tatiana\Bank Book\Public Bank Book\FINAL <strong>ISS</strong> PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 32/91 32 Summary <strong>of</strong> Principal Terms and Conditions III. Summary <strong>of</strong> Principal Terms and Conditions
tatiana\Bank Book\Public Bank Book\FINAL <strong>ISS</strong> PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 33/91 A. Description <strong>of</strong> the Financing Structure 33 Summary <strong>of</strong> Principal Terms and Conditions In connection with the Acquisition, <strong>ISS</strong> Holding entered into a Senior Credit Facilities Agreement making available Term Facilities (Term Loan A and B), a Cash Bridge Facility, a Revolving Credit Facility, a Letter <strong>of</strong> Credit Facility and an Acquisition Facility. <strong>ISS</strong> Holding also entered into a Subordinated Bridge Facility and a PIK Bridge Facility. The rights and obligations <strong>of</strong> <strong>ISS</strong> Holding under the PIK Bridge Facility were subsequently assumed by its direct parent, <strong>ISS</strong> Equity and the proceeds <strong>of</strong> the PIK Bridge Facility have been lent by <strong>ISS</strong> Equity to <strong>ISS</strong> Holding under a Subordinated Shareholder Loan. <strong>ISS</strong> Holding used borrowings under the Term Facilities, the Cash Bridge Facility, the Subordinated Bridge Facility, cash equity contributed by EQT and GSCP, as well as proceeds from the Subordinated Shareholder Loan, to fund the Acquisition. Since the completion <strong>of</strong> the tender <strong>of</strong>fer, <strong>ISS</strong> Holding and its subsidiaries have made a number <strong>of</strong> changes and adjustments to their capital structure. On July 27, 2005 and August 31, 2005, <strong>ISS</strong> Holding received dividends from <strong>ISS</strong> which it used primarily to repay outstanding amounts under the Cash Bridge Facility, Term Loan A and a portion <strong>of</strong> Term Loan B. <strong>ISS</strong> paid these dividends with proceeds from dividends it received from <strong>ISS</strong> Global and cash on hand. In addition, <strong>ISS</strong> Global financed its dividends to <strong>ISS</strong> from borrowings under Term Loan A, Term Loan B, and cash on hand. <strong>ISS</strong> Global borrowed amounts under the Acquisition Facility A and Term Loan B. Please see below for a summary <strong>of</strong> the pro forma capital structure <strong>of</strong> the Group as <strong>of</strong> September 30, 2005, adjusted for the changes described above. <strong>Table</strong> 11: Pro Forma Capitalization <strong>Table</strong>, as <strong>of</strong> September 30, 2005 LTM September 30, 2005 DKK m EUR m PF EBITDA (1) PF EBITDA – Capex % <strong>of</strong> Total Local Facilities (2) 1,393 187 0.42x 0.51x 4% Acquisition Facility (3) 604 81 0.61x 0.73x 2% Term Loan A 2,024 271 1.22x 1.48x 6% Term Loan B 3,679 493 2.34x 2.83x 12% Total Senior 7,700 1,032 2.34x 2.83x 24% Cash (1,493) (200) 1.89x 2.28x (4)% Total Net Senior 6,207 832 1.89x 2.28x 20% EMTN (4) 10,074 1,350 4.96x 5.98x 32% Subordinated Bridge Facility (5) 6,679 895 6.99x 8.44x 21% Net Cash Pay Debt 22,960 3,077 6.99x 8.44x 73% PIK Bridge Facility (6) 967 130 7.28x 8.79x 3% Cash Equity 7,693 1,031 9.63x 11.62x 24% Total Capitalization 31,620 4,238 9.63x 11.62x 100% Revolver (committed) (2) 1,750 235 Revolver (uncommitted) 750 100 Letter <strong>of</strong> Credit Facility (committed) 500 67 Acq. Facility A (committed) 1,750 235 Acq. Facility B (uncommitted) 3,500 469 Note: (1) Leverage multiples based on an estimated PF LTM September 2005 EBITDA <strong>of</strong> DKK 3,285 million and actual LTM September 2005 Capex <strong>of</strong> DKK 564 million. (2) The Senior Credit Facilities Agreement allows <strong>ISS</strong> to retain up to EUR 100 million <strong>of</strong> its existing facilities which are provided on a bilateral basis primarily to fund local working capital requirements. As <strong>of</strong> September 30, 2005, these amounted to DKK 1,393 million. <strong>ISS</strong> expects to reduce these facilities by drawing on its Revolver. (3) Subsequent to closing (May 11, 2005), the company has made a number <strong>of</strong> acquisitions and has drawn down DKK 604 million on Acquisition Facility A. (4) EMTN refer to <strong>ISS</strong> Global’s European Medium Term Notes due 2010 and 2014. (5) The Subordinated Bridge Facility is expected to be rolled-up into a permanent financing or refinanced on or before May 11, 2006. (6) The PIK Bridge Facility entered into by <strong>ISS</strong> Equity, the parent <strong>of</strong> <strong>ISS</strong> Holding, is expected to be rolled into a permanent financing or refinanced on or before May 11, 2006. Source: <strong>ISS</strong> Holding
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