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 36/91 Table 16: Companies Providing Guarantees Denmark France Spain Finland Norway Belgium The Netherlands Sweden UK Note: (1) Holding company Source: ISS Holding � ISS Holding A/S (Bidco) (1) � ISS A/S (Target) (1) � ISS Global A/S (1) � ISS Facility Services A/S � ISS Holding Paris SA (1) � ISS Abilis France SAS � Integrated Service Solutions S.L. (1) � ISS Palvelut Oy (1) � ISS Facility Services AS (1) � ISS NV (1) � ISS Holding Nederland BV (1) � ISS Nederland BV � ISS Facility Services Holding AB (1) � ISS Facility Services AB � ISS UK Holding Limited (1) � ISS UK Limited � ISS Mediclean Limited � ISS Facility Services Limited 36 Summary of Principal Terms and Conditions Pursuant to the Senior Credit Facilities Agreement, each Material Company will grant a guarantee, together with security over its bank accounts, trade receivables, intercompany receivables and intellectual property. In addition the shares in such Material Company will be pledged and in specifically agreed cases shares that the Material Company holds in certain of its subsidiaries will be pledged (although please note that ISS will not pledge its shares in ISS Global). A floating charge will be granted from each Material Company incorporated in England and Wales. Given the granularity of the Group, which comprises a significant number of entities, the Arrangers have looked at the gross assets, revenues and EBITDA figures on a jurisdiction by jurisdiction basis to determine which jurisdiction is a material jurisdiction. The holding company in a material jurisdiction has then been identified as a Material Company. These countries include France, Spain, Finland, Norway, Belgium, The Netherlands, Sweden, the UK and Denmark. In addition, security includes share pledges over the holding company in: Hong Kong, Singapore, Austria, Germany, Portugal, Switzerland and Ireland. The total share pledges represent approximately 90% 6 of revenues and assets of the Group. The alternative enforcement scenario would therefore be enforcement of the share pledges on a jurisdiction by jurisdiction basis, so that local groups could be sold off individually. As the vast majority of the group's intellectual property portfolio is held by ISS, the Lenders would also look to enforce their intellectual property pledge from ISS in these circumstances. Notably, no security or guarantees were granted by ISS or its subsidiaries for the borrowings of ISS Holding. Finally, subject to agreed limits, the providers of foreign exchange treasury transactions and local overdraft facilities to the ISS Group will share in the senior guarantee and security package but without any rights of enforcement. The relationship between the senior secured and subordinated lenders will be governed by an intercreditor agreement. The equity contribution will be subordinated on terms agreeable to the senior and subordinated lenders. This Summary of Principal Terms and Conditions is for Senior Credit Facilities (the “Facilities”) made available to ISS Holding, for the purpose of financing the Acquisition. 6 Note that jurisdictions report on a local GAAP basis, so only estimates are available. Average foreign exchange rates for the period January 1 through December 31 were used to convert local revenues, assets, and EBITDA into DKK.
tatiana\Bank Book\Public Bank Book\FINAL ISS PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 37/91 II. Summary of Senior Facilities Terms Senior Secured Credit Facilities 37 Summary of Principal Terms and Conditions Borrower: ISS Holding A/S, ISS Global A/S and other members of the Group incorporated in approved jurisdictions which accede as borrowers. Amount: Term Loan A: DKK2,000m (EUR 270m), drawn down in 40% SEK, 45% NOK and 15% CHF. Term Loan B: DKK3,675m (EUR 493m), drawn down in 50% EUR and 50% £ Revolver: DKK1,750m (EUR 235m) (committed) and DKK 750m (EUR 100m) (uncommitted) L/C Facility: DKK500m (EUR 66m) Acquisition Facility: DKK1,750m (EUR 235m) (Committed – Tranche A) and DKK3,500m (EUR 470m) (Uncommitted – Tranche B) Maturity: Term Loan A : 7 years Term Loan B : 8.5 years Revolver : 7 years L/C Facility : 7 years Acquisition Facility : 7 years (Tranche A), 8.5 years (Tranche B) Indicative Interest Rates: Term Loan A : E/L +225bps Term Loan B : E/L +275bps Revolver : E/L +225bps L/C Facility : E/L +225bps Acquisition Facility : E/L +225bps Amortization Schedule: Term Loan A : WAL 4.5 years Term Loan B : In two equal instalments at 8 years and 8.5 years Revolver : Bullet L/C Facility : Bullet Acquisition Facility: Committed : Tranche A: Amortising Uncommitted : Tranche B: In two equal instalments at 8 years and 8.5 years Ranking: Senior Security: Share pledge over the share capital of ISS A/S in addition to security over shares, receivables, IP and bank accounts and floating charges from material companies incorporated in the UK provided in accordance with the agreed principles. 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. Notably, no security or guarantees were granted by ISS or its subsidiaries for the borrowings of ISS Holding. Guarantees: From ISS Holding A/S, ISS A/S, ISS Global A/S and each material company (determined by reference to 5% of EBITDA, gross assets or turnover), subject to the agreed principles Call/Repayment Premium: None Mandatory Repayment: In full upon a change of control or a sale of all or substantially all of the assets of the Group. With 100% of Net IPO Proceeds until a leverage ratio of 3.5:1 is achieved and thereafter 50% of Net IPO Proceeds until a leverage ratio of 2.5:1 is achieved. From net disposal, insurance and report proceeds, and from the proceeds of a permitted securitisation. With 50% of Excess Cashflow for any financial year commencing on or after 31 December 2005 Covenants: Standard and customary to include: minimum interest and fixed charge coverage, maximum leverage, maximum capital expenditure
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I. Table of Contents - ISS

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