**Exhibit 4.18**

**AGREEMENT**

** **

** **

**DATED 23RD NOVEMBER, 2004**

**(asamended and restated by an amendment and restatement agreement dated 10thOctober, 2005)**

**SEK 19,100,000,000**

**CREDITFACILITY**

**for**

**TELE2 SVERIGE AB**

**with**

**TELE2 AB (publ)**

**as**

**Original Guarantor**

**Arrangedby**

**ABN AMROBANK N.V.CALYON BANK, STOCKHOLM BRANCHCITIGROUP GLOBAL MARKETS LIMITED DNB NOR BANK ASANORDEA BANK AB (publ)SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)SOCIÉTÉ GÉNÉRALESVENSKA HANDELSBANKEN AB (publ)THE ROYAL BANK OF SCOTLAND PLCWESTLB AG, LONDON BRANCH**

** **

**WITH**

**WESTLB AG, LONDON BRANCH**

**as Facility Agent**

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** **

**CONTENTS**
| Clause   | ** ** | ** **                                  | ** ** | ** ** |
|----------|------------|---------------------------------------------|------------|------------|
| 1.  |       | Interpretation                              |       | 1          |
| 2.       |       | Facilities                                  |       | 15         |
| 3.       |       | Purpose                                     |       | 16         |
| 4.       |       | Conditions Precedent                        |       | 16         |
| 5.       |       | Utilisation - Loans                         |       | 17         |
| 6.       |       | Extension of Facility A Final Maturity Date |       | 18         |
| 7.       |       | Optional Currencies                         |       | 18         |
| 8.       |       | Repayment                                   |       | 20         |
| 9.       |       | Prepayment and cancellation                 |       | 20         |
| 10.      |       | Interest                                    |       | 24         |
| 11.      |       | Terms                                       |       | 26         |
| 12.      |       | Market disruption                           |       | 26         |
| 13.      |       | Taxes                                       |       | 27         |
| 14.      |       | Increased Costs                             |       | 29         |
| 15.      |       | Mitigation                                  |       | 29         |
| 16.      |       | Payments                                    |       | 30         |
| 17.      |       | Guarantee and indemnity                     |       | 32         |
| 18.      |       | Representations                             |       | 35         |
| 19.      |       | Information covenants                       |       | 38         |
| 20.      |       | Financial covenants                         |       | 41         |
| 21.      |       | General covenants                           |       | 43         |
| 22.      |       | Default                                     |       | 48         |
| 23.      |       | The Administrative Parties                  |       | 51         |
| 24.      |       | Evidence and calculations                   |       | 56         |
| 25.      |       | Fees                                        |       | 56         |
| 26.      |       | Indemnities and Break Costs                 |       | 58         |
| 27.      |       | Expenses                                    |       | 59         |
| 28.      |       | Amendments and waivers                      |       | 59         |
| 29.      |       | Changes to the Parties                      |       | 61         |
| 30.      |       | Disclosure of information                   |       | 64         |
| 31.      |       | Set-off                                     |       | 65         |
| 32.      |       | Pro rata sharing                            |       | 65         |
| 33.      |       | Severability                                |       | 66         |
| 34.      |       | Counterparts                                |       | 66         |
| 35.      |       | Notices                                     |       | 66         |
| 36.      |       | Language                                    |       | 69         |
| 37.      |       | Governing law                               |       | 69         |
| 38.      |       | Enforcement                                 |       | 69         |

 

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| **Schedule** | ** ** | ** **                                                              | ** ** | ** ** |
|--------------|------------|-------------------------------------------------------------------------|------------|------------|
| 1.           |       | Original Parties                                                        |       | 71         |
| 2.           |       | Conditions precedent documents                                          |       | 73         |
|         |       | Part 1    To be Delivered Before  the First Request |       | 73         |
|         |       | Part 2    For an Additional  Guarantor              |       | 75         |
| 3.           |       | Form of Request                                                    |       | 76         |
| 4.           |       | Calculation of the Mandatory Cost                                       |       | 77         |
| 5.           |       | Form of Transfer Certificate                                       |       | 80         |
| 6.           |       | Existing Security                                                       |       | 82         |
| 7.           |       | Form of Compliance Certificate                                     |       | 83         |
| 8.           |       | Form of Accession Agreement                                        |       | 84         |
| 9.           |       | Form of Resignation Request                                        |       | 85         |

 

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**THIS AGREEMENT** is dated 23rdNovember, 2004 (as amended and restated on 10th October, 2005)

**BETWEEN**:

(1)                                  **TELE2 SVERIGE****AB**(acompany incorporated under the laws of Sweden) of P.O. Box 62, S-16494 Kista, Sweden (corporate identity number 556267-5164) (the **Company**);

(2)                                  **TELE2 AB (publ)**(a companyincorporated under the laws of Sweden) of P.O. Box 2094, S-10313,Stockholm, Sweden (corporate identity number 556410-8917) (the **Parent**);

(3)                                  **THE ENTITY**listed in Schedule 1(Original Parties) as original guarantor (in this capacity the **Original Guarantor**);

(4)                                  **ABN AMRO BANK N.V., CALYON BANK, STOCKHOLM BRANCH, GITIGROUP GLOBALMARKETS LIMITED, DNB NOR BANK ASA, NORDEA BANK AB (publ), SEB MERCHANT BANKING,SKANDINAVISKA ENSKILDA BANKEN AB (publ), SOCIÉTÉ GÉNÉRALE, SVENSKAHANDELSBANKEN AB (publ), THE ROYAL BANK OF SCOTLAND PLC AND WESTLB AG, LONDONBRANCH** (in this capacity, each a **MandatedLead Arranger** and together, the **Mandated Lead Arrangers**);

(5)                                  **THE FINANCIAL INSTITUTIONS**listed in Schedule 1 (Original Parties) as original lenders (the **Original Lenders**); and

(6)                                  **WESTLB AG, LONDON BRANCH** asfacility agent (in this capacity, the **Facility Agent**).

**IT IS AGREED** as follows:

**1.**                                      INTERPRETATION

**1.1**                               Definitions

Inthis Agreement:

**AccessionAgreement**means a letter, substantiallyin the form of Schedule 8 (Form of Accession Agreement), with suchamendments as the Facility Agent and the Company may agree (both actingreasonably).

**AdditionalGuarantor**means a member of the Groupwhich becomes a Guarantor after the Signing Date.

**AdministrativeParty** means a Mandated Lead Arranger or the FacilityAgent.

**Affiliate** means a Subsidiary or a Holding Company of a person or any otherSubsidiary of that Holding Company.

**Amendment and Restatement Agreement**means the amendment and restatement agreement relating to this Agreement datedon or about 10th October, 2005.

**AvailabilityPeriod** means the Facility A Availability Period, theFacility B Availability Period or the Facility C Availability Period.

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**BreakCosts** means the amount (if any) which a Lender isentitled to receive under Clause 26.3 (Break Costs) as compensation if anypart of a Loan or overdue amount is repaid or prepaid.

**BusinessDay** means a day (other than a Saturday or aSunday) on which banks are open for general business in London and Stockholmand:

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

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

**CashBacked Loans** means loans borrowed by amember of the Group, the commercial effect of which is to provide funding fromone member of the Group to another member of the Group and where the lender(s) ofsuch loans have at all times security over cash for the aggregate principalamount outstanding under the loan.

**CIBOR** means for a Term of any Loan or overdue amount in Danish Kroner:

(a)                                  the applicable Screen Rate; or

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

asof 11.00 a.m. (Copenhagen time) on the Rate Fixing Day for the offering ofdeposits in Danish Kroner for a period comparable to that Term.

**Commitment** means:

(a)                                  for an Original Lender, the amount set opposite its name in Schedule 1(Original Parties) and the amount of any other Commitment it acquires and **Facility A Commitment**, **Facility B Commitment**and **Facility C Commitment** shall beconstrued accordingly; and

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

tothe extent not cancelled, transferred or reduced under this Agreement.

**ComplianceCertificate** means a certificatesubstantially in the form of Schedule 7 (Form of Compliance Certificate)setting out, among other things, calculations of the financial covenants.

**DanishKroner**means the lawful currency for the time being ofDenmark.

**DangerousSubstance**means any emissions ofwhatever form and any natural or artificial substance (whether in solid orliquid form or in the form of a gas or vapour and whether alone or incombination with any other substance) which, taking into account theconcentrations and quantities present and the manner in which it is being usedor handled, it is reasonably foreseeable will cause harm to man or any otherliving organism or damage to the Environment (including any controlled,special, hazardous, toxic, radioactive or dangerous waste).

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**Default**means:

(a)                                  an Event of Default; or

(b)                                 an event which would be (with the expiry of a grace period, the givingof notice or the making of any determination under the Finance Documents or anycombination of them) an Event of Default.

**EffectiveDate** has the meaning given to it in the Amendmentand Restatement Agreement.

**EKNFacilities** means short term loanfacilities guaranteed by EKN and provided to members of the Group located inEstonia, Latvia or Lithuania for an aggregate amount of not more thanUS$15,000,000.

**Environment** means the media of air, water and land (wherever occurring) and inrelation to the media of air and water includes, without limitation, the airand water within buildings and the air and water within other natural orman-made structures above or below ground and any water contained in anyunderground strata.

**EnvironmentalApproval**means any authorisationrequired by an Environmental Law.

**EnvironmentalClaim** means any claim by any person in connectionwith:

(a)                                  a breach, or alleged breach, of an Environmental Law;

(b)                                 any accident, fire, explosion or other event of any type involving anemission or substance which is capable of causing harm to any living organismor the environment; or

(c)                                  any other environmental contamination.

**EnvironmentalLaw** means all legislation, regulations or orders(insofar as such regulations or orders have the force of law) to the extentthat they relate to the protection or impairment of the Environment or thecontrol of Dangerous Substances (whether or not in force at the Signing Date)which are capable of enforcement in any applicable jurisdiction by legalprocess.

**EnvironmentalLicence** means any permit, licence, authorisation,consent or other approval required by any Environmental Law.

**EURIBOR** means for a Term of any Loan or overdue amount in euro:

(a)                                  the applicable Screen Rate; or

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

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

**euro** and **EUR** means the single currency ofthe Participating Member States.

**Event of Default** means an event specified as such in Clause 22 (Default).

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**Existing Facility**means the loan agreement dated 22nd August, 2001 (as amended) madebetween, among others, the Company and WestLB AG, London branch (previouslyCIBC World Markets plc) as facility agent.

**ExtensionRequest** has the meaning given to it in Clause 6(Extension of Facility A Final Maturity Date).

**Facility** means a credit facility made available under this Agreement and whendesignated:

(a)                                  **Facility A**means the revolving creditfacility with extension option described in Clause 2.1 (Facility A);

(b)                                 **Facility B**means the revolving creditfacility described in Clause 2.2 (Facility B); and

(c)                                  **Facility C** means the revolving creditfacility described in Clause 2.3 (Facility C).

**FacilityA Availability Period** means, subject toClause 6 (Extension of Facility A Final Maturity Date), the period from andincluding the Signing Date up to and including the date falling one month priorto the Facility A Final MaturityDate.

**FacilityA Final Maturity Date** means subject toClause 6 (Extension of Facility A Final Maturity Date), the date falling 364days after the Signing Date.

**FacilityA Increase** means the amount by whichthe Total Facility A Commitments are increased on the Effective Date, being SEK2,000,000,000.

**FacilityB Availability Period** means the periodfrom and including the Signing Date up to and including the date falling onemonth prior to the Facility B Final Maturity Date.

**FacilityB Final Maturity Date** means the datefalling 5 years after the Signing Date.

**FacilityC Availability Period** means the periodfrom and including the Effective Date up to and including the date falling onemonth prior to the Facility C Final Maturity Date.

**FacilityC Final Maturity Date** means the datefalling 5 years after the Signing Date.

**Facility Office** means the office(s) notifiedby 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,

asthe office(s) through which it will perform its obligations under thisAgreement.

**FeeLetter** means any letter entered into by reference tothis Agreement between one or more Administrative Parties and the Companysetting out the amount of certain fees referred to in this Agreement.

**FinalMaturity Date** means the Facility A FinalMaturity Date, the Facility B Final Maturity Date or the Facility C FinalMaturity Date.

**FinanceDocument** means:

(a)                                  this Agreement;

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(b)                                 a Fee Letter;

(c)                                  an Accession Agreement;

(d)                                 a Resignation Request; or

(e)                                  any other document designated as such by the Facility Agent and theCompany.

**FinanceParty** means a Lender or an Administrative Party.

**FinancialIndebtedness** means any indebtedness inrespect of:

(a)                                  moneys borrowed and debit balances at banks;

(b)                                 any debenture, bond, note, loan stock or other debt security;

(c)                                  any acceptance credit;

(d)                                 receivables sold, assigned or discounted (other than to the extent thereis no recourse to the relevant party);

(e)                                  the acquisition cost of any asset to the extent payable before or afterthe time of acquisition or possession by the party liable where the advance ordeferred payment is arranged primarily as a method of raising finance orfinancing the acquisition of that asset;

(f)                                    any obligation under any lease which is required to be capitalised orwhich is treated as a finance lease under GAAP;

(g)                                 any other transaction (including any forward sale or purchase agreement)which has the commercial effect of a borrowing;

(h)                                 any currency swap or interest swap, cap or collar arrangements or anyother derivative instrument, calculated by reference to the mark-to-marketvaluation of such transaction at the relevant time and in accordance with theusual practice of the counterparty of such transaction; and

(i)                                     any guarantee, indemnity or similar assurance against the indebtedness(of any nature specified in paragraphs (a) to (h) (inclusive) above)of any person, calculated by reference to the outstanding amount of theindebtedness guaranteed, indemnified or subject to such assurance at therelevant time.

**Fitch**means Fitch Ratings Limited or any successor to its rating business.

**GAAP**means accounting principles and practices generally accepted in Sweden.

**Group**means the Parent and its Subsidiaries.

**Guarantor** means an Original Guarantor or an Additional Guarantor.

**HoldingCompany** of any other person, means a company inrespect of which that other person is a Subsidiary.

**IBOR** means CIBOR, LIBOR, EURIBOR, NIBOR or STIBOR (as the case may be).

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**IncreasedCost** means:

(a)                                  an additional or increased cost;

(b)                                 a reduction in the rate of return from a Facility or on its overallcapital; or

(c)                                  a reduction of an amount due and payable under any Finance Document,

whichis incurred or suffered by a Finance Party or any of its Affiliates but only tothe extent attributable to that Finance Party having entered into any FinanceDocument or funding or performing its obligations under any Finance Document.

 **Lender** means:

(a)                                  an Original Lender; or

(b)                                 any person which becomes a Lender after the  Signing Date.

**LIBOR**means for a Term of any Loan or overdue amount not denominated in DanishKroner, euro, Norwegian Kroner or Swedish Kronor:

(a)                                  the applicable Screen Rate; or

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

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

**Loan**means, unless otherwise stated in this Agreement, the principal amountof each borrowing under this Agreement or the principal amount outstanding ofthat borrowing and when designated:

(a)                                  **Facility A** means a loan under FacilityA;

(b)                                 **Facility B** means a loan under FacilityB; and

(c)                                  **Facility C** means a loan under FacilityC.

**MajorityLenders** means, at any time, Lenders:

(a)                                  whose share in the outstanding Loans and whose undrawn Commitments thenaggregate 662/3 per cent. or more of the aggregate of all theoutstanding Loans and the undrawn Commitments of all the Lenders;

(b)                                 if there is no Loan then outstanding, whose undrawn Commitments thenaggregate 662/3 per cent. or more of the Total Commitments; or

(c)                               if there is no Loan then outstanding and the Total Commitments havebeen reduced to zero, whose Commitments aggregated 662/3 per cent. or more of theTotal Commitments immediately before the reduction.

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**MandatoryCost** means the percentage rate per annumcalculated by the Facility Agent under Schedule 4 (Calculation of the MandatoryCost).

**Margin** means:

(a)                                  for a Facility A Loan, 0.20 per cent. per annum; and

(b)                                 for a Facility B Loan or a Facility C Loan, the percentage rate perannum calculated in accordance with the table in Clause 10.3(b) (Marginadjustment) by reference to the pro forma calculation of the ratio ofConsolidated Total Net Debt to Consolidated EBITDA delivered to the FacilityAgent before the Effective Date pursuant to the Amendment and RestatementAgreement under which the Effective Date occurred.

**MaterialAdverse Effect** means a material adverseeffect on:

(a)                                  the business or financial condition of the Group taken as a whole;

(b)                                 the ability of any Obligor to perform any of its payment or othermaterial obligations under any Finance Document; or

(c)                                  the validity or enforceability of any material terms of any FinanceDocument.

**MaterialSubsidiary** means, at any time, aSubsidiary of the Parent whose EBITDA then equals or exceeds 10 per cent. ofthe Consolidated EBITDA of the Group.

Forthis purpose:

(a)                                  the EBITDA of a Subsidiary of the Parent will be determined from itsfinancial statements (unconsolidated if it has Subsidiaries) upon which thelatest audited financial statements of the Group have been based;

(b)                                 if a Subsidiary of the Parent becomes a member of the Group after thedate on which the latest audited financial statements of the Group have beenprepared, the EBITDA of that Subsidiary will be determined from its latestaudited financial statements;

(c)                                  the EBITDA of the Group will be determined from its latest auditedfinancial statements, adjusted (where appropriate) to reflect the EBITDA of anycompany or business subsequently acquired or disposed of; and

(d)                                 if a Material Subsidiary disposes of all or substantially all of itsassets to another Subsidiary of the Parent, it will immediately cease to be aMaterial Subsidiary and the other Subsidiary (if it is not already) willimmediately become a Material Subsidiary; the subsequent financial statementsof those Subsidiaries and the Group will be used to determine whether thoseSubsidiaries are Material Subsidiaries or not.

