/06	2.00	(no test)	6.75

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DATED 30 NOVEMBER 2005 AGREEMENT €3,796,818,558 SENIOR CREDIT FACILITY FOR JSG ACQUISITIONS ARRANGED BY DEUTSCHE BANK AG, LONDON BRANCH CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE FIRST BOSTON INTERNATIONAL JP MORGAN PLC WITH