EXHIBIT 10.12 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company registered under the...Registration Rights Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
EXECUTION VERSION $545,000,000 9.625% Senior Notes due 2012 REGISTRATION RIGHTS AGREEMENT Dated as of September 30, 2002Registration Rights Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
EXHIBIT 4.9MDCP Acquisitions I • November 25th, 2002 • New York
EXHIBIT 10.15 SUBSCRIPTION AND SHAREHOLDERS AGREEMENT THIS SUBSCRIPTION AND SHAREHOLDERS AGREEMENT (this "AGREEMENT") is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company organized under the laws of the Republic of...Subscription and Shareholders Agreement • November 25th, 2002 • MDCP Acquisitions I • Illinois
27th September, 2002 Dear Sirs, INTERCOMPANY LOAN AGREEMENT BETWEEN MDP ACQUISITIONS PLC AS LENDER AND MDCP ACQUISITIONS I AS BORROWER DATED 16TH SEPTEMBER, 2002 (THE "LOAN AGREEMENT") Terms defined or used in the Loan Agreement have the same meaning...Intercompany Loan Agreement • November 25th, 2002 • MDCP Acquisitions I
EXHIBIT 10.13 AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT THIS AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company incorporated under the laws of Ireland...Corporate Governance Agreement • November 25th, 2002 • MDCP Acquisitions I
EXHIBIT 10.11 AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT (this "AGREEMENT") is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company organized under the laws of...Management Equity Agreement • November 25th, 2002 • MDCP Acquisitions I
andDeposit and Custody Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
545,000,000 9.625% SENIOR NOTES DUE 2012Purchase Agreement • November 25th, 2002 • MDCP Acquisitions I
DOLLAR INDENTURE Dated as of October 2, 2002 15.5% Subordinated Notes due 2013Dollar Indenture • November 25th, 2002 • MDCP Acquisitions I • New York
PRIORITY AGREEMENT DATED 16 SEPTEMBER, 2002Priority Agreement • November 25th, 2002 • MDCP Acquisitions I
27th September, 2002 Dear Sirs, PRIORITY AGREEMENT RELATING TO THE SENIOR FACILITY AGREEMENT FOR EURO 2,525,000,000 CREDIT FACILITY FOR MDCP ACQUISITIONS I ARRANGED BY DEUTSCHE BANK AG LONDON AND MERRILL LYNCH INTERNATIONAL WITH DEUTSCHE BANK AG...MDCP Acquisitions I • November 25th, 2002
by and amongDollar Registration Rights Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
EXHIBIT 10.14 MDCP ACQUISITIONS PLC AMENDED AND RESTATED 2002 MANAGEMENT EQUITY PLAN MDCP ACQUISITIONS PLC AMENDED AND RESTATED 2002 MANAGEMENT EQUITY PLAN 1. TITLE AND PURPOSE. This plan shall be known as the Amended and Restated MDCP Acquisitions...MDCP Acquisitions I • November 25th, 2002
EXHIBIT 99.6Collateral Ranking Agreement • November 25th, 2002 • MDCP Acquisitions I
ANDPurchase Agreement • November 25th, 2002 • MDCP Acquisitions I
andDollar Deposit and Custody Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