Ifthere is a dispute as to whether or not a company is a Material Subsidiary, acertificate of the auditors of the Parent will be, in the absence of manifesterror, conclusive.

**MaturityDate** means the last day of the Term of a Loan.

**Moody’s**means Moody’s Investors Service Limited or any successor to its ratingbusiness.

**NetProceeds** means, in respect of adisposal, the consideration received in cash by any member or members of theGroup in respect of the disposal to any person who is not a

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memberof the Group of all or any part of its business, undertaking or assets net ofall Taxes applicable on, or to any gain resulting from, the disposal and net ofall reasonable third party costs, fees or expenses incurred by continuingmembers of the Group in arranging and effecting that disposal.

**NIBOR** means for a Term of any Loan or overdue amount in Norwegian Kroner:

(a)                                  the applicable Screen Rate; or

(b)                                 if no Screen Rate is available for Norwegian Kroner or the Term of thatLoan or overdue amount, the arithmetic mean (rounded upward to four decimalplaces) of the rates, as supplied to the Facility Agent as its request, quotedby the Reference Banks to leading banks in the Norwegian interbank market.

asof 12.00 noon (Oslo time) on the Rate Fixing Day for the offering of depositsin Norwegian Kroner for a period comparable to that Term.

**NorwegianKroner** means the lawful currency for the time beingof Norway.

**Obligor**means the Company or a Guarantor.

**OriginalFinancial Statements** means the auditedconsolidated financial statements of the Parent for the year ended 31stDecember, 2003.

**OriginalObligor**means the Company or theOriginal Guarantor.

**ParticipatingMember State** means a member state of theEuropean Communities that adopts or has adopted the euro as its lawful currencyunder the legislation of the European Community for Economic Monetary Union.

**Party**means a party to this Agreement.

**PermittedAcquisitions**means:

(a)                                  acquisitions permitted under Clause 21.6(b)(vii) (Disposals);

(b)                                 the issue of shares or equivalent equity interests in a member of theGroup pro rata to its existing shareholders;

(c)                                  the acquisition of all outstanding shares in UTA Telekom AG (**UTA**) provided that the total consideration payable inrespect of such acquisition is not greater than EUR 220,000,000 (or itsequivalent in other currencies), as increased by any cash balances of UTAremaining in UTA after the acquisition and as reduced by any Financial Indebtednessof UTA remaining outstanding after the acquisition;

(d)                                 the acquisition of all outstanding shares in Versatel, pursuant to atender offer announced by Tele2 Netherlands B.V and Versatel on 18 July, 2005,for a total consideration (net of proceeds received for the disposal referredto in Clause 21.6(b)(x) (Disposals) at or before the time of theacquisition)) not exceeding EUR 900,000,000, provided that the netconsideration may exceed this amount if the requirements of paragraph (g) beloware complied with;

(e)                                  the acquisition of all outstanding shares in Comunitel Global S.A. for atotal consideration not exceeding EUR 257,000,000;

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(f)                                    the acquisition of assets or businesses provided that the totalconsideration payable by the Group in respect of such acquisition is notgreater than:

(i)                                     SEK 500,000,000 (or its equivalent) for any single transaction orconnected series of transactions; and

(ii)                                  SEK 1,000,000,000 (or its equivalent) in aggregate in any financial yearof the Group; and

(g)                                 any other acquisition of assets or businesses which are related to thebusiness of the Group, provided that:

(i)                                     no Default is outstanding or will occur as a result of the acquisition;and

(ii)                                  the Company provides the Facility Agent with a certificate signed by twoauthorised signatories of the Company within 10 Business Days of the relevantacquisition, confirming that the Company would have been in compliance with thefinancial covenants contained in Clause 20 (Financial covenants) if they hadbeen tested on the date of completion of the acquisition (the **Completion Date**) on a pro forma basis (for the purposes ofdetermining the calculation of Consolidated EBITDA only, by reference to theRatio Period in respect of which a Compliance Certificate has most recentlybeen given (or if no Compliance Certificate has been given, by reference to the12 month period ending on the Completion Date), as if the acquisition had beencompleted at the beginning of the relevant Ratio Period (or 12 month period))and taking into account the effect of the payment of the consideration for theacquisition and the incurrence of any Financial Indebtedness required to beincurred by any member of the Group to finance the acquisition.

**PermittedSecuritisation**means any securitisation ofreceivables originated by a member of the Group provided that the programmelimits (being the maximum indebtedness that may be outstanding under therelevant securitisation at any time) in respect of all such securitisations donot exceed SEK 2,000,000,000 in aggregate at any time.

**ProjectFinance Indebtedness**means anyindebtedness (in an aggregate principal amount for all members of the Group notexceeding SEK 1,000,000,000 (or its equivalent) (excluding, for this purpose,indebtedness incurred under sub-paragraph (a) below)) incurred by a debtorto finance the ownership, acquisition, construction, development and/oroperation of an asset or connected group of assets in respect of which theperson or persons to whom such indebtedness is, or may be, owed have no recoursewhatsoever for the repayment of or payment of any sum relating to suchindebtedness other than:

(a)                                  recourse to the Parent in respect of a guarantee by the Parent inrelation to Financial Indebtedness of the Swedish Joint Venture Company wherethe actual and contingent indebtedness of the Parent thereunder does not exceeda principal amount which is the lower of:

(i)                                     50 per cent. of the principal amount of Financial Indebtedness of theSwedish Joint Venture Company covered by the guarantee; and

(ii)                                  SEK 3,500,000,000; and/or

(b)                                 recourse to such debtor for amounts limited to the cash flow from suchasset; and/or

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(c)                                  recourse to such debtor generally, which recourse is limited to a claimfor damages (other than liquidated damages and damages required to be calculatedin a specified way) for breach of an obligation, representation or warranty(not being a payment obligation, representation or warranty or an obligation,representation or warranty to procure payment by another or an obligation,representation or warranty to comply or to procure compliance by another withany financial ratios or other test of financial condition) by the personagainst whom such recourse is available; and/or

(d)                                 if such debtor has been established specifically for the purpose of constructing,developing, owning and/or operating the relevant asset and such debtor owns noother assets and carries on no other business, recourse to all of the materialassets and undertaking of such debtor and the shares in the capital of suchdebtor and shareholder loans made to such debtor; and/or

(e)                                  recourse to the Company or a Guarantor in respect of guarantees given bythe Company or a Guarantor in respect of Project Finance Indebtedness providedthat the actual and contingent indebtedness of the Parent and the Guarantorsthereunder does not exceed SEK 500,000,000 in aggregate (excluding, for thispurpose, the guarantee given by the Parent under sub-paragraph (a) above).

**Pro RataShare** means:

(a)                                  for the purpose of determining a Lender’s share in a utilisation of aFacility, the proportion which its Commitment under that Facility bears to allthe Commitments under that Facility; and

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

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

(ii)                                  if there is no Loan outstanding on that date, the proportion which itsCommitment bears to the Total Commitments on that date; or

(iii)                               if the Total Commitments have been cancelled, the proportion which itsCommitment bore to the Total Commitments immediately before being cancelled.

**RateFixing 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 Loandenominated in any other currency (other than euro); or

(c)                                  the second TARGET Day before the first day of a Term for a Loandenominated in euro,

orsuch other day as the Facility Agent determines is generally treated as therate fixing day by market practice in the relevant interbank market.

**ReferenceBanks** means the Facility Agent, ABN AMRO Bank, N.V.and The Royal Bank of Scotland plc and any other bank or financial institutionappointed as such by the Facility Agent under this Agreement.

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**RepeatingRepresentations** means the representationswhich are deemed to be repeated under Clause 18.17 (Times for makingrepresentations).

**ReportingDates** means 31st March, 30th June, 30th September and31st December in each year (each, a **Reporting Date**).

**Request** means a request for a Loan, substantially in the form of Schedule 3 (Form ofRequest).

**ResignationRequest**means a letter in the formof Schedule 9 (Form of Resignation Request), with such amendments as theFacility Agent and the Company may agree.

**RolloverLoan** means one or more Loans:

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

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

(c)                                  in the same currency, and under the same Facility, as the maturing Loan;and

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

**S&P**means Standard & Poor’s Rating Services, a division of TheMcGraw-Hill Companies, Inc. or any successor to its ratings business.

**ScreenRate**means:

(a)                                  for LIBOR, the British Bankers Association Interest Settlement Rate;

(b)                                 for EURIBOR, the percentage rate per annum determined by the BankingFederation of the European Union;

(c)                                  for CIBOR page DKNA13;

(d)                                 for NIBOR, page NIBR; and

(e)                                  for STIBOR, page SIOR,

forthe relevant currency and Term displayed on the appropriate page of theTelerate or, as the case may be, Reuters screen selected by the Facility Agent.If the relevant page is replaced or the service ceases to be available,the Facility Agent (after consultation with the Company and the Lenders) mayspecify another page or service displaying the appropriate rate.

**SecurityInterest** means any mortgage, pledge,lien, charge, assignment, hypothecation or security interest or any otheragreement or arrangement having a similar effect.

**SigningDate** means the date of this Agreement (being 23rdNovember, 2004).

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

**STIBOR** means for a Term of any Loan or overdue amount denominated in SwedishKronor:

(a)                                  the applicable Screen Rate; or

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

asof 11.00 a.m. (Stockholm time) on the Rate Fixing Day for the offering ofdeposits in Swedish Kronor for a period comparable to that Term.

**Subsidiary** means an entity of which a person has direct or indirect control orowns directly or indirectly more than 50 per cent. of the voting capital orsimilar right of ownership and **control** forthis purpose means the power to direct the management and the policies of theentity whether through the ownership of voting capital, by contract orotherwise.

**SwedishJoint Venture**means the joint venturebetween the Parent, the Company, Telia AB and Telia Mobile AB for the jointexploitation of the Swedish UMTS licence initially granted to the Company.

**Swedish JointVenture Company**means the company(s) and/orpartnership(s) through which the Swedish Joint Venture is conducted, whichcompany(s) and/or partnership(s) have no assets or liabilities otherthan pursuant to, or in connection with, the Swedish Joint Venture.

**SwedishKronor** and **SEK** means thelawful currency for the time being of the Kingdom of Sweden.

**TARGETDay** means a day on which the Trans-EuropeanAutomated Real-time Gross Settlement Express Transfer payment system is openfor the settlement of payments in euro.

**Tax** means any tax, levy, impost, duty or other charge or withholding of asimilar nature (including any related penalty or interest).

**TaxDeduction** means a deduction orwithholding for or on account of Tax from a payment under a Finance Document.

**TaxPayment** means a payment made by an Obligor to aFinance Party in any way relating to a Tax Deduction or under any indemnitygiven by that Obligor in respect of Tax under any Finance Document.

**Term** means each period determined under this Agreement by reference to whichinterest on a Loan or an overdue amount is calculated.

**TotalCommitments** means the aggregate for thetime being of the Total Facility A Commitments, the Total Facility BCommitments and the Total Facility C Commitments.

**TotalFacility A Commitments** means the aggregatefor the time being of the Facility A Commitments.

**TotalFacility B Commitments** means the aggregatefor the time being of the Facility B Commitments.

**TotalFacility C Commitments** means the aggregatefor the time being of the Facility C Commitments.

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**TransferCertificate** 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 orany other form agreed between the Facility Agent and the Company.

**U.K.** means the United Kingdom.

**UMTS** means Universal Mobile Telecommunication System.

**U.S.Dollars** and**US$** means thelawful currency for the time being of the United States of America.

**Utilisation** means a utilisation of a Facility.

**UtilisationDate** means each date on which a Facility isutilised.

**Versatel** means Versatel Telecom International N.V.

**1.2**                               Construction

(a)                                  The following definitions have the meanings given to them in Clause 20(Financial covenants):

(i)                                     Consolidated Cash and Cash Equivalents;

(ii)                                  Consolidated EBITDA;

(iii)                               Consolidated Interest Expense;

(iv)                              Consolidated Total Debt;

(v)                                 Consolidated Total Net Debt;

(vi)                              Net Financial Expenses; and

(vii)                           Ratio Period.

(b)                                 In this Agreement, unless the contrary intention appears, a referenceto:

(i)                                     an **amendment** includes a supplement,novation, restatement or re-enactment and **amended** will beconstrued accordingly;

(ii)                                  **assets** includes present and futureproperties, revenues and rights of every description;

(iii)                               an **authorisation** includes anauthorisation, consent, approval, resolution, licence, exemption, filing,registration or notarisation;

(iv)                              **disposal** means a sale, transfer,grant, lease or other disposal, whether voluntary or involuntary, and **dispose** will be construed accordingly;

(v)                                 **indebtedness** includes any obligation(whether incurred as principal or as surety) for the payment or repayment ofmoney;

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(vi)                              **know your customer****requirements** are the identification checks that a FinanceParty requests in order to meet its obligations under any applicable law orregulation to identify a person who is (or is to become) its customer;

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

(viii)                        a **regulation** includes any regulation,rule, official directive, request or guideline (whether or not having the forceof law but, if not having the force of law, being of a type with which anyperson to which it applies is accustomed to comply) of any governmental,inter-governmental or supranational body, agency, department or regulatory,self-regulatory or other authority or organisation;

(ix)                                a currency is a reference to the lawful currency for the time being ofthe relevant country;

(x)                                   a Default being **outstanding**means that it has not been remedied or waived;

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

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

(xiii)                          a Party or any other person includes its successors in title, permittedassigns and permitted transferees;

(xiv)                         a Finance Document or another document is a reference to that FinanceDocument or other document as amended; and

(xv)                            a time of day is a reference to London time unless otherwise specified.

(c)                                  Unless the contrary intention appears, a reference to a **month** or **months** is areference to a period starting on one day in a calendar month and ending on thenumerically corresponding day in the next calendar month or the calendar monthin which it is to end, except that:

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

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

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

(d)                                 Unless expressly provided to the contrary in a Finance Document, aperson who is not a party to a Finance Document may not enforce any of itsterms under the Contracts (Rights of Third Parties) Act 1999 and,notwithstanding any term of any Finance Document, no consent of any third partyis required for any variation (including any release or compromise of anyliability) or termination of any Finance Document.

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(e)                                  Unless the contrary intention appears:

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

(ii)                                  a word or expression used in any other Finance Document or in any noticegiven in connection with any Finance Document has the same meaning in that FinanceDocument or notice as in this Agreement; and

(iii)                               any obligation of an Obligor under the Finance Documents which is not apayment obligation remains in force for so long as any payment obligation of anObligor is or may be outstanding under the Finance Documents.

(f)                                    The headings in this Agreement do not affect its interpretation.

**2.**                                      FACILITIES

**2.1**                               Facility A

Subjectto the terms of this Agreement, the Lenders make available to the Company amulticurrency revolving credit facility (with an extension option) in anaggregate amount equal to the Total Facility A Commitments.

**2.2**                               Facility B

Subjectto the terms of this Agreement, the Lenders make available to the Company amulticurrency revolving credit facility, in an aggregate amount equal to theTotal Facility B Commitments.

**2.3**                               Facility C

Subjectto the terms of this Agreement, the Lenders make available to the Company amulticurrency revolving credit facility, in an aggregate amount equal to theTotal Facility C Commitments.

**2.4**                               Nature of a Finance Party’s rights and obligations

Unlessall the Finance Parties agree otherwise:

(a)                                  the obligations of a Finance Party under the Finance Documents areseveral;

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

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

(d)                                 the rights of a Finance Party under the Finance Documents are separateand independent rights;

(e)                                  a Finance Party may, except as otherwise stated in the FinanceDocuments, separately enforce those rights; and

(f)                                    a debt arising under the Finance Documents to a Finance Party is aseparate and independent debt.

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**3.**                                      PURPOSE

**3.1**                               Facility A Loans

EachFacility A Loan may only be used for the short term liquidity requirements ofthe Group.

**3.2**                               Facility B Loans

EachFacility B Loan may only be used:

(i)                                     to repay the Existing Facility and to pay any breakage or other costsassociated with such repayment;

(ii)                                  for the general corporate and working capital purposes of the Group; and

(iii)                               to finance the acquisition of all outstanding shares in UTA Telekom AG(to the extent the acquisition falls within paragraph (c) of thedefinition of Permitted Acquisition).

**3.3**                               Facility C Loans

EachFacility C Loan may only be used:

(a)                                  to finance the acquisitions referred to in, and on the terms permittedby, paragraphs (d) and (e) of the definition of PermittedAcquisition; and

(b)                                 for the general corporate and working capital purposes of the Group.

**3.4**                               No obligation to monitor

NoFinance Party is bound to monitor or verify the utilisation of a Facility.

**4.**                                      CONDITIONS PRECEDENT

**4.1**                               Conditions precedent documents

ARequest may not be given until the Facility Agent has notified the Company andthe Lenders that it has received all of the documents and evidence set out in Part 1of Schedule 2 (Conditions precedent documents) in form and substancesatisfactory to the Facility Agent. The Facility Agent must give thisnotification to the Company and the Lenders promptly upon being so satisfied.

**4.2**                               Further conditions precedent

Theobligations of each Lender to participate in any Loan are subject to thefurther conditions precedent that on both the date of the Request and theUtilisation Date for that Loan:

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

(b)                                 no Default or, in the case of a Rollover Loan, no Event of Default isoutstanding or would result from the Loan.

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**4.3**                               Maximum number

Unlessthe Facility Agent agrees, a Request may not be given if, as a result, therewould be more than 15 Loans outstanding.

**5.**                                      UTILISATION - LOANS

**5.1**                               Giving of Requests

(a)                                  The Company may borrow a Loan by giving to the Facility Agent a dulycompleted Request.

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

(c)                                  Each Request is irrevocable.

**5.2**                               Completion of Requests

ARequest for a Loan will not be regarded as having been duly completed unless:

(a)                                  it identifies the Facility the Loan applies to;

(b)                                 the Utilisation Date is a Business Day falling within the AvailabilityPeriod for the relevant Facility;

(c)                                  the amount of the Loan requested is:

(i)                                     a minimum of SEK 100,000,000 (or an amount which complies with Clause 7(Optional Currencies) and an integral multiple of 10,000,000 units of thatcurrency);

(ii)                                  the maximum undrawn amount available under the relevant Facility on theproposed Utilisation Date; or

(iii)                               such other amount as the Facility Agent may agree;

(d)                                 the proposed currency and Term comply with this Agreement; and

(e)                                  it certifies that the Loans will be applied in accordance with Clause 3(Purpose).

Onlyone Loan may be requested in a Request.

**5.3**                               Advance of Loan

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

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

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

(i)                                     its share in the Loans under a Facility would exceed its commitment forthat Facility; or

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(ii)                                  the Loans would exceed the Total Commitments.

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

**6.**                                      EXTENSION OF FACILITY A FINAL MATURITY DATE

(a)                                  The Company may request that the Facility A Final Maturity Date beextended for a period of 12 months by giving notice to the Facility Agent nomore than 40 days, and not less than 20 days, before the then current FacilityA Final Maturity Date (the **Extension Request**).

(b)                                 If one or more of the Lenders agree to the Extension Request (by noticein writing to the Facility Agent) by the date falling 10 days before theFacility A Final Maturity Date (each an **Extending Lender**),the Facility A Final Maturity Date, in respect of the Facility A Commitment ofeach Extending Lender, will be extended for a further period of 12 months andthe Facility A Final Maturity Date in respect of each Extending Lender willaccordingly be the Facility A Final Maturity Date as so extended.

(c)                                  Any request for an Extension Request is irrevocable.

(d)                                 The Company must pay to the Facility Agent, on the original Facility AFinal Maturity  Date, a fee in SwedishKronor of 0.025 per cent. flat on the amount of the Facility A Commitments ofthe Extending Lenders (other than Facility A Commitments in respect of theFacility A Increase)  on the originalFacility A Final Maturity Date (for distribution to the Extending Lenders prorata to each Extending Lender’s Facility A Commitment (other than Facility ACommitments in respect of the Facility A Increase)).

(e)                                  No Lender is under any obligation to agree to an Extension Request.

**7.**                                      OPTIONAL CURRENCIES

**7.1**                               General

In this Clause:

**Agent’sSpot Rate of Exchange** means the FacilityAgent’s spot rate of exchange for the purchase of the relevant currency in theLondon foreign exchange market with Swedish Kronor as of 11.00 a.m. on aparticular day.

**SwedishKronor****Amount** of aLoan or part of a Loan means:

(a)                                  if the Loan is denominated in Swedish Kronor, its amount; or

(b)                                 if the Loan is denominated in an Optional Currency, its equivalent inSwedish Kronor calculated on the basis of the Agent’s Spot Rate of Exchange oneBusiness Day before the Rate Fixing Day for that Term.

**OptionalCurrency** means any currency (otherthan Swedish Kronor) in which a Loan may be denominated under this Agreement.

**7.2**                               Selection

(a)                                  The Company must select the currency of a Loan in its Request.

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(b)                                 The amount of a Loan requested in an Optional Currency must be a minimumamount of the equivalent of SEK 100,000,000 and, if required by the FacilityAgent, an integral multiple of 10,000,000 units of that currency.

(c)                                  Unless the Facility Agent otherwise agrees, the Loans may not bedenominated at any one time in more than six currencies.

**7.3**                               Conditions relating to Optional Currencies

(a)                                  A Loan may be denominated in an Optional Currency for a Term if:

(i)                                     that Optional Currency is readily available in the amount required andfreely convertible into Swedish Kronor in the London foreign exchange market onthe Rate Fixing Day and the first day of that Term; and

(ii)                                  that Optional Currency is euro, Danish Kroner, Norwegian Kroner,Sterling, US Dollars 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 acurrency 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 Loan in that currency.

**7.4**                               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 therelevant interbank market in the amount and for the period required; or

(ii)                                  participating in a Loan in the proposed Optional Currency mightcontravene any law or regulation applicable to it,

theFacility Agent must give notice to the Company to that effect promptly and inany event before 11.00 a.m. on that day.

(b)                                 In this event:

(i)                                     that Lender must participate in the Loan in Swedish Kronor; and

(ii)                                  the share of that Lender in the Loan and any other similarly affectedLender(s) will be treated as a separate Loan denominated in Swedish Kronorduring that Term.

(c)                                  Any part of a Loan treated as a separate Loan under this Subclause willnot be taken into account for the purposes of any limit on the number of Loansor currencies outstanding at any one time.

(d)                                 A Loan will still be treated as a Rollover Loan if it is not denominatedin the same currency as the maturing Loan by reason only of the operation ofthis Subclause.

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**7.5**                               Optional Currency equivalents

Theequivalent in Swedish Kronor of a Loan or part of a Loan in an OptionalCurrency for the purposes of calculating:

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

(b)                                 the amount of a Loan;

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

(d)                                 the amount of any repayment or prepayment of a Loan; or

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

isits Swedish Kronor Amount.

**7.6**                               Notification

TheFacility Agent must notify the Lenders and the Company of the relevant SwedishKronor Amount (and the applicable Agent’s Spot Rate of Exchange) promptly afterthey are ascertained.

**8.**                                      REPAYMENT

(a)                                  The Company must repay each Loan in full on its Maturity Date.

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

**9.**                                      PREPAYMENT AND CANCELLATION

**9.1**                               Mandatory prepayment - illegality

(a)                                  A Lender must notify the Company promptly if it becomes aware that it isunlawful in any jurisdiction for that Lender to perform any of its obligationsunder a Finance Document or to fund or maintain its share in any Loan.

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

(i)                                     the Company must repay or prepay the share of that Lender in each Loanmade to it on the date specified in paragraph (c) below; and

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

(c)                                  The date for repayment or prepayment of a Lender’s share in a Loan willbe:

(i)                                     the last day of the current Term of that Loan; or

(ii)                                  if earlier, the date specified by the Lender in the notification underparagraph (a) above and which must not be earlier than the last day of anyapplicable grace period allowed by law.

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** **

**9.2**                               Mandatory Prepayment Upon Control Event

(a)                                  If a Control Event occurs:

(i)                                     the Company shall promptly notify the Facility Agent upon becoming awareof such Control Event; and

(ii)                                  if the Majority Lenders so require, the Facility Agent shall, by not lessthan 20 Business Days’ notice to the Company, cancel the Total Commitments anddeclare all outstanding Loans, together with all accrued interest, fees andother amounts outstanding under the Finance Documents immediately due andpayable, whereupon the Total Commitments will be cancelled and all suchoutstanding amounts will become immediately due and payable.

(b)                                 For the purposes of this Clause 9.2:

(i)                                     a **Control Event**occurs if any person orgroup of persons acting in concert (other than a Stenbeck Party) directly orindirectly acquires, at any time after the Signing Date , beneficial ownershipof shares in the Parent to which attach more than the higher of:

(A)                              30 per cent. of the voting rights attaching to all of the issued sharecapital of the Parent at that time; and

(B)                                the percentage of voting rights attaching to all of the issued sharecapital of the Parent held by one or more Stenbeck Party at that time,

otherthan with the prior written consent of the Majority Lenders (such consent notto be unreasonably withheld). For these purposes, but without limitation, itshall not be unreasonable for any Lender to withhold its consent if it confirmsto the Company that the Control Event, in its opinion, has caused or will causea deterioration in the credit quality of the Group, or has caused or will causeany internal or regulatory limit applicable to that Lender to be breached;

(ii)                                  a **Stenbeck Party**is the estate of Mr JanStenbeck or any of his siblings, uncles, aunts, children, grandchildren orremoter issue or any spouse of any of the foregoing persons or the executors,trustees or other legal representatives of the estate or any assets of any ofthe foregoing persons; and

(iii)                               **acting in concert**meansacting together pursuant to an agreement or understanding (whether formal orinformal).

**9.3**                               Mandatory prepayment - disposals

(a)                                  If any member of the Group receives any Net Proceeds in respect of thedisposal of any of the assets, business or undertaking of any member of theGroup, the Company shall notify the Facility Agent of the receipt within 10Business Days after the receipt and shall (if so requested in writing by theMajority Lenders) apply, or shall procure that there is applied, an amountequal to the Net Proceeds of such disposal in or towards prepayment of theLoans in accordance with this Clause, provided that the foregoing requirementto prepay or notify shall not apply where:

(i)                                     the Company notifies the Facility Agent within 10 Business Days afterthe date of this disposal that Net Proceeds of such disposal are to be appliedin reinvestment in

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thebusiness of the Group, and those Net Proceeds are so reinvested within 180 daysof the date of disposal or, if later, of the date of receipt of the relevantNet Proceeds; or

(ii)                                  the disposal is permitted by Clause 21.6(b)(i), (ii), (iv), (vi),(vii) or(x) (Disposals); or

(iii)                               the disposal is permitted by Clause 21.6(b)(iii), (v), (viii) or (ix) (Disposals) and the Net Proceeds of the disposal, when aggregated with the NetProceeds of all other such disposals in the same financial year of the Group,do not exceed SEK 1,000,000,000 (or its equivalent).

(b)                                 Any prepayment under this sub-clause must be made:

(i)                                     on or before the last day of the Term(s) of the Loan(s) to beprepaid current at the time the relevant Net Proceeds were received; or

(ii)                                  if the Net Proceeds of the disposal are to be reinvested in the businessof the Group in accordance with paragraph (a)(i) above, at the end of the180 day period within which such reinvestment must occur, if such reinvestmenthas not occurred by then.

(c)                                  Any prepayment of the Loans under this sub-paragraph must be applied:

(i)                                     first, in prepayment of Facility B Loans and Facility C Loans, pro ratabetween Facility B and Facility C; and

(ii)                                  secondly, in prepayment of Facility A Loans.

**9.4**                               Voluntary prepayment

(a)                                  The Company may, by giving not less than five Business Days’ priornotice to the Facility Agent, prepay any Loan at any time in whole or in part.

(b)                                 A prepayment of part of a Loan must be in a minimum amount ofSEK 100,000,000 and an integral multiple of SEK 10,000,000.

**9.5**                               Automatic cancellation

(a)                                  Subject to Clause 6 (Extension of Facility A Final Maturity Date), theFacility A Commitment of each Lender will be automatically cancelled at theclose of business on the Facility A Final Maturity Date.

(b)                                 The Facility B Commitment of each Lender will be automatically cancelledat the close of business on the last day of the Facility B Availability Period.

(c)                                  The Facility C Commitment of each Lender will be automatically cancelledat the close of business on the last day of the Facility C Availability Period.

**9.6**                               Voluntary cancellation

(a)                                  The Company may, by giving not less than three Business Days’ priornotice to the Facility Agent, cancel the unutilised amount of the TotalCommitments in whole or in part.

(b)                                 Partial cancellation of the Total Commitments must be in a minimumamount of SEK 100,000,000 and an integral multiple of SEK 10,000,000.

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(c)                                  Any cancellation in part will be applied against the Commitment of eachLender pro rata.

**9.7**                               Involuntary prepayment and cancellation

(a)                                  If the Company is, or will be, required to pay to a Lender:

(i)                                     a Tax Payment;

(ii)                                  an Increased Cost; or

(iii)                               any amount under paragraph 3 of Schedule 4 (Calculation of the MandatoryCost),

theCompany may, while the requirement continues, give notice to the Facility Agentrequesting prepayment and cancellation in respect of that Lender.

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

(i)                                     the Company must repay or prepay that Lender’s share in each Loan madeto it on the date specified in paragraph (c) below; and

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

(c)                                  The date for repayment or prepayment of a Lender’s share in a Loan willbe:

(i)                                     the last day of the Term for that Loan; or

(ii)                                  if earlier, the date specified by the Company in its notification.

**9.8**                               Re-borrowing of Loans

Anyvoluntary prepayment of a Loan may be re-borrowed on the terms of thisAgreement. Any mandatory or involuntary prepayment of a Loan may not bere-borrowed.

**9.9**                               Miscellaneous provisions

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

(b)                                 All prepayments under this Agreement must be made with accrued intereston the amount prepaid. No premium or penalty is payable in respect of anyprepayment except for Break Costs.

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

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

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

(f)                                    Where there is a mandatory or involuntary prepayment of a Loan, therelevant Commitments will, at the same time, be reduced by the same amount.

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(g)                                 If there are no Loans to be prepaid under a particular Facility, theCommitments in respect of that Facility will be reduced by the amount of theLoans which would have been prepaid under that Facility if they wereoutstanding at that time.

**10.**                               INTEREST

**10.1**                        Calculation of interest

Therate of interest on each Loan for each Term is the percentage rate per annumequal to the aggregate of the applicable:

(a)                                  Margin;

(b)                                 IBOR; and

(c)                                  Mandatory Cost.

**10.2**                        Payment of interest

Exceptwhere it is provided to the contrary in this Agreement, the Company must pay accruedinterest on each Loan made to it on the last day of each Term and also, if theTerm is longer than six months, on the dates falling at six-monthly intervalsafter the first day of that Term.

**10.3**                        Margin adjustment

(a)                                  Subject to the following provision of this Clause 10.3, on and fromthe Effective Date, the Margin in respect of each Facility B Loan and eachFacility C Loan shall be the percentage rate per annum calculated in accordancewith the table in paragraph (b) below by reference to the pro formacalculation of the ratio of Consolidated Total Net Debt to Consolidated EBITDAdelivered to the Facility Agent before the Effective Date pursuant to theAmendment and Restatement Agreement.

(b)                                 Subject to paragraph (c) below, the Margin in respect of Facility Band Facility C will be adjusted (upwards or downwards) to the percentage rateper annum specified below opposite the range into which the ratio ofConsolidated Total Net Debt to Consolidated EBITDA (as calculated under Clause20.3 (Consolidated Total Net Debt to Consolidated EBITDA)), as shown in themost recent Compliance Certificate, falls:

 

| **Ratio of Consolidated Total Net Debt  to Consolidated EBITDA** | ** ** | **Margin**     |
|------------------------------------------------------------------|------------|----------------|
| ** **                                                       | ** ** | ** **     |
| greater than or equal to 3.00:1                                  |       | 0.50 per cent  |
|                                                             |       |           |
| greater than or equal to 2.50:1  (but less than 3.00:1)          |       | 0.45 per cent. |
|                                                             |       |           |
| greater than or equal to 2.00:1  (but less than 2.50:1)          |       | 0.40 per cent. |
|                                                             |       |           |
| greater than or equal to 1.50:1  (but less than 2.00:1)          |       | 0.35 per cent. |
|                                                             |       |           |
| greater than or equal to 1.00:1  (but less than 1.50:1)          |       | 0.30 per cent. |

 

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| less than 1.00:1 |   | 0.25 per cent. |
|------------------|--------|----------------|

(c)                                  Any change in the Margin will in respect of Facility B and Facility C,subject to paragraph (d) below, apply:

(i)                                     to each Facility B Loan and Facility C Loan made, or (if it isoutstanding) from the start of its next Term, after the date of receipt by theFacility Agent of the relevant Compliance Certificate; and

(ii)                                  to the commitment fee payable under Clause 25.2 (Commitment Fee), witheffect from the date the relevant Compliance Certificate is delivered.

(d)                                 For so long as:

(i)                                     the Company is in default of its obligation under this Agreement toprovide a Compliance Certificate; or

(ii)                                  an Event of Default is outstanding,

theMargin in respect of Facility B Loans and Facility C Loans will be the highestapplicable rate, being 0.50 per cent. per annum.

(e)                                  If the Margin has been calculated on the basis of a ComplianceCertificate but would have been higher if it had been based on the subsequentfinancial statements of the Company the Margin will instead be calculated byreference to the relevant financial statements of the Company. Any change willhave a retrospective effect. If, in this event, any amount of interest has beenpaid by the Company on the basis of the Compliance Certificate, the Companymust immediately pay to the Facility Agent any shortfall in the amount whichwould have been paid to the Lenders if the Margin had been calculated byreference to the relevant financial statements.

**10.4**                        Interest on overdue amounts

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

(b)                                 Interest on an overdue amount is payable at a rate determined by theFacility Agent to be one per cent. per annum above the rate which would havebeen payable if the overdue amount had, during the period of non-payment,constituted a Loan in the currency of the overdue amount. For this purpose, theFacility Agent may (acting reasonably):

(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 aprincipal amount of a Loan and becomes due and payable before the last day ofits current Term, then:

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

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

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

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

**10.5**                        Notification of rates of interest

TheFacility Agent must promptly notify each relevant Party of the determination ofa rate of interest under this Agreement.

**11.**                               TERMS

**11.1**                        Selection

(a)                                  Each Loan has one Term only.

(b)                                 The Company must select the Term for a Loan in the relevant Request.

(c)                                  Subject to the following provisions of this Clause, each Term for a Loanwill be one, two, three or six months or any other period agreed by the Companyand the Lenders.

**11.2**                        No overrunning the Final Maturity Date

If aTerm would otherwise overrun the applicable Final Maturity Date, it will beshortened so that it ends on the Final Maturity Date.

**11.3**                        Notification

TheFacility Agent must notify each relevant Party of the duration of each Termpromptly after ascertaining its duration.

**12.**                               MARKET DISRUPTION

**12.1**                        Failure of a Reference Bank to supply a rate

IfIBOR is to be calculated by reference to the Reference Banks but a ReferenceBank 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 basisof the rates of the remaining Reference Banks.

**12.2**                        Market disruption

(a)                                  In this Clause, each of the following events is a **marketdisruption event**:

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

(ii)                                  the Facility Agent receives by close of business on the Rate Fixing Daynotification from Lenders whose shares in the relevant Loan exceed 50 per cent.of that Loan that the cost to them of obtaining matching deposits in therelevant interbank market is in excess of IBOR for the relevant Term.

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

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(c)                                  After notification under paragraph (b) above, the rate of intereston each Lender’s share in the affected Loan for the relevant Term will be theaggregate 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, tobe that which expresses as a percentage rate per annum the cost to that Lenderof funding its share in that Loan from whatever source it may reasonablyselect; and

(iii)                               Mandatory Cost.

**12.3**                        Alternative basis of interest or funding

(a)                                  If a market disruption event occurs and the Facility Agent or theCompany so requires, the Company and the Facility Agent must enter intonegotiations for a period of not more than 30 days with a view to agreeing analternative basis for determining the rate of interest and/or funding for theaffected Loan.

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

**13.**                               TAXES

**13.1**                        General

Inthis Clause **Tax Credit** means a credit againstany Tax or any relief or remission for Tax (or its repayment).

**13.2**                        Tax gross-up

(a)                                  Each Obligor must make all payments to be made by it under the FinanceDocuments without any Tax Deduction, unless a Tax Deduction is required by law.

(b)                                 If an Obligor or a Lender is aware that an Obligor must make a TaxDeduction (or that there is a change in the rate or the basis of a TaxDeduction), it must promptly notify the Facility Agent. The Facility Agent mustthen promptly notify the affected Parties.

(c)                                  If a Tax Deduction is required by law to be made by an Obligor or theFacility Agent, the amount of the payment due from the Obligor will beincreased to an amount which (after making the Tax Deduction) leaves an amountequal to the payment which would have been due if no Tax Deduction had beenrequired.

(d)                                 If an Obligor is required to make a Tax Deduction, that Obligor mustmake the minimum Tax Deduction allowed by law and must make any paymentrequired in connection with that Tax Deduction within the time allowed by law.

(e)                                  Within 30 days of making either a Tax Deduction or a payment required inconnection with a Tax Deduction, the Obligor making that Tax Deduction mustdeliver to the Facility Agent for the relevant Finance Party evidencesatisfactory to that Finance Party (acting reasonably) that the Tax Deductionhas been made or (as applicable) the appropriate payment has been paid to therelevant taxing authority.

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**13.3**                        Tax indemnity

(a)                                  Except as provided below, the Company must indemnify a Finance Partyagainst any loss or liability which that Finance Party determines will be orhas been suffered (directly or indirectly) by that Finance Party for or onaccount of Tax in relation to a payment received or receivable (or any paymentdeemed to be received or receivable) under a Finance Document.

(b)                                 Paragraph (a) above does not apply to any Tax assessed on a FinanceParty under the laws of the jurisdiction in which:

(i)                                     that Finance Party is incorporated or, if different, the jurisdiction(or jurisdictions) in which that Finance Party has a Facility Office and istreated as resident for tax purposes; or

(ii)                                  that Finance Party’s Facility Office is located in respect of amountsreceived or receivable in that jurisdiction,

ifthat Tax is imposed on or calculated by reference to the net income received orreceivable by that Finance Party. However, any payment deemed to be received orreceivable, including any amount treated as income but not actually received bythe Finance Party, such as a Tax Deduction, will not be treated as net incomereceived or receivable for this purpose.

(c)                                  A Finance Party making, or intending to make, a claim under paragraph (a) abovemust promptly notify the Company of the event which will give, or has given,rise to the claim.

**13.4**                        Tax Credit

Ifan Obligor makes a Tax Payment and the relevant Finance Party (in its absolutediscretion) determines that:

(a)                                  a Tax Credit is attributable to that Tax Payment; and

(b)                                 it has used and retained that Tax Credit,

theFinance Party must pay an amount to the Obligor which that Finance Partydetermines (in its absolute discretion) will leave it (after that payment) inthe same after-tax position as it would have been if the Tax Payment had notbeen required to be made by the Obligor.

**13.5**                        Stamp taxes

TheCompany must pay and indemnify each Finance Party against any stamp duty, stampduty land tax, registration or other similar Tax payable in connection with theentry into, performance or enforcement of any Finance Document, except for anysuch Tax payable in connection with the entry into a Transfer Certificate.

**13.6**                        Value added taxes

(a)                                  Any amount payable under a Finance Document by an Obligor is exclusiveof any value added tax or any other Tax of a similar nature which might bechargeable in connection with that amount. If any such Tax is chargeable, theObligor must pay to the Finance Party (in addition to and at the same time aspaying that amount) an amount equal to the amount of that Tax.

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(b)                                 Where a Finance Document requires any Party to reimburse a Finance Partyfor any costs or expenses, that Party must also at the same time pay andindemnify the Finance Party against all value added tax or any other Tax of asimilar nature incurred by the Finance Party in respect of those costs orexpenses but only to the extent that the Finance Party (acting reasonably)determines that it is not entitled to credit or repayment from the relevant taxauthority in respect of the Tax.

**14.**                               INCREASED COSTS

**14.1**                        Increased Costs

Exceptas provided below in this Clause, the Company must pay to a Finance Party theamount of any Increased Cost incurred by that Finance Party or any of itsAffiliates as a result of:

(a)                                  the introduction of, or any change in, or any change in theinterpretation, administration or application of, any law or regulation, ineach case occurring after the Signing Date; or

(b)                                 compliance with any law or regulation made after the Signing Date.

**14.2**                        Exceptions

TheCompany need not make any payment for an Increased Cost to the extent that theIncreased Cost is:

(a)                                  compensated for under another Clause or would have been but for anexception to that Clause; or

(b)                                 attributable to a Finance Party or its Affiliate wilfully failing tocomply with any law or regulation.

**14.3**                        Claims

(a)                                  A Finance Party intending to make a claim for an Increased Cost mustnotify the Facility Agent of the circumstances giving rise to and the amount ofthe claim, following which the Facility Agent will promptly notify the Company.

(b)                                 Each Finance Party must, as soon as practicable after a demand by theFacility Agent, provide the Company with:

(i)                                     a certificate confirming the amount of its Increased Cost; and

(ii)                                  reasonable details of the basis of the computation of such claim.

**15.**                               MITIGATION

**15.1**                        Mitigation

(a)                                  Each Finance Party must, in consultation with the Company, take allreasonable steps to mitigate any circumstances which arise and which result orwould result in:

(i)                                     any Tax Payment or Increased Cost being payable to that Finance Party;

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(ii)                                  that Finance Party being able to exercise any right of prepayment and/orcancellation under this Agreement by reason of any illegality; or

(iii)                               that Finance Party incurring any cost of complying with the minimumreserve requirements of the European Central Bank,

includingtransferring its rights and obligations under the Finance Documents to anAffiliate or changing its Facility Office.

(b)                                 Paragraph (a) above does not in any way limit the obligations ofany Obligor under the Finance Documents.

(c)                                  The Company must indemnify each Finance Party for all costs and expensesreasonably incurred by that Finance Party as a result of any step taken by itunder this Subclause.

(d)                                 A Finance Party is not obliged to take any step under this Subclause if,in the opinion of that Finance Party (acting reasonably), to do so might beprejudicial to it.

**15.2**                        Conduct of business by a Finance Party

Noterm of this Agreement will:

(a)                                  interfere with the right of any Finance Party to arrange its affairs(Tax or otherwise) in whatever manner it thinks fit;

(b)                                 oblige any Finance Party to investigate or claim any credit, relief,remission or repayment available to it in respect of Tax or the extent, orderand manner of any claim; or

(c)                                  oblige any Finance Party to disclose any information relating to itsaffairs (Tax or otherwise) or any computation in respect of Tax.

**16.**                               PAYMENTS

**16.1**                        Place

Unlessa Finance Document specifies that payments under it are to be made in anothermanner, all payments by a Party (other than the Facility Agent) under theFinance Documents must be made to the Facility Agent to its account at suchoffice or bank:

(a)                                  in the principal financial centre of the country of the relevantcurrency; or

(b)                                 in the case of euro, in the principal financial centre of aParticipating Member State or London,

asit may notify to that Party for this purpose by not less than five BusinessDays’ prior notice.

**16.2**                        Funds

Paymentsunder the Finance Documents to the Facility Agent must be made for value on thedue date at such times and in such funds as the Facility Agent may specify tothe Party concerned as being customary at the time for the settlement oftransactions in the relevant currency in the place for payment.

 

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**16.3**                        Distribution

(a)                                  Each payment received by the Facility Agent under the Finance Documentsfor another Party must, except as provided below, be made available by theFacility 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 relevantcurrency; or

(ii)                                  in the case of euro, in the principal financial centre of aParticipating Member State, London or Stockholm,

asit may notify to the Facility Agent for this purpose by not less than fiveBusiness Days’ prior notice.

(b)                                 The Facility Agent may apply any amount received by it for an Obligor inor towards payment (as soon as practicable after receipt) of any amount duefrom that Obligor under the Finance Documents or in or towards the purchase ofany amount of any currency to be so applied.

(c)                                  Where a sum is paid to the Facility Agent under this Agreement foranother Party, the Facility Agent is not obliged to pay that sum to that Partyuntil it has established that it has actually received it. However, theFacility Agent may assume that the sum has been paid to it, and, in reliance onthat assumption, make available to that Party a corresponding amount. If ittranspires that the sum has not been received by the Facility Agent, that Partymust immediately on demand by the Facility Agent refund any correspondingamount made available to it together with interest on that amount from the dateof payment to the date of receipt by the Facility Agent at a rate calculated bythe Facility Agent to reflect its cost of funds.

**16.4**                        Currency

(a)                                  Unless a Finance Document specifies that payments under it are to bemade in a different manner, the currency of each amount payable under theFinance Documents is determined under this Clause.

(b)                                 Interest is payable in the currency in which the relevant amount inrespect of which it is payable is denominated.

(c)                                  A repayment or prepayment of any principal amount is payable in thecurrency in which that principal amount is denominated on its due date.

(d)                                 Amounts payable in respect of Taxes, fees, costs and expenses arepayable in the currency in which they are incurred.

(e)                                  Each other amount payable under the Finance Documents is payable inSwedish Kronor.

**16.5**                        No set-off or counterclaim

Allpayments made by an Obligor under the Finance Documents must be made withoutset-off or counterclaim.

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**16.6**                        Business Days

(a)                                  If a payment under the Finance Documents is due on a day which is not aBusiness Day, the due date for that payment will instead be the next BusinessDay in the same calendar month (if there is one) or the preceding Business Day(if there is not) or whatever day the Facility Agent determines is marketpractice.

(b)                                 During any extension of the due date for payment of any principal underthis Agreement interest is payable on that principal at the rate payable on theoriginal due date.

**16.7**                        Partial payments

(a)                                  If any Administrative Party receives a payment insufficient to dischargeall the amounts then due and payable by the Obligors under the FinanceDocuments, the Administrative Party must apply that payment towards theobligations of the Obligors under the Finance Documents in the following order:

(i)                                     **first**, in or towards payment prorata of any unpaid fees, costs and expenses of the Administrative Parties underthe Finance Documents;

(ii)                                  **secondly**, in or towards payment prorata of any accrued interest or fee due but unpaid under this Agreement;

(iii)                               **thirdly**, in or towards payment prorata of any principal amount due but unpaid under this Agreement; and

(iv)                              **fourthly**, in or towards payment prorata of any other sum due but unpaid under the Finance Documents.

(b)                                 The Facility Agent must, if so directed by the Majority Lenders, varythe order set out in sub-paragraphs (a)(ii) to (iv) above.

(c)                                  This Subclause will override any appropriation made by an Obligor.

**16.8**                        Timing of payments

If aFinance Document does not provide for when a particular payment is due, thatpayment will be due within three Business Days of demand by the relevantFinance Party.

**17.**                               GUARANTEE AND INDEMNITY

**17.1**                        Guarantee and indemnity

Subjectto any limitations set out in Clause 17.10 (Limitations) and/or in anyAccession Agreement, each Guarantor jointly and severally and irrevocably and unconditionally:

(a)                                  guarantees to each Finance Party punctual performance by the Company ofall its obligations under the Finance Documents;

(b)                                 undertakes with each Finance Party that, whenever the Company does notpay any amount when due under any Finance Document, that Guarantor mustimmediately on demand by the Facility Agent pay that amount as if it were theprincipal obligor; and

(c)                                  indemnifies each Finance Party immediately on demand against any loss orliability suffered by that Finance Party if any payment obligation guaranteedby it is or

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becomesunenforceable, invalid or illegal; the amount of the loss or liability underthis indemnity will be equal to the amount the Finance Party would otherwisehave been entitled to recover.

**17.2**                        Continuing guarantee

Thisguarantee is a continuing guarantee and will extend to the ultimate balance ofall sums payable by the Company under the Finance Documents, regardless of anyintermediate payment or discharge in whole or in part.

**17.3**                        Reinstatement

(a)                                  If any discharge (whether in respect of the obligations of any Obligoror any security for those obligations or otherwise) or arrangement is made inwhole or in part on the faith of any payment, security or other dispositionwhich is avoided or must be restored on insolvency, liquidation or otherwisewithout limitation, the liability of each Guarantor under this Clause willcontinue 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.

**17.4**                        Waiver of defences

Theobligations of each Guarantor under this Clause will not be affected by anyact, omission or thing which, but for this provision, would reduce, release orprejudice any of its obligations under this Clause (whether or not known to itor 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, orrefusal or neglect to perfect, take up or enforce, any rights against, orsecurity over assets of, any person;

(d)                                 any non-presentation or non-observance of any formality or otherrequirement in respect of any instrument or any failure to realise the fullvalue of any security;

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

(f)                                    any amendment (however fundamental) of a Finance Document or any otherdocument or security; or

(g)                                 any unenforceability, illegality, invalidity or non-provability of anyobligation of any person under any Finance Document or any other document orsecurity.

**17.5**                        Immediate recourse

EachGuarantor waives any right it may have of first requiring any Finance Party (orany trustee or agent on its behalf) to proceed against or enforce any otherright or security or claim payment from any person before claiming from thatGuarantor under this Clause.

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**17.6**                        Appropriations

Untilall amounts which may be or become payable by the Obligors under the FinanceDocuments have been irrevocably paid in full, each Finance Party (or anytrustee or agent on its behalf) may:

(a)                                  without affecting the liability of any Guarantor under this Clause:

(i)                                     refrain from applying or enforcing any other moneys, security or rightsheld or received by that Finance Party (or any trustee or agent on its behalf)in respect of those amounts; or

(ii)                                  apply and enforce them in such manner and order as it sees fit (whetheragainst those amounts or otherwise); and

(b)                                 hold in an interest-bearing suspense account any moneys received fromany Guarantor or on account of that Guarantor’s liability under this Clause.

**17.7**                        Non-competition

Unless:

(a)                                  all amounts which may be or become payable by the Obligors under theFinance Documents have been irrevocably paid in full; or

(b)                                 the Facility Agent otherwise directs,

noGuarantor will, after a claim has been made or by virtue of any payment orperformance by it under this Clause:

(i)                                     be subrogated to any rights, security or moneys held, received orreceivable by any Finance Party (or any trustee or agent on its behalf);

(ii)                                  be entitled to any right of contribution or indemnity in respect of anypayment made or moneys received on account of that Guarantor’s liability underthis Clause;

(iii)                               claim, rank, prove or vote as a creditor of any Obligor or its estate incompetition with any Finance Party (or any trustee or agent on its behalf); or

(iv)                              receive, claim or have the benefit of any payment, distribution orsecurity from or on account of any Obligor, or exercise any right of set-off asagainst any Obligor.

EachGuarantor must hold in trust for and immediately pay or transfer to theFacility Agent for the Finance Parties any payment or distribution or benefitof security received by it contrary to this Clause or in accordance with anydirections given by the Facility Agent under this Clause.

**17.8**                        Release of Guarantors’ right of contribution

Ifany Guarantor ceases to be a Guarantor in accordance with the terms of theFinance Documents:

(a)                                  that Guarantor will be released by each other Guarantor from anyliability whatsoever to make a contribution to any other Guarantor arising byreason of the performance by any other Guarantor of its obligations under theFinance Documents; and

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(b)                                 each other Guarantor will waive any right it may have by reason of theperformance of its obligations under the Finance Documents to take the benefit(in whole or in part and whether by way of subrogation or otherwise) of anyright of any Finance Party under any Finance Document or of any other securitytaken under, or in connection with, any Finance Document by any Finance Party.

**17.9**                        Additional security

Thisguarantee is in addition to and is not in any way prejudiced by any othersecurity now or subsequently held by any Finance Party.

**17.10**                 Limitations

Theobligation of any Guarantor incorporated in Sweden in its capacity as aGuarantor (each a **Swedish Guarantor**)shall be limited, if (and only if) required by the provision of the SwedishCompanies Act (Aktiebolagslagen (1975:1385)) regulating (i) unlawfulfinancial assistance (Chapter 12, Section 7 (or its equivalent from timeto time)) and (ii) distribution of assets (Chapter 12, Section 2, (orits equivalent from time to time)) and it is understood that the liability ofeach Swedish Guarantor under this Clause only applies to the extent permittedby the above mentioned provision of the Swedish Companies Act. The Companyshall procure that each member of the Group which becomes an AdditionalGuarantor after the Signing Date has taken all steps open to that AdditionalGuarantor (including, but not limited to, procuring that shareholderresolutions are obtained) to eliminate or reduce, to the extent possible, anylimitation on that Additional Guarantor’s liability under this Clause.

**18.**                               REPRESENTATIONS

**18.1**                        Representations

Therepresentations set out in this Clause are made by each Obligor or (if it sostates) the Company to each Finance Party.

**18.2**                        Status

(a)                                  It is a limited liability company, duly incorporated and validlyexisting under the laws of its jurisdiction of incorporation.

(b)                                 It and each of its Subsidiaries has the power to own its assets andcarry on its business as it is being conducted.

**18.3**                        Powers and authority

Ithas the power to enter into and perform, and has taken all necessary action toauthorise the entry into and performance of, the Finance Documents to which itis or will be a party and the transactions contemplated by those FinanceDocuments.

**18.4**                        Legal validity

(a)                                  Subject to any general principles of law applying to companies generallylimiting its obligations and referred to in any legal opinion to be deliveredunder Schedule 2 (Conditions precedent documents), each Finance Document towhich it is a party is its legally binding, valid and enforceable obligation.

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(b)                                 Each Finance Document to which it is a party is in the proper form forits enforcement in the jurisdiction of its incorporation.

**18.5**                        Non-conflict

Theentry into and performance by it of, and the transactions contemplated by, theFinance Documents do not conflict with:

(a)                                  any law or regulation applicable to it;

(b)                                 its or any of its Subsidiaries’ constitutional documents; or

(c)                                  any document which is binding upon it or any of its Subsidiaries or anyof its or its Subsidiaries’ assets,

(inthe case of paragraph (c) only) to an extent or in a manner which isreasonably likely to have a Material Adverse Effect.

**18.6**                        No default

(a)                                  No Event of Default is continuing or will result from the making of anyUtilisation; and

(b)                                 no other event or circumstance is outstanding which constitutes adefault under any other agreement or instrument which is binding on it or anyof its Subsidiaries or any of its (or any of its Subsidiaries’) assets to anextent or in a manner which has or is reasonably likely to have a MaterialAdverse Effect.

**18.7**                        Authorisations

Allauthorisations required by it in connection with the entry into, performance,validity and enforceability of, and the transactions contemplated by, theFinance Documents have been obtained or effected (as appropriate) and are infull force and effect unless the failure to obtain or effect (as appropriate)such authorisation could not reasonably be expected to have a Material AdverseEffect.

**18.8**                        Financial statements

Itsaudited financial statements most recently delivered to the Facility Agent(which, in the case of the Parent at the Signing Date, are the Original FinancialStatements):

(a)                                  have been prepared in accordance with accounting principles andpractices generally accepted in its jurisdiction of incorporation, consistentlyapplied; and

(b)                                 fairly represent its financial condition (consolidated, if applicable)as at the date to which they were drawn up,

except,in each case, as disclosed to the contrary in those financial statements.

**18.9**                        No material adverse change

Inthe case of the Parent only, as at the Signing Date there has been no materialadverse change in the consolidated financial condition of the Group since thedate to which the Original Financial Statements were drawn up.

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**18.10**                 Litigation

Nomaterial litigation, arbitration or administrative proceedings are current or,to its knowledge, pending or threatened, which have or, if adverselydetermined, are reasonably likely to have a Material Adverse Effect.

**18.11**                 Pari passu ranking

Asat the Signing Date, its payment obligations under the Finance Documents rankat least pari passu with the claims of all its other unsecured andunsubordinated creditors, except for obligations mandatorily preferred by lawapplying to companies generally.

**18.12**                 Taxes on payments

Asat the Signing Date, all amounts payable by it under the Finance Documents maybe made without any Tax Deduction.

**18.13**                 Stamp duties

Asat the Signing Date, no stamp or registration duty or similar Tax or charge ispayable in its jurisdiction of incorporation in respect of any Finance Documentto which it is a party.

**18.14**                 Immunity

(a)                                  The execution by it of each Finance Document constitutes, and theexercise by it of its rights and performance of its obligations under eachFinance Document will constitute, private and commercial acts performed forprivate and commercial purposes; and

(b)                                 it will not be entitled to claim immunity from suit, execution,attachment or other legal process in any proceedings taken in its jurisdictionof incorporation in relation to any Finance Document.

**18.15**                 No adverse consequences

(a)                                  It is not necessary under the laws of its jurisdiction of incorporation:

(i)                                     in order to enable any Finance Party to enforce its rights under anyFinance Document; or

(ii)                                  by reason of the execution of any Finance Document or the performance byit of its obligations under any Finance Document,

thatany Finance Party should be licensed, qualified or otherwise entitled to carryon business in its jurisdiction of incorporation; and

(b)                                 no Finance Party is or will be deemed to be resident, domiciled orcarrying on business in its jurisdiction of incorporation by reason only of theexecution, performance and/or enforcement of any Finance Document.

**18.16**                 Jurisdiction/governing law

(a)                                  Subject to any general principles of law applying to companies generallyand referred to in any legal opinion to be delivered under Schedule 2(Conditions precedent documents), its:

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(i)                                     irrevocable submission under this Agreement to the jurisdiction of thecourts of England;

(ii)                                  agreement that this Agreement is governed by English law; and

(iii)                               agreement not to claim any immunity to which it or its assets may beentitled,

arelegal, valid and binding under the laws of its jurisdiction of incorporation;and

(b)                                 any judgment obtained in England will be recognised and be enforceableby the courts of its jurisdiction of incorporation.

**18.17**                 Times for making representations

(a)                                  Save for the representation set out in Clause 18.9 (No materialadverse change) which is given by the Parent only, the representations set outin this Clause are made by each Original Obligor on the Signing Date.

(b)                                 Unless a representation is expressed to be given at a specific date,each representation is deemed to be repeated by:

(i)                                     each Additional Guarantor and the Company on the date that AdditionalGuarantor becomes an Obligor; and

(ii)                                  each Obligor on the date of each Request and the first day of each Term.

(c)                                  When a representation is repeated, it is applied to the circumstancesexisting at the time of repetition.

**19.**                               INFORMATION COVENANTS

**19.1**                        Financial statements

TheParent shall supply to the Facility Agent in sufficient copies for all theLenders:

(a)                                  as soon as practicable (and in any event within 140 days of the end ofeach financial year), the audited accounts of:

(i)                                     the Parent and its Subsidiaries on a consolidated basis; and

(ii)                                  the Company on an unconsolidated basis,

forsuch financial year; and

(b)                                  as soon as reasonably practicable (and in any event within 60 days ofeach Reporting Date), the quarterly reports of the Parent and its Subsidiarieson a consolidated basis for the financial quarter ending on such ReportingDate.

**19.2**                        Form of financial statements

(a)                                  The Parent must ensure that each set of financial statements suppliedunder this Agreement gives (if audited) a true and fair view of, or (ifunaudited) fairly represents, the financial condition (consolidated orotherwise) of the relevant person as at the date to which those financialstatements were drawn up.

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(b)                                 The Parent must notify the Facility Agent of any material change to themanner in which its audited consolidated financial statements are prepared.

(c)                                  If requested by the Facility Agent, the Parent must supply to theFacility Agent:

(i)                                     a full description of any change notified under paragraph (b) above;and

(ii)                                  sufficient information to enable the Finance Parties to make a propercomparison between the financial position shown by the set of financialstatements prepared on the changed basis and its most recent auditedconsolidated financial statements delivered to the Facility Agent under thisAgreement.

(d)                                 If requested by the Facility Agent, the Parent must enter intodiscussions for a period of not more than 30 days with a view to agreeing anyamendments required to be made to this Agreement to place the Parent and theLenders in the same position as they would have been in if the change had nothappened. Any agreement between the Parent and the Facility Agent will be, withthe prior consent of the Majority Lenders, binding on all the Parties.

(e)                                  If no agreement is reached under paragraph (d) above on the requiredamendments to this Agreement, the Parent must ensure that its auditors certifythose amendments; the certificate of the auditors will be, in the absence ofmanifest error, binding on all the Parties.

**19.3**                        Compliance Certificate

(a)                                  The Parent must supply to the Facility Agent a Compliance Certificatewith each set of its financial statements sent to the Facility Agent under thisAgreement.

(b)                                 A Compliance Certificate must be signed by two authorised signatories ofthe Parent.

**19.4**                        Information - miscellaneous

TheParent must supply to the Facility Agent, in sufficient copies for all theLenders if the Facility Agent so requests:

(a)                                  copies of all documents despatched by any Obligor to its creditorsgenerally or any class of them at the same time as they are despatched;

(b)                                 promptly upon becoming aware of them, details of any litigation,arbitration or administrative proceedings which are current, threatened orpending and which have or could reasonably be expected to, if adverselydetermined, have a Material Adverse Effect;

(c)                                  promptly on request, a list of the then current Material Subsidiaries;and

(d)                                 promptly on request, such further information in the possession of amember of the Group regarding the financial condition and operations of theGroup or the Parent as any Finance Party through the Facility Agent mayreasonably request subject to compliance with any applicable law, regulation orconfidentiality undertaking.

**19.5**                        Notification of Default

(a)                                  Unless the Facility Agent has already been so notified by anotherObligor, each Obligor must notify the Facility Agent of any Default (and thesteps, if any, being taken to remedy it) promptly upon becoming aware of itsoccurrence.

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(b)                                 Promptly on request by the Facility Agent, the Company must supply tothe Facility Agent a certificate, signed by two of its authorised signatorieson its behalf, certifying that no Default is outstanding or, if a Default isoutstanding, specifying the Default and the steps, if any, being taken toremedy it.

**19.6**                        Year end

TheParent must not change its financial year end.

**19.7**                        Use of websites

(a)                                  Except as provided below, the Parent may deliver any information underthis Agreement to a Lender by posting it on to an electronic website if:

(i)                                     the Facility Agent and the Lender agree;

(ii)                                  the Parent and the Facility Agent designate an electronic website forthis purpose;

(iii)                               the Parent notifies the Facility Agent of the address of and passwordfor the website; and

(iv)                              the information posted is in a format agreed between the Parent and theFacility Agent.

TheFacility Agent must supply each relevant Lender with the address of andpassword for the website.

(b)                                 Notwithstanding the above, the Parent must supply to the Facility Agentin paper form a copy of any information posted on the website together withsufficient copies for:

(i)                                     any Lender not agreeing to receive information via the website; and

(ii)                                  within ten Business Days of request any other Lender, if that Lender sorequests.

(c)                                  The Parent must promptly upon becoming aware of its occurrence, notifythe Facility Agent if:

(i)                                     the website cannot be accessed;

(ii)                                  the website or any information on the website is infected by anyelectronic 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 thewebsite or amended after being posted.

Ifthe circumstances in sub-paragraphs (i) or (ii) above occur, theParent must supply any information required under this Agreement in paper formuntil the Facility Agent is satisfied that the circumstances giving rise to thenotification are no longer continuing.

**19.8**                        Know your customer requirements

(a)                                  Each Obligor must promptly on the request of any Finance Party supply tothat Finance Party any documentation or other evidence which is reasonably requestedby that Finance Party

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(whetherfor itself, on behalf of any Finance Party or any prospective new Lender) toenable a Finance Party or prospective new Lender to carry out and be satisfiedwith the results of all applicable know your customer requirements.

(b)                                 An Obligor is only required to supply any information under paragraph (a) above,if the necessary information is not already available to the relevant FinanceParty and the requirement arises as a result of:

(i)                                     the introduction of any change in (or in the interpretation,administration or application of) any law or regulation made after the SigningDate;

(ii)                                  any change in the status of an Obligor or, in the case of an Obligorother than the Parent, any change in the composition of shareholders of anObligor where a shareholder is not an Obligor after the Signing Date; or

(iii)                               a proposed assignment or transfer by a Lender of any of its rightsand/or obligations under this Agreement to a person that is not a Lender beforethat assignment or transfer.

(c)                                  Each Lender must promptly on the request of the Facility Agent supply tothe Facility Agent any documentation or other evidence which is reasonablyrequired by the Facility Agent to carry out and be satisfied with the resultsof all applicable know your customer requirements.

**20.**                               FINANCIAL COVENANTS

**20.1**                        Definitions

Inthis Clause:

**ConsolidatedCash and Cash Equivalents**means,at any time:

(a)                                  cash in hand or on deposit with any acceptable bank;

(b)                                 certificates of deposit, maturing within one year after the relevantdate of calculation, issued by an acceptable bank;

(c)                                  any investment in marketable obligations issued or guaranteed by thegovernment of the United States of America, any Participating Member State atthe Signing Date, Sweden or the U.K. or by an instrumentality or agency of thegovernment of the United States of America any Participating Member State atthe Signing Date, Sweden or the U.K.;

(d)                                 open market commercial paper:

(i)                                     for which a recognised trading market exists;

(ii)                                  issued in the United States of America, any Participating Member Stateat the Signing Date, Sweden or the U.K.;

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

(iv)                              which has a credit rating of at least A-1 by S&P, F2 by Fitchor P-1 by Moody’s, or, if no rating is available in respect of thecommercial paper, the

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issuer of which has, in respect of its long-term debtobligations, an equivalent rating;

(e)                                  Sterling bills of exchange eligible for rediscount at the Bank ofEngland and accepted by an acceptable bank (or any dematerialised equivalent);or

(f)                                    any other instrument, security or investment approved by the MajorityLenders,

ineach case, to which any member of the Group is beneficially entitled at thattime and which is capable of being applied against Consolidated Total Debt. Forthis purpose an **acceptable bank** is a commercialbank or trust company which has a rating of A or higher by S&P or Fitch orA2 or higher by Moody’s or a comparable rating from a nationally recognisedcredit rating agency for its long-term debt obligations or has been approved bythe Majority Lenders. Any cash collateral for a Cash Backed Loan will notconstitute cash for the purpose of this definition.

**ConsolidatedEBITDA**means the consolidated profit for any period ofthe Group:

(a)                                  **before taking into account**anyNet Financial Expenses, Taxes payable, dividends paid in that period by membersof the Group and any extraordinary gains or losses (including but not limitedto those arising on asset disposals and restructuring costs in connection withany acquisition); and

(b)**           before deducting**anydepreciation or amortisation.

**ConsolidatedInterest Expense**means net interest andcommissions payable by the Group on Consolidated Total Debt during any RatioPeriod.

**ConsolidatedTotal Debt**means, at any time, allFinancial Indebtedness of the Group, excluding Cash Backed Loans.

**ConsolidatedTotal Net Debt**means at any timeConsolidated Total Debt less Consolidated Cash and Cash Equivalents.

**NetFinancial Expenses**means, for any period, thesum of all interest payable, fees payable and other recurring finance chargesaccrued in respect of Consolidated Total Debt during that period, less anyinterest receivable by the Group accrued during that period.

**RatioPeriod**means each period of twelve months ending on aReporting Date.

**20.2**                        Interpretation

(a)                                  Except as provided to the contrary in this Agreement, an accounting termused in this Clause is to be construed in accordance with the principlesapplied in connection with the Original Financial Statements.

(b)                                 Any amount in a currency other than Swedish Kronor is to be taken intoaccount at its Swedish Kronor equivalent calculated on the basis of:

(i)                                     the Facility Agent’s spot rate of exchange for the purchase of therelevant currency in the London foreign exchange market with Swedish Kronor ator about 11.00 a.m. on the day the relevant amount falls to be calculated;or

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(ii)                                  if the amount is to be calculated on the last day of a Ratio Period, therelevant rates of exchange used by the Group in, or in connection with, itsconsolidated financial statements for that period.

(c)                                  No item must be credited or deducted more than once in any calculationunder this Clause.

**20.3**                        Consolidated Total Net Debt to Consolidated EBITDA

TheParent must ensure that the ratio of Consolidated Total Net Debt (as at the endof each Ratio Period) to Consolidated EBITDA, in respect of any Ratio Period,is not greater than 3.5:1.

**20.4**                        Consolidated EBITDA to Consolidated Interest Expense

TheParent must ensure that the ratio of Consolidated EBITDA to ConsolidatedInterest Expense is not, in respect of any Ratio Period, less than 4.0:1.

**21.**                               GENERAL COVENANTS

**21.1**                        General

EachObligor agrees to be bound by the covenants set out in this Clause relating toit and, where the covenant is expressed to apply to each member of the Group,each Obligor must ensure that each of its Subsidiaries performs that covenant.

**21.2**                        Authorisations

EachObligor must promptly obtain, maintain and comply with the terms of anyauthorisation required under any law or regulation to enable it to perform itsobligations under, or for the validity or enforceability of, any FinanceDocument.

**21.3**                        Compliance with laws

Eachmember of the Group must comply in all respects with all laws to which it issubject where failure to do so has or is reasonably likely to materially impairits ability to perform its obligations under the Finance Documents.

**21.4**                        Pari passu ranking

EachObligor must ensure that its payment obligations under the Finance Documentsrank at least pari passu with all its other present and future unsecuredpayment obligations, except for obligations mandatorily preferred by lawapplying to companies generally.

**21.5**                        Negative pledge

(a)                                  Except as provided below, no member of the Group may create or allow toexist any Security Interest on any of its assets.

(b)                                 Paragraph (a) does not apply to:

(i)                                     any lien arising by operation of law in the ordinary course of business;

(ii)                                  any Security Interest created with the prior consent of the MajorityLenders;

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(iii)                               any Security Interest granted in favour of insurance companies inconnection with pension arrangements for past and present employees of theGroup provided that the Financial Indebtedness subject to such SecurityInterest does not exceed SEK 100,000,000 in aggregate;

(iv)                              any Security Interest created by a retention of title by any supplierarising out of that suppliers’ standard conditions of supply of goods providedthe purchase price of the relevant asset is paid within twelve months ofdelivery of that asset;

(v)                                 any Security Interest arising by a banker’s right of set-off arising byoperation of law in the ordinary course of business;

(vi)                              Security Interests existing in respect of assets or Subsidiaries at thetime of their acquisition and not created or increased in contemplation of therelevant acquisition provided that these Security Interests are not extended toany other assets of the Group and are discharged within six months of suchacquisition, to such an extent that any relevant Financial Indebtednessoutstanding and subject to Security Interests which have not been dischargedwithin six months of the relevant acquisition does not exceed SEK 300,000,000in aggregate for all Security Interests permitted by this paragraph (vi);

(vii)                           until 20 Business Days after the first Utilisation Date, SecurityInterests in respect of the Existing Facility;

(viii)                        any Security Interest over cash (to the extent contemplated by thedefinition of Cash Backed Loans) to secure Financial Indebtedness permitted byClause 21.7(b)(iv) (Financial Indebtedness);

(ix)                                any Security Interest listed in Schedule 6 (Existing Security) except tothe extent the principal amount secured by that Security Interest exceeds theamount stated in that Schedule;

(x)                                   any Security Interest which secures Project Finance Indebtedness, butonly to the extent that the Security Interest is created on an asset of theproject being financed by the relevant Project Finance Indebtedness (and/or onthe shares in, and/or shareholder loans to, the company conducting such projectwhere such company has no assets other than those relating to such project);

(xi)                                a pledge over the equipment financed by the EKN Facilities;

(xii)                             any Security Interest over cash deposited by members of the Group withregulatory authorities or other governmental entities in connection with anyapplication for a UMTS licence and/or GSM licence.

(xiii)                          any Security Interest created in connection with a PermittedSecuritisation over the assets the subject of the Permitted Securitisation;

(xiv)                         any Security Interest over cash balances which arises under a cashpooling arrangement permitted by Clause 21.7(b)(vii) (FinancialIndebtedness);

(xv)                            any Security Interest over assets of members of the Group (other thanthe Company or any Guarantor) to secure Financial Indebtedness of such membersof the Group permitted by Clause 21.7(b)(ix) (Financial Indebtedness),(provided that the recourse of the beneficiaries of such Security Interest(s) tothe Parent and/or the Company in

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respectof all such Financial Indebtedness does not exceed SEK 500,000,000 (or itsequivalent) in aggregate); or

(xvi)                         any other Security Interest securing an aggregate principal amount whichdoes not exceed SEK 500,000,000 or its equivalent in any other currencies.

(c)                                  The Company shall procure that there is delivered to the Facility Agentwithin 20 Business Days of the first Utilisation Date, written confirmationfrom the relevant secured parties of the release and discharge of all SecurityInterests in respect of the Existing Facility.

(d)                                 Except for the exceptions under sub-paragraph (b) above, nomember of the Group may:

(i)                                     sell, transfer or otherwise dispose of any of its assets on terms whereit is or may be leased to or re-acquired or acquired by a member of the Groupor any of its related entities;

(ii)                                  sell, transfer or otherwise dispose of any of its receivables onrecourse terms;

(iii)                               enter into any arrangement under which money or the benefit of a bank orother account may be applied, set-off or made subject to a combination ofaccounts; or

(iv)                              enter into any other preferential arrangement having a similar effect,

incircumstances where the transaction is entered into primarily as a method ofraising Financial Indebtedness or of financing the acquisition of an asset.

**21.6**                        Disposals

(a)                                  Except as provided below, no member of the Group may, either in a singletransaction or in a series of transactions and whether related or not, disposeof all or any part of its assets.

(b)                                 Paragraph (a) does not apply to:

(i)                                     disposals made in the ordinary course of business of the disposingentity;

(ii)                                  disposals of cash raised or borrowed for the purpose for which it wasraised or borrowed or disposals of cash representing the proceeds of insurancefor the purpose of replacing the insured asset;

(iii)                               disposals of assets which are no longer required by the Group on an arm’slength basis;

(iv)                              disposals of assets in exchange for other assets (other than cash orcash equivalents) comparable or superior as to type, value and quality;

(v)                                 other disposals expressly permitted by this Agreement;

(vi)                              disposals of assets pursuant to any Permitted Securitisation;

(vii)                           disposals of assets by one member of the Group to another;

(viii)                        disposals on arm’s length terms of assets not otherwise permitted underparagraph (i) to (vii) above, provided that the aggregate NetProceeds in respect of such disposals do not exceed SEK 1,000,000,000 (or itsequivalent in other currencies) in any financial year of the Group;

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(ix)                                disposals on arm’s length terms of assets not otherwise permitted underparagraphs (i) to (viii) above, provided that the Company providesthe Facility Agent with a certificate signed by two authorised signatories ofthe Company within 10 days of the relevant disposal, confirming that theCompany would have been in compliance with the financial covenants contained inClause 20 (Financial covenants) if they had been tested on the date ofcompletion of the disposal (the **Completion Date**)on a pro forma basis (for the purposes of determining the calculation ofConsolidated EBITDA only, by reference to the Ratio Period in respect of whicha Compliance Certificate has most recently been given (or if no ComplianceCertificate has been given, by reference to the 12 month period ending on theCompletion Date), as if the disposal had been completed, and the considerationfor it had been received, at the beginning of the relevant Ratio Period (or 12month period)); and

(x)                                   the disposal of VersatelDeutschland Holding GmbH  contemporaneously with the acquisitionreferred to in paragraph (d) of the definition of Permitted Acquisition,provided that the net proceeds of such disposal are upon receipt applied infull towards repayment of the Financial Indebtedness referred to in Clause21.7(b)(x) (Financial Indebtedness).

**21.7**                        Financial Indebtedness

(a)                                  Except as provided below no member of the Group (other than the Companyor a Guarantor) may incur any Financial Indebtedness.

(b)                                 Paragraph (a) does not apply to:

(i)                                     until the first Utilisation Date, Financial Indebtedness under theExisting Facility;

(ii)                                  Financial Indebtedness incurred hereunder or with the prior writtenconsent of the Majority Lenders;

(iii)                               Financial Indebtedness owed by a member of the Group to another memberof the Group;

(iv)                              Cash Backed Loans;

(v)                                 Financial Indebtedness in an aggregate amount not exceeding SEK250,000,000 incurred under a financial lease of the electricity network ofAffärsverket Svenska Kraftnät dated 21st December, 1992 as amended;

(vi)                              Financial Indebtedness constituted by any Permitted Securitisation;

(vii)                           Financial Indebtedness incurred in connection with any cash poolingarrangements, provided that such arrangements are operated on the basis that nonet overdraft, which exceeds SEK 100,000,000 in aggregate for all suchoverdrafts, arises  within the cash pool;

(viii)                        Project Finance Indebtedness;

(ix)                                other Financial Indebtedness not otherwise permitted under paragraphs (i) to(viii) above in an aggregate amount not exceeding SEK 2,500,000,000;

(x)                                   Financial Indebtedness of a Subsidiary of the Parent which is borrowedfrom the purchaser under the disposal referred to in Clause 21.6(b)(x) (Disposals)

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contemporaneouslywith completion of the acquisition referred to in paragraph (d) of thedefinition of Permitted Acquisition and which is discharged contemporaneouslywith completion of such acquisition and disposal; and

(xi)                                Financial Indebtedness of Versatel arising under its convertible bondissues and which is outstanding at the date of completion of the acquisitionreferred to in paragraph (d) of the definition of Permitted Acquisition,provided that:

(A)                              the aggregate principal Financial Indebtedness under this sub-paragraph(xi) is not increased after the date of that acquisition; and

(B)                                all such Financial Indebtedness has been irrevocably repaid in full onor before the date falling six months after the date on which Versatel becomesa member of the Group to the extent that Versatel has the right to repay suchFinancial Indebtedness.

**21.8**                        Change of business

TheParent must ensure that no substantial change is made to the general nature orscope of the business of the Group from that carried on at the Signing Date.

**21.9**                        Mergers

(a)                                  Except as provided below, no Obligor may enter into any amalgamation,demerger, merger or reconstruction (a **Merger**).

(b)                                 Paragraph (a) does not apply to:

(i)                                     any Merger:

(A)                              carried out on a solvent basis;

(B)                                where the Obligor is the surviving entity and that Obligor’s obligationsunder the Finance Documents continue in full force and effect after the Merger;and

(C)                                which, if carried out with an entity which is not a member of the Groupunder a transaction covered by Clause 21.10 (Acquisitions), would comply withthe conditions in sub-paragraph (g)(ii) of the definition ofPermitted Acquisitions in Clause 1.1 (Definitions); or

(ii)                                  any Merger previously agreed to in writing by the Majority Lenders.

**21.10**                 Acquisitions

Exceptfor Permitted Acquisitions, no member of the Group may acquire all or any partof the assets, property or business of any other person (other than a member ofthe Group) or any assets that constitute a division or operating unit of thebusiness of any other person (other than another member of the Group).

**21.11**                 Environmental matters

(a)                                  Each member of the Group must ensure that it is, and has been, incompliance with all Environmental Law and Environmental Approvals applicable toit, where failure to do so has

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oris reasonably likely to have a Material Adverse Effect or results in anyliability for a Finance Party.

(b)                                 Each Obligor must promptly upon becoming aware notify the Facility Agentof:

(i)                                     any Environmental Claim current, or to its knowledge, pending orthreatened; or

(ii)                                  any circumstances reasonably likely to result in an Environmental Claim,

whichhas or, if substantiated, is reasonably likely to either have a MaterialAdverse Effect or result in any liability for a Finance Party.

**21.12**                 Insurance

Eachmember of the Group must insure its business and assets with insurancecompanies to such an extent and against such risks as companies engaged in asimilar business normally insure.

**21.13**                 Arm’s length terms

(a)                                  In this Clause, **Major Shareholder**meansany person or group of persons acting in concert which beneficially directly orindirectly owns shares in the Parent to which attach 30 per cent. or moreof the voting rights attaching to all the issued share capital of the Parent.

(b)                                 No member of the Group will incur any liability to or for the benefit ofany Major Shareholder (or any Affiliate thereof) which are on terms no worse tothe relevant member of the Group than arm’s length terms in the ordinary courseof business.

(c)                                  Paragraph (b) above does not apply to dividends lawfully paid byany member of the Group.

**22.**                               DEFAULT

**22.1**                        Events of Default

(a)                                  Each of the events set out in this Clause is an Event of Default.

(b)                                 In this Clause:

**MaterialGroup Member**means an Obligor or aMaterial Subsidiary; and

**Permitted Transaction**means:

(i)                                     an intra-Group re-organisation of a Material Subsidiary on a solventbasis; or

(ii)                                  any other transaction agreed by the Majority Lenders.

**22.2**                        Non-payment

AnObligor does not pay on the due date any amount payable by it under the FinanceDocuments in the manner required under the Finance Documents, unless thenon-payment:

(a)                                  is caused by technical or administrative error; and

(b)                                 is remedied within three Business Days of the due date.

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**22.3**                        Breach of other obligations

(a)                                  An Obligor does not comply with any term of Clause 20 (Financialcovenants); or

(b)                                 an Obligor does not comply with any other term of the Finance Documentsnot already referred to in this Clause, unless the non-compliance:

(i)                                     is capable of remedy; and

(ii)                                  is remedied, in the case of Clauses 21.5 (Negative pledge), 21.6(Disposals), 21.7 (Financial Indebtedness), 21.9 (Mergers) or 21.10(Acquisitions) within seven Business Days and, in each other case, withintwenty one days of the earlier of the Facility Agent giving notice and theObligor becoming aware of the non-compliance.

**22.4**                        Misrepresentation

Arepresentation made or repeated by an Obligor in any Finance Document or in anydocument delivered by or on behalf of any Obligor under any Finance Document isincorrect in any material respect when made or deemed to be repeated, unlessthe circumstances giving rise to the misrepresentation:

(a)                                  are capable of remedy; and

(b)                                 are remedied within 21 days of the earlier of the Facility Agentgiving notice and the Obligor becoming aware of the misrepresentation.

**22.5**                        Cross-default

Anyof the following occurs in respect of a member of the Group:

(a)                                  any of its Financial Indebtedness is not paid when due (after the expiryof any originally applicable grace period);

(b)                                 any of its Financial Indebtedness:

(i)                                     becomes prematurely due and payable;

(ii)                                  is placed on demand; or

(iii)                               is capable of being declared by a creditor to be prematurely due andpayable or being placed on demand,

ineach case, as a result of an event of default (howsoever described); or

(c)                                  any commitment for its Financial Indebtedness is cancelled or suspendedas a result of an event of default (howsoever described),

unlessthe aggregate amount of Financial Indebtedness falling within all or any ofparagraphs (a)-(c) above, in respect of any member or members of theGroup, is less than SEK 250,000,000 or its equivalent.

**22.6**                        Insolvency

Anyof the following occurs in respect of a Material Group Member:

 

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(a)                                  it is, or is deemed for the purposes of any law to be, unable to pay itsdebts as they fall due or insolvent;

(b)                                 it admits its inability to pay its debts as they fall due;

(c)                                  it suspends making payments on any of its debts or announces anintention to do so;

(d)                                 by reason of actual or anticipated financial difficulties, it beginsnegotiations with any creditor for the rescheduling of any of its indebtedness;or

(e)                                  a moratorium is declared in respect of any of its indebtedness.

If amoratorium occurs in respect of any Material Group Member, the ending of themoratorium will not remedy any Event of Default caused by the moratorium.

**22.7**                        Insolvency proceedings

(a)                                  Except as provided below, any of the following occurs in respect of aMaterial Group Member:

(i)                                     any step is taken with a view to a moratorium or a composition,assignment or similar arrangement with any of its creditors;

(ii)                                  a meeting of its shareholders, directors or other officers is convenedfor the purpose of considering any resolution for, to petition for or to filedocuments with a court or any registrar for, its winding-up, administration ordissolution or any such resolution is passed;

(iii)                               any person presents a petition, or files documents with a court or anyregistrar, for its winding-up, administration or dissolution;

(iv)                              an order for its winding-up, administration or dissolution is made;

(v)                                 any liquidator, trustee in bankruptcy, judicial custodian, compulsorymanager, receiver, administrative receiver, administrator or similar officer isappointed in respect of it or any of its assets;

(vi)                              its shareholders, directors or other officers request the appointmentof, or give notice of their intention to appoint, a liquidator, trustee inbankruptcy, judicial custodian, compulsory manager, receiver, administrativereceiver, administrator or similar officer; or

(vii)                           any other analogous step or procedure is taken in any jurisdiction.

(b)                                 Paragraph (a) does not apply to a petition for winding-up presentedby a creditor which is being contested in good faith and with due diligence andis discharged or struck out within 30 days.

**22.8**                        Creditors’ process

Anyattachment, sequestration, distress, execution or analogous event affects anyasset(s) of a Material Group Member, having an aggregate value of at leastSEK 100,000,000 and is not discharged within 30 days.

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**22.9**                        Cessation of business

AMaterial Group Member ceases, or threatens to cease, to carry on businessexcept:

(a)                                  as part of a Permitted Transaction; or

(b)                                 as a result of any disposal allowed under this Agreement.

**22.10**                 Effectiveness of Finance Documents

(a)                                  It is or becomes unlawful for any Obligor to perform any of its materialobligations under the Finance Documents.

(b)                                 Any Finance Document is not effective in accordance with its terms or isalleged by an Obligor to be ineffective in accordance with its terms for anyreason.

(c)                                  An Obligor repudiates a Finance Document or evidences an intention torepudiate a Finance Document.

**22.11**                 Ownership of the Obligors

AnObligor (other than the Parent) is not or ceases to be a Subsidiary of theParent.

**22.12**                 Material adverse change

Anyevent or series of events occurs which has or is reasonably likely to have aMaterial Adverse Effect.

**22.13**                 Acceleration

Ifan Event of Default is outstanding, the Facility Agent may, and shall if soinstructed by the Majority Lenders, by notice to the Company:

(a)                                  cancel all or any part of the Total Commitments; and/or

(b)                                 declare that all or part of any amounts outstanding under the FinanceDocuments are:

(i)                                     immediately due and payable; and/or

(ii)                                  payable on demand by the Facility Agent acting on the instructions ofthe Majority Lenders.

Anynotice given under this Subclause will take effect in accordance with itsterms.

**23.**                               THE ADMINISTRATIVE PARTIES

**23.1**                        Appointment and duties of the Facility Agent

(a)                                  Each Finance Party (other than the Facility Agent) irrevocably appointsthe Facility Agent to act as its agent under the Finance Documents.

(b)                                 Each Finance Party irrevocably authorises the Facility Agent to:

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(i)                                     perform the duties and to exercise the rights, powers and discretionsthat are specifically given to it under the Finance Documents, together withany other incidental rights, powers and discretions; and

(ii)                                  execute each Finance Document expressed to be executed by the FacilityAgent.

(c)                                  The Facility Agent has only those duties which are expressly specifiedin the Finance Documents. Those duties are solely of a mechanical andadministrative nature.

**23.2**                        Role of the Mandated Lead Arrangers

Exceptas specifically provided in the Finance Documents, no Mandated Lead Arrangerhas any obligations of any kind to any other Party in connection with anyFinance Document.

**23.3**                        No fiduciary duties

Exceptas specifically provided in a Finance Document, nothing in the FinanceDocuments makes an Administrative Party a trustee or fiduciary for any otherParty or any other person. No Administrative Party need hold in trust anymoneys paid to it for a Party or be liable to account for interest on thosemoneys.

**23.4**                        Individual position of an Administrative Party

(a)                                  If it is also a Lender, each Administrative Party has the same rightsand powers under the Finance Documents as any other Lender and may exercisethose rights and powers as though it were not an Administrative Party.

(b)                                 Each Administrative Party may:

(i)                                     carry on any business with an Obligor or its related entities (includingacting as an agent or a trustee for any other financing); and

(ii)                                  retain any profits or remuneration it receives under the Finance Documentsor in relation to any other business it carries on with an Obligor or itsrelated entities.

**23.5**                        Reliance

TheFacility Agent may:

(a)                                  rely on any notice or document believed by it to be genuine and correctand to have been signed by, or with the authority of, the proper person;

(b)                                 rely on any statement made by any person regarding any matters which mayreasonably be assumed to be within his knowledge or within his power to verify;

(c)                                  engage, pay for and rely on professional advisers selected by it (includingthose representing a Party other than the Facility Agent); and

(d)                                 act under the Finance Documents through its personnel and agents.

**23.6**                        Majority Lenders’ instructions

(a)                                  The Facility Agent is fully protected if it acts on the instructions ofthe Majority Lenders in the exercise of any right, power or discretion or anymatter not expressly provided for in the Finance Documents. Any suchinstructions given by the Majority Lenders will be binding on 

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all the Lenders. In the absence of instructions, theFacility Agent may act as it considers to be in the best interests of all theLenders.

(b)                                 The Facility Agent may assume that unless it has received notice to thecontrary, any right, power, authority or discretion vested in any Party or theMajority Lenders has not been exercised.

(c)                                  The Facility Agent is not authorised to act on behalf of a Lender(without first obtaining that Lender’s consent) in any legal or arbitrationproceedings in connection with any Finance Document.

(d)                                 The Facility Agent may require the receipt of security satisfactory toit, whether by way of payment in advance or otherwise, against any liability orloss which it may incur in complying with the instructions of the MajorityLenders.

**23.7**                        Responsibility

(a)                                  No Administrative Party is responsible for the adequacy, accuracy orcompleteness of any statement or information (whether written or oral) made inor supplied in connection with any Finance Document.

(b)                                 No Administrative Party is responsible for the legality, validity,effectiveness, adequacy, completeness or enforceability of any Finance Documentor any other document.

(c)                                  Without affecting the responsibility of any Obligor for informationsupplied by it or on its behalf in connection with any Finance Document, eachLender confirms that it:

(i)                                     has made, and will continue to make, its own independent appraisal ofall risks arising under or in connection with the Finance Documents (includingthe financial condition and affairs of each Obligor and its related entitiesand the nature and extent of any recourse against any Party or its assets); and

(ii)                                  has not relied exclusively on any information provided to it by anyAdministrative Party in connection with any Finance Document.

**23.8**                        Exclusion of liability

(a)                                  The Facility Agent is not liable or responsible to any other FinanceParty for any action taken or not taken by it in connection with any FinanceDocument, unless directly caused by its gross negligence or wilful misconduct.

(b)                                 No Party (other than the Facility Agent) may take any proceedingsagainst any officer, employee or agent of the Facility Agent in respect of anyclaim it might have against the Facility Agent or in respect of any act oromission of any kind by that officer, employee or agent in connection with anyFinance Document. Any officer, employee or agent of the Facility Agent may relyon this Subclause and enforce its terms under the Contracts (Rights of ThirdParties) Act 1999.

(c)                                  The Facility Agent is not liable for any delay (or any related consequences)in crediting an account with an amount required under the Finance Documents tobe paid by the Facility Agent if the Facility Agent has taken all necessarysteps as soon as reasonably practicable to comply with the regulations oroperating procedures of any recognised clearing or settlement system used bythe Facility Agent for that purpose.

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(d)                              (i)             Nothing in thisAgreement will oblige any Administrative Party to satisfy any know yourcustomer                                  requirement in relation to theidentity of any person on behalf of any Finance Party.

(ii)                                  Each Finance Party confirms to each Administrative Party that it issolely responsible for any know your customer requirements it is required tocarry out and that it may not rely on any statement in relation to those requirementsmade by any other person.

**23.9**                        Default

(a)                                  The Facility Agent is not obliged to monitor or enquire whether aDefault has occurred. The Facility Agent is not deemed to have knowledge of theoccurrence of a Default.

(b)                                 If the Facility Agent:

(i)                                     receives notice from a Party referring to this Agreement, describing aDefault and stating that the event is a Default; or

(ii)                                  is aware of the non-payment of any principal, interest or fee payable toa Finance Party (other than the Facility Agent or a Mandated Lead Arranger)under this Agreement,

itmust promptly notify the other Finance Parties.

**23.10**                 Information

(a)                                  The Facility Agent must promptly forward to the person concerned theoriginal or a copy of any document which is delivered to the Facility Agent bya Party for that person.

(b)                                 Except where a Finance Document specifically provides otherwise, theFacility Agent is not obliged to review or check the adequacy, accuracy orcompleteness of any document it forwards to another Party.

(c)                                  Except as provided above, the Facility Agent has no duty:

(i)                                     either initially or on a continuing basis to provide any Lender with anycredit or other information concerning the risks arising under or in connectionwith the Finance Documents (including any information relating to the financialcondition or affairs of any Obligor or its related entities or the nature orextent of recourse against any Party or its assets) whether coming into itspossession before, on or after the Signing Date; or

(ii)                                  unless specifically requested to do so by a Lender in accordance with aFinance Document, to request any certificate or other document from anyObligor.

(d)                                 In acting as the Facility Agent, the agency division of the FacilityAgent is treated as a separate entity from its other divisions and departments.Any information acquired by the Facility Agent which, in its opinion, isacquired by it otherwise than in its capacity as the Facility Agent may betreated as confidential by the Facility Agent and will not be treated as informationpossessed by the Facility Agent in its capacity as such.

(e)                                  The Facility Agent is not obliged to disclose to any person anyconfidential information supplied to it by or on behalf of a member of theGroup solely for the purpose of evaluating 

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whether any waiver or amendment is required in respectof any term of the Finance Documents.

(f)                                    Each Obligor irrevocably authorises the Facility Agent to disclose tothe other Finance Parties any information which, in its opinion, is received byit in its capacity as the Facility Agent.

**23.11**                 Indemnities

(a)                                  Without limiting the liability of any Obligor under the FinanceDocuments, each Lender must indemnify the Facility Agent for that Lender’s ProRata Share of any loss or liability incurred by the Facility Agent in acting asthe Facility Agent, except to the extent that the loss or liability is causedby the Facility Agent’s gross negligence or wilful misconduct.

(b)                                 The Facility Agent may deduct from any amount received by it for aLender any amount due to the Facility Agent from that Lender under a FinanceDocument but unpaid.

**23.12**                 Compliance

EachAdministrative Party may refrain from doing anything (including disclosing anyinformation) which might, in its opinion, constitute a breach of any law or regulationor be otherwise actionable at the suit of any person, and may do anythingwhich, in its opinion, is necessary or desirable to comply with any law orregulation.

**23.13**                 Resignation of the Facility Agent

(a)                                  The Facility Agent may resign and appoint any of its Affiliates assuccessor Facility Agent by giving notice to the other Finance Parties and theCompany.

(b)                                 Alternatively, the Facility Agent may resign by giving notice to theFinance Parties and the Company, in which case the Majority Lenders may appointa successor Facility Agent.

(c)                                  If no successor Facility Agent has been appointed under paragraph (b) abovewithin 30 days after notice of resignation was given, the Facility Agentmay appoint a successor Facility Agent.

(d)                                 The person(s) appointing a successor Facility Agent must, ifpracticable, consult with the Company prior to the appointment.

(e)                                  The resignation of the Facility Agent and the appointment of anysuccessor Facility Agent will both become effective only when the successorFacility Agent notifies all the Parties that it accepts its appointment. Ongiving the notification, the successor Facility Agent will succeed to theposition of the Facility Agent and the term **FacilityAgent** will mean the successor Facility Agent.

(f)                                    The retiring Facility Agent must, at its own cost, make available to thesuccessor Facility Agent such documents and records and provide such assistanceas the successor Facility Agent may reasonably request for the purposes ofperforming its functions as the Facility Agent under the Finance Documents.

(g)                                 Upon its resignation becoming effective, this Clause will continueto benefit the retiring Facility Agent in respect of any action taken or nottaken by it in connection with the Finance Documents while it was the FacilityAgent, and, subject to paragraph (f) above, it will have no furtherobligations under any Finance Document.

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(h)                                 The Majority Lenders may, by notice to the Facility Agent, require it toresign under paragraph (b) above.

**23.14**                 Relationship with Lenders

(a)                                  The Facility Agent may treat each Lender as a Lender, entitled topayments under this Agreement and as acting through its Facility Office(s) untilit has received not less than five Business Days’ prior notice from that Lenderto the contrary.

(b)                                 The Facility Agent may at any time, and must if requested to do so bythe Majority Lenders, convene a meeting of the Lenders.

**23.15**                 Facility Agent’s management time

Ifthe Facility Agent requires, any amount payable to the Facility Agent by anyParty under any indemnity or in respect of any costs or expenses incurred bythe Facility Agent under the Finance Documents after the  Signing Date may include the cost of usingits management time or other resources and will be calculated on the basis ofsuch reasonable daily or hourly rates as the Facility Agent may notify to therelevant Party. This is in addition to any amount in respect of fees orexpenses paid or payable to the Facility Agent under any other term of theFinance Documents.

**23.16**                 Notice period

Wherethis Agreement specifies a minimum period of notice to be given to the FacilityAgent, the Facility Agent may, at its discretion, accept a shorter noticeperiod.

**24.**                               EVIDENCE AND CALCULATIONS

**24.1**                        Accounts

Accountsmaintained by a Finance Party in connection with this Agreement are prima facieevidence of the matters to which they relate for the purpose of any litigationor arbitration proceedings.

**24.2**                        Certificates and determinations

Anycertification or determination by a Finance Party of a rate or amount under theFinance Documents will be, in the absence of manifest error, conclusiveevidence of the matters to which it relates.

**24.3**                        Calculations

Anyinterest or fee accruing under this Agreement accrues from day to day and iscalculated on the basis of the actual number of days elapsed and a year of 360or 365 days or otherwise, depending on what the Facility Agent determines ismarket practice.

**25.**                               FEES

**25.1**                        Facility Agent’s fee

TheCompany must pay to the Facility Agent for its own account an agency fee in themanner agreed in the Fee Letter between the Facility Agent and the Company.

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**25.2**                        Commitment fee

(a)                                  The Company must pay to the Facility Agent for each Lender a commitmentfee, in respect of that Lender’s Commitment, computed at the rate which is 35per cent. of the applicable Margin at the time on the undrawn, uncancelledamount of the Lender’s Commitment during the relevant Availability Period. Forthis purpose, **applicable Margin** means, inrelation to a Facility, the Margin applicable to Loans borrowed under thatFacility.

(b)                                 Subject to (c) below, commitment fee will accrue from the SigningDate  and accrued commitment fee ispayable quarterly in arrear. Accrued commitment fee is also payable to theFacility Agent for a Lender on the date its Commitment is cancelled in full.

(c)                                  The commitment fee in respect of an amount of the Facilities equal tothe amount of the Existing Facility (the **Deferred Amount**)will accrue from the date falling five days after the Signing Date. For thispurpose, the Deferred Amount will be split pro rata between Facility A andFacility B.

**25.3**                        Participation fee

(a)                                  The Company must pay to the Facility Agent for each Lender with arelevant Commitment as set out below, a participation fee computed at the rateof:

(i)                                     in respect of Facility A Loans, 0.15 per cent. flat on each Lender’sFacility A Commitment on the Signing Date;

(ii)                                  in respect of Facility B Loans, 0.20 per cent. flat on each Lender’sFacility B Commitment on the Signing Date; and

(iii)                               in respect of Relevant Amounts (as defined below):

(A)                               0.20 per cent. of the Relevant Amount of each Lender whose RelevantAmount on the Effective Date is SEK 300,000,000 or more (but less than SEK 800,000,000);

(B)                                0.225% per cent. of the Relevant Amount of each Lender whose RelevantAmount on the Effective Date is  SEK800,000,000 or more (but less than SEK 1,000,000,000); and

(C)                                0.25% per cent. of the Relevant Amount of each Lender whose RelevantAmount on the Effective Date is SEK 1,000,000,000 or more.

(b)                                 Participation fee in respect of Facility A and Facility B is payable onthe earlier of the first Utilisation Date and the date falling five BusinessDays after the Signing Date.

(c)                                  Participation fee under sub-paragraph (a) (iii) above ispayable on the earlier of:

(i)                                      the first Utilisation Date to occur on or after the Effective Date; and

(ii)                                  the date falling five Business Days after the Effective Date.

(d)                                 In paragraph (a) and (c) above, the **RelevantAmount** of a Lender is the sum of that Lender’s drawn and undrawn:

(i)            Facility C Commitment; and

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(ii)           Facility A Commitment in respect ofthe Facility A Increase,

ineach case as at the Effective Date.

**26.**                               INDEMNITIES AND BREAK COSTS

**26.1**                        Currency indemnity

(a)                                  The Company must, as an independent obligation, indemnify each FinanceParty against any loss or liability which that Finance Party incurs as aconsequence of:

(i)                                     that Finance Party receiving an amount in respect of an Obligor’sliability under the Finance Documents; or

(ii)                                  that liability being converted into a claim, proof, judgment or order,

in acurrency other than the currency in which the amount is expressed to be payableunder the relevant Finance Document.

(b)                                 Unless otherwise required by law, each Obligor waives any right it mayhave in any jurisdiction to pay any amount under the Finance Documents in acurrency other than that in which it is expressed to be payable.

**26.2**                        Other indemnities

(a)                                  The Company must indemnify each Finance Party against any loss orliability which that Finance Party incurs as a consequence of:

(i)                                     the occurrence of any Event of Default;

(ii)                                  any failure by an Obligor to pay any amount due under a Finance Documenton its due date, including any resulting from any distribution orredistribution of any amount among the Lenders under this Agreement;

(iii)                               (other than by reason of negligence or default by that Finance Party) aLoan not being made after a Request has been delivered for that Loan; or

(iv)                              a Loan (or part of a Loan) not being prepaid in accordance with thisAgreement.

TheCompany’s liability in each case includes any loss or expense on account offunds borrowed, contracted for or utilised to fund any amount payable under anyFinance Document or any Loan.

(b)                                 The Company must indemnify the Facility Agent against any loss orliability incurred by the Facility Agent as a result of:

(i)                                     investigating any event which the Facility Agent reasonably believes tobe a Default; or

(ii)                                  acting or relying on any notice which the Facility Agent reasonablybelieves to be genuine, correct and appropriately authorised.

**26.3**                        Break Costs

(a)                                  The Company must pay to each Lender its Break Costs.

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(b)                                 Break Costs are the amount (if any) determined by the relevant Lender bywhich:

(i)                                     the interest (without taking into account the Margin) which that Lenderwould have received for the period from the date of receipt of any part of itsshare in a Loan or an overdue amount to the last day of the applicable Term forthat Loan or overdue amount if the principal or overdue amount received hadbeen paid on the last day of that Term;

exceeds

(ii)                                  the amount which that Lender would be able to obtain by placing anamount equal to the amount received by it on deposit with a leading bank in theappropriate interbank market for a period starting on the Business Dayfollowing receipt and ending on the last day of the applicable Term.

(c)                                  Each Lender must supply to the Facility Agent for the Company details ofthe amount of any Break Costs claimed by it under this Subclause.

**27.**                               EXPENSES

**27.1**                        Initial costs

The Companymust pay to each Administrative Party the amount of all costs and expenses(including legal fees) reasonably incurred by it in connection with thenegotiation, preparation, printing, execution and syndication of the FinanceDocuments.

**27.2**                        Subsequent costs

TheCompany must pay to the Facility Agent the amount of all costs and expenses(including legal fees) reasonably incurred by it in connection with:

(a)                                  the negotiation, preparation, printing and execution of any FinanceDocument (other than a Transfer Certificate) executed after the Signing Date;and

(b)                                 any amendment, waiver or consent requested by or on behalf of an Obligoror specifically allowed by this Agreement.

**27.3**                        Enforcement costs

TheCompany must pay to each Finance Party the amount of all costs and expenses(including legal fees) incurred by it in connection with the enforcement of, orthe preservation of any rights under, any Finance Document.

**28.**                               AMENDMENTS AND WAIVERS

**28.1**                        Procedure

(a)                                  Except as provided in this Clause, any term of the Finance Documents maybe amended or waived with the agreement of the Company and the Majority Lenders.The Facility Agent may effect, on behalf of any Finance Party, an amendment orwaiver allowed under this Clause.

 

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(b)                                 The Facility Agent must promptly notify the other Parties of anyamendment or waiver effected by it under paragraph (a) above. Any suchamendment or waiver is binding on all the Parties.

