I. Table of Contents - ISS

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tatiana\Bank Book\Public Bank Book\FINAL ISS PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 34/91 Table 12: Cash Balance Reconciliation, as of September 30, 2005 34 Summary of Principal Terms and Conditions As of September 30, 2005 DKK million EUR million Cash on Balance Sheet at ISS 1,070 143 Cash on Balance Sheet at ISS Holding 187 25 Other Securities 85 11 Expected drawdown on Term Loan B 375 50 Settlement of Warrants (56) (8) Estimated Fees post September 30 (168) (23) Total Pro Forma Cash 1,493 200 Source: ISS Holding, PWC In addition to the Senior Term Facilities required to finance the Acquisition and refinance existing debt, the Senior Facilities include committed facilities in the form of a DKK 1,750 million (EUR 235 million) Revolving Credit Facility, a DKK 500 million (EUR 67 million) Letter of Credit Facility and a DKK 1,750 million (EUR 235 million) Acquisition A Facility. The committed Revolving Credit Facility will be available to ISS Global and certain of its subsidiaries for general corporate purposes including working capital requirements. The Letter of Credit Facility will be available on an ongoing basis for general guarantees (primarily performance bonds) required in ISS's daily operations. The Acquisition Facility A will be available to fund general corporate acquisitions over the next 3 years, subject to satisfaction of certain conditions precedent. The Senior Credit Facilities Agreement also provides for uncommitted facilities in the form of a DKK 750 million (EUR 100 million) Revolving Credit Facility and a DKK 3,500 million (EUR 469 million) Acquisition Facility B. Acquisition Facility B is available to fund general corporate acquisitions over the next 4 years, subject to satisfaction of certain criteria. Please see tables 13, 14 and 15 below for an overview of the committed and uncommitted Senior Facilities, with the associated key commercial terms of the facilities. Table 13: Senior Term Facilities Senior Term A Senior Term B (1) Facility Size DKK 2,000,000,000 DKK 3,675,000,000 Drawn Amount DKK 2,000,000,000 DKK 3,675,000,000 Drawdown DKK 800,000,000 (Drawn in SEK) DKK 900,000,000 (Drawn in NOK) DKK 300,000,000 (Drawn in CHF) DKK 1,650,000,000 (Drawn in GBP) DKK 1,650,000,000 (Drawn in EUR) Maturity 7 years 8.5 years Repayment Amortizing Bullets, two equal instalments At 8 years and 8.5 years Prepayment Penalties None None Initial Margin 2.25% 2.75% Benchmark Interbank Offered Rate Interbank Offered Rate Margin Ratchet Applicable Applicable Note: (1) As of September 30, 2005, ISS Holding has drawn DKK 2,250 million and the remainder was drawn by ISS Global.
tatiana\Bank Book\Public Bank Book\FINAL ISS PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 35/91 Table 14: Revolving Credit Facilities and Letter of Credit Facility Revolving Credit Facility (committed) 35 Summary of Principal Terms and Conditions Revolving Credit Facility (uncommitted) Letter of Credit Facility (committed) Facility Size DKK 1,750,000,000 DKK 750,000,000 DKK 500,000,000 Drawn Amount - - Letters of Credit of approximately EUR 57,270,000 issued Currency Multi currency Multi currency Multi currency Maturity 7 years 7 years 7 years Repayment Revolving Revolving Revolving Prepayment Penalties None None None Initial Margin 2.25% 2.25% 2.25% Benchmark Interbank Offered Rate Interbank Offered Rate Interbank Offered Rate Margin Ratchet Applicable Applicable Applicable The aggregate amount outstanding under utilisations of the Revolving Facility (including Ancillary Facilities and Fronted Ancillary Facilities) and the Letter of Credit Facility and local overdraft facilities (excluding treasury transactions), may not at any time exceed DKK 2,500 million (EUR 335 million), excluding all performance bonds. Table 15: Acquisition Facilities Acquisition Facility A (Committed) Acquisition Facility B (Uncommitted) Facility Size DKK 1,750,000,000 DKK 3,500,000,000 Drawn Amount DKK 604,000,000 - Currency Multi currency Multi currency Availability 3 years 4 years Maturity 7 years 8.5 years Repayment Equal instalments year 5 – 7 Equal instalments at 8 years and 8.5 years Prepayment Penalties None None Initial Margin 2.25% 2.25% Benchmark Interbank Offered Rate Interbank Offered Rate Margin Ratchet Applicable Applicable The acquisition facilities are subject to certain restrictions which must be met in order for the facilities to be drawn down. Equity Account � The Sponsors contributed Cash Equity of DKK 7,693 million into the equity account. Security The guarantee and security package for the Senior Facilities comprise guarantees from ISS Holding, ISS and ISS Global and a share pledge from ISS Holding over its shares in ISS. If the Senior Facilities were to be accelerated, it is most likely that any enforcement of the security would be by way of enforcement of the ISS Holding guarantee and the share pledge, enabling the sale of the ISS Group as a whole. To the extent that the senior debt is refinanced by ISS Global, and such debt is secured by ISS Global, then the senior lenders will rank ahead of the EMTN holders, who have an unsecured claim against ISS Global. Security documents entered into by ISS Global and its subsidiaries contain provisions to ensure that if any of the indebtedness that would otherwise be secured by them constitutes "Relevant Indebtedness", as defined in the Medium Term Notes, then that indebtedness is not secured by the relevant security document. The Senior Credit Facilities Agreement requires additional guarantees and security to be put in place as a condition subsequent.
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I. Table of Contents - ISS

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