**28.2**                        Exceptions

(a)                                  An amendment or waiver which relates to:

(i)                                     the definition of **Majority Lenders**in Clause 1.1 (Definitions);

(ii)                                  an extension of the date of payment of any amount to a Lender under theFinance Documents;

(iii)                               a reduction in the Margin or a reduction in the amount of any payment ofprincipal, interest, fee or other amount payable to a Lender under the FinanceDocuments;

(iv)                              an increase in, or an extension of, a Commitment or the TotalCommitments;

(v)                                 a release of an Obligor other than in accordance with the terms of thisAgreement;

(vi)                              a term of a Finance Document which expressly requires the consent ofeach Lender;

(vii)                           the right of a Lender to assign or transfer its rights or obligationsunder the Finance Documents; or

(viii)                        Clause 2.4 (Nature of a Finance Party’s rights and obligations), Clause32 (Pro rata sharing) or this Clause,

mayonly be made with the consent of all the Lenders.

(b)                                 An amendment or waiver which relates to the rights or obligations of anAdministrative Party may only be made with the consent of that AdministrativeParty.

(c)                                  A Fee Letter may be amended or waived with the agreement of theAdministrative Party that is a party to that Fee Letter and the Company.

**28.3**                        Change of currency

If achange in any currency of a country occurs (including where there is more thanone currency or currency unit recognised at the same time as the lawfulcurrency of a country), the Finance Documents will be amended to the extent theFacility Agent (acting reasonably and after consultation with the Company)determines is necessary to reflect the change.

**28.4**                        Waivers and remedies cumulative

Therights of each Finance Party under the Finance Documents:

(a)                                  may be exercised as often as necessary;

(b)                                 are cumulative and not exclusive of its rights under the general law;and

(c)                                  may be waived only in writing and specifically.

Delayin exercising or non-exercise of any right is not a waiver of that right.

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**29.**                               CHANGES TO THE PARTIES

**29.1**                        Assignments and transfers by Obligors

NoObligor may assign or transfer any of its rights and obligations under theFinance Documents without the prior consent of all the Lenders.

**29.2**                        Assignments and transfers by Lenders

(a)                                  A Lender (the **Existing Lender**)may, subject to the following provisions of this Subclause, at any time assignor transfer (including by way of novation) any of its rights and obligationsunder this Agreement to any other bank or financial institution or to a trustfund or other entity which is regularly engaged in or established for thepurpose of making, purchasing or investing in loans, securities or otherfinancial assets (the **New Lender**).

(b)                                 The consent of the Company is required for any assignment or transferunless the New Lender is another Lender or an Affiliate of a Lender. Theconsent of the Company must not be unreasonably withheld or delayed. TheCompany will be deemed to have given its consent five Business Days after theCompany is given notice of the request unless it is expressly refused by theCompany within that time.

(c)                                  The Company may not withhold its consent solely because the assignmentor transfer might increase the Mandatory Cost.

(d)                                 The Facility Agent is not obliged to execute a Transfer Certificateuntil it has completed all know your customer requirements to its satisfaction.The Facility Agent must promptly notify the Existing Lender and the New Lenderif there are any such requirements.

(e)                                  A transfer of obligations will be effective only if either:

(i)                                     the obligations are novated in accordance with the following provisionsof this Clause; or

(ii)                                  the New Lender confirms to the Facility Agent and the Company in formand substance satisfactory to the Facility Agent that it is bound by the termsof this Agreement as a Lender. On the transfer becoming effective in thismanner the Existing Lender will be released from its obligations under thisAgreement to the extent that they are transferred to the New Lender.

(f)                                    Unless the Facility Agent otherwise agrees, the New Lender must pay tothe Facility Agent for its own account, on or before the date any assignment ortransfer occurs, a fee of euro 1,500.

(g)                                 Any reference in this Agreement to a Lender includes a New Lender butexcludes a Lender if no amount is or may be owed to or by it under thisAgreement.

**29.3**                        Procedure for transfer by way of novations

(a)                                  In this Subclause:

**TransferDate**means, for a Transfer Certificate, the laterof:

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

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

(b)                                 A novation is effected if:

(i)                                     the Existing Lender and the New Lender deliver to the Facility Agent aduly completed Transfer Certificate; and

(ii)                                  the Facility Agent executes it.

TheFacility Agent must execute as soon as reasonably practicable a TransferCertificate delivered to it and which appears on its face to be in order.

(c)                                  Each Party (other than the Existing Lender and the New Lender)irrevocably authorises the Facility Agent to execute any duly completedTransfer Certificate on its behalf.

(d)                                 On the Transfer Date:

(i)                                     the New Lender will assume the rights and obligations of the ExistingLender expressed to be the subject of the novation in the Transfer Certificatein substitution for the Existing Lender; and

(ii)                                  the Existing Lender will be released from those obligations and cease tohave those rights.

(e)                                  The Facility Agent must, as soon as reasonably practicable after it hasexecuted a Transfer Certificate, send to the Company a copy of that TransferCertificate.

**29.4**                        Limitation of responsibility of Existing Lender

(a)                                  Unless expressly agreed to the contrary, an Existing Lender is notresponsible to a New Lender for the legality, validity, adequacy, accuracy,completeness or performance of:

(i)                                     any Finance Document or any other document; or

(ii)                                  any statement or information (whether written or oral) made in orsupplied in connection with any Finance Document,

andany representations or warranties implied by law are excluded.

(b)                                 Each New Lender confirms to the Existing Lender and the other FinanceParties that it:

(i)                                     has made, and will continue to make, its own independent appraisal ofall risks arising under or in connection with the Finance Documents (includingthe financial condition and affairs of each Obligor and its related entitiesand the nature or extent of any recourse against any Party or its assets) inconnection with its participation in this Agreement; and

(ii)                                  has not relied exclusively on any information supplied to it by theExisting Lender in connection with any Finance Document.

(c)                                  Nothing in any Finance Document requires an Existing Lender to:

(i)                                     accept a re-transfer from a New Lender of any of the rights andobligations assigned or transferred under this Clause; or

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(ii)                                  support any losses incurred by the New Lender by reason of thenon-performance by any Obligor of its obligations under any Finance Document orotherwise.

**29.5**                        Costs resulting from change of Lender or Facility Office

If:

(a)                                  a Lender assigns or transfers any of its rights and obligations underthe Finance Documents or changes its Facility Office; and

(b)                                 as a result of circumstances existing at the date the assignment,transfer or change occurs, an Obligor would be obliged to pay a Tax Payment oran Increased Cost,

then,unless the assignment, transfer or change is made by a Lender to mitigate anycircumstances giving rise to the Tax Payment, Increased Cost or a right to beprepaid and/or cancelled by reason of illegality, the Obligor need only paythat Tax Payment or Increased Cost to the same extent that it would have beenobliged to if no assignment, transfer or change had occurred.

**29.6**                        Additional Guarantors

(a)                                  The Company must, by giving not less than 10 Business Days’ prior noticeto the Facility Agent, notify the Facility Agent (which must promptly notifythe Lenders) of its intention to request one of its Subsidiaries to become anAdditional Guarantor.

(b)                                 If the accession of an Additional Guarantor requires any Finance Partyto carry out know your customer requirements in circumstances where thenecessary information is not already available to it, the Company must promptlyon request by any Finance Party supply to that Finance Party any documentationor other evidence which is reasonably requested by that Finance Party (whetherfor itself, on behalf of any Finance Party or any prospective new Lender) toenable a Finance Party or prospective new Lender to carry out and be satisfiedwith the results of all applicable know your customer requirements.

(c)                                  If one of the Subsidiaries of the Company is to become an AdditionalGuarantor, then the Company must (following consultation with the FacilityAgent) deliver to the Facility Agent the relevant documents and evidence listedin Part 2 of Schedule 2 (Conditions precedent documents).

(d)                                 The relevant Subsidiary will become an Additional Guarantor when theFacility Agent notifies the other Finance Parties and the Company that it hasreceived all of the documents and evidence referred to in paragraph (a) abovein form and substance satisfactory to it. The Facility Agent must give thisnotification as soon as reasonably practicable.

(e)                                  Delivery of an Accession Agreement, executed by the relevant Subsidiaryand the Company, to the Facility Agent constitutes confirmation by thatSubsidiary and the Company that the Repeating Representations are then correct.

**29.7**                        Resignation of a Guarantor

(a)                                  The Company may request that a Guarantor (other than the Parent) ceasesto be a Guarantor by giving to the Facility Agent a duly completed ResignationRequest.

(b)                                 The Facility Agent must accept a Resignation Request and notify theCompany and the Lenders of its acceptance if:

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(i)                                     a breach of Clause 21.7 (Financial Indebtedness) would not result fromthe acceptance of the Resignation Request; and

(ii)                                  no demand for the payment of any money has been made in writing on thatGuarantor which is outstanding on the date the Facility Agent receives the dulycompleted Resignation Request.

(c)                                  The Guarantor will cease to be a Guarantor when the Facility Agent givesthe notification referred to in paragraph (b) above.

(d)                                 A Guarantor may also cease to be a Guarantor in any other mannerapproved by the Majority Lenders.

**29.8**                        Changes to the Reference Banks

If aReference Bank (or, if a Reference Bank is not a Lender, the Lender of which itis an Affiliate) ceases to be a Lender, the Facility Agent must (inconsultation with the Company) appoint another Lender or an Affiliate of aLender to replace that Reference Bank.

**30.**                               DISCLOSURE OF INFORMATION

(a)                                  Each Finance Party must keep confidential any information supplied to itby or on behalf of any Obligor in connection with the Finance Documents. However,a Finance Party is entitled to disclose information:

(i)                                     which is publicly available, other than as a result of a breach by thatFinance Party of this Clause;

(ii)                                  in connection with any legal or arbitration proceedings;

(iii)                               if required to do so under any law or regulation;

(iv)                              to a governmental, banking, taxation or other regulatory authority;

(v)                                 to its professional advisers;

(vi)                              to the extent allowed under paragraph (b) below;

(vii)                           to another Obligor; or

(viii)                        with the agreement of the relevant Obligor.

(b)                                 A Finance Party may disclose to an Affiliate or any person with whom itmay enter, or has entered into, any kind of transfer, participation or otheragreement in relation to this Agreement (a **participant**):

(i)                                     a copy of any Finance Document; and

(ii)                                  any information which that Finance Party has acquired under or inconnection with any Finance Document.

However,before a participant may receive any confidential information, it must agreewith the relevant Finance Party to keep that information confidential on theterms of paragraph (a) above.

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(c)                                  This Clause supersedes any previous confidentiality undertaking given bya Finance Party in connection with this Agreement prior to it becoming a Party.

**31.**                               SET-OFF

AFinance Party may set off any matured obligation owed to it by an Obligor underthe Finance Documents (to the extent beneficially owned by that Finance Party)against any obligation (whether or not matured) owed by that Finance Party tothat Obligor, regardless of the place of payment, booking branch or currency ofeither obligation. If the obligations are in different currencies, the FinanceParty may convert either obligation at a market rate of exchange in its usualcourse of business for the purpose of the set-off.

**32.**                               PRO RATA SHARING

**32.1**                        Redistribution

Ifany amount owing by an Obligor under this Agreement to a Lender (the **recovering Lender**) is discharged by payment, set-off or anyother manner other than through the Facility Agent under this Agreement (a **recovery**), then:

(a)                                  the recovering Lender must, within three Business Days, supply detailsof the recovery to the Facility Agent;

(b)                                 the Facility Agent must calculate whether the recovery is in excess ofthe amount which the recovering Lender would have received if the recovery hadbeen received and distributed by the Facility Agent under this Agreement; and

(c)                                  the recovering Lender must pay to the Facility Agent an amount equal tothe excess (the **redistribution**).

**32.2**                        Effect of redistribution

(a)                                  The Facility Agent must treat a redistribution as if it were a paymentby the relevant Obligor under this Agreement and distribute it among theLenders, other than the recovering Lender, accordingly.

(b)                                 When the Facility Agent makes a distribution under paragraph (a) above,the recovering Lender will be subrogated to the rights of the Finance Partieswhich have shared in that redistribution.

(c)                                  If and to the extent that the recovering Lender is not able to rely onany rights of subrogation under paragraph (b) above, the relevant Obligorwill owe the recovering Lender a debt which is equal to the redistribution,immediately payable and of the type originally discharged.

(d)                                 If:

(i)                                     a recovering Lender must subsequently return a recovery, or an amountmeasured by reference to a recovery, to an Obligor; and

(ii)                                  the recovering Lender has paid a redistribution in relation to thatrecovery,

eachFinance Party must reimburse the recovering Lender all or the appropriateportion of the redistribution paid to that Finance Party, together withinterest for the period while it held the 

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redistribution.In this event, the subrogation in paragraph (b) above will operate inreverse to the extent of the reimbursement.

**32.3**                        Exceptions

Notwithstandingany other term of this Clause, a recovering Lender need not pay aredistribution to the extent that:

(a)                                  it would not, after the payment, have a valid claim against the relevantObligor in the amount of the redistribution; or

(b)                                 it would be sharing with another Finance Party any amount which therecovering Lender has received or recovered as a result of legal or arbitrationproceedings, where:

(i)                                     the recovering Lender notified the Facility Agent of those proceedings;and

(ii)                                  the other Finance Party had an opportunity to participate in thoseproceedings but did not do so or did not take separate legal or arbitrationproceedings as soon as reasonably practicable after receiving notice of them.

**33.**                               SEVERABILITY

If aterm of a Finance Document is or becomes illegal, invalid or unenforceable inany jurisdiction, that will not affect:

(a)                                  the legality, validity or enforceability in that jurisdiction of anyother term of the Finance Documents; or

(b)                                 the legality, validity or enforceability in other jurisdictions of thator any other term of the Finance Documents.

**34.**                               COUNTERPARTS

EachFinance Document may be executed in any number of counterparts. This has thesame effect as if the signatures on the counterparts were on a single copy ofthe Finance Document.

**35.**                               NOTICES

**35.1**                        In writing

(a)                                  Any communication in connection with a Finance Document must be inwriting and, unless otherwise stated, may be given:

(i)                                     in person, by post, fax, e-mail or any other electronic communicationapproved by the Facility Agent; or

(ii)                                  if between the Facility Agent and a Lender and the Facility Agent andthe Lender agree, by e-mail or other electronic communication.

(b)                                 For the purpose of the Finance Documents, an electronic communicationwill be treated as being in writing.

(c)                                  Unless it is agreed to the contrary, any consent or agreement requiredunder a Finance Document must be given in writing.

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**35.2**                        Contact details

(a)                                  Except as provided below, the contact details of each Party for allcommunications in connection with the Finance Documents are those notified bythat Party for this purpose to the Facility Agent on or before the date itbecomes a Party.

(b)                                 The address and facsimile number of the Company are:

Tele2 Sverige AB

Box62

S-16494 Kista

Sweden

Facsimile:               +468 56 26 42 01

Attention:              Håkan Zadler

with a copy to be sent to:

Banque Invik S.A.

7,avenue J.P. Pescatore

P.O. Box285

L-2012Luxembourg

Facsimile:               +352 27 751 272

Attention:              Head of Corporate Finance

orsuch other as the Company may notify to the Facility Agent by not less thanfive Business Days’ notice.

(c)                                  The address and facsimile number of the Facility Agent are:

WestLB AG, London Branch

WoolgateExchange

25Basinghall Street

London  EC2V 5HA

Facsimile:              +44 20 7020 7620

Attention:              Agency Dept.

orsuch other as the Facility Agent may notify to the other Parties by not lessthan five Business Days’ notice.

(d)                                 The address and facsimile number of the Parent are:

Tele2 AB

Skeppsbron18

POBox 2094

S-10313 Stockholm

Sweden

Facsimile:               +46 856 26 0040

Attention:              Lars-Johan Jarnheimer

witha copy to be sent to:

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Banque Invik S.A.

7,avenue J.P. Pescatore

P.O. Box285

L-2012Luxembourg

Facsimile:               +35227 751 272

Attention:              Head of Corporate Finance

orsuch other as the Parent shall notify to the Facility Agent by not less thanfive Business Days’ notice.

(e)                                  Where a Party nominates a particular department or officer to receive acommunication, a communication will not be effective if it fails to specifythat department or officer.

**35.3**                        Effectiveness

(a)                                  Except as provided below, any communication in connection with a FinanceDocument will be deemed to be given as follows:

(i)                                     if delivered in person, at the time of delivery;

(ii)                                  if posted, five days after being deposited in the post, postage prepaid,in a correctly addressed envelope;

(iii)                               if by fax, when received in legible form; and

(iv)                              if by e-mail or any other electronic communication, when received inlegible form.

(b)                                 A communication given under paragraph (a) above but received on anon-working day or after business hours in the place of receipt will only bedeemed to be given on the next working day in that place.

(c)                                  A communication to the Facility Agent will only be effective on actualreceipt by it.

**35.4**                        Obligors

(a)                                  All communications under the Finance Documents to or from an Obligormust be sent through the Facility Agent.

(b)                                 All communications under the Finance Documents to or from an Obligor(other than the Company) must be sent through the Company.

(c)                                  Each Obligor (other than the Company) irrevocably appoints the Companyto act as its agent:

(i)                                     to give and receive all communications under the Finance Documents;

(ii)                                  to supply all information concerning itself to any Finance Party; and

(iii)                               to sign all documents under or in connection with the Finance Documents.

(d)                                 Any communication given to the Company in connection with a FinanceDocument will be deemed to have been given also to the other Obligors.

(e)                                  The Facility Agent may assume that any communication made by the Companyis made with the consent of each other Obligor.

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**36.**                               LANGUAGE

(a)                                  Any notice given in connection with a Finance Document must be inEnglish.

(b)                                 Any other document provided in connection with a Finance Document mustbe:

(i)                                     in English; or

(ii)                                  (unless the Facility Agent otherwise agrees) accompanied by a certifiedEnglish translation. In this case, the English translation prevails unless thedocument is a statutory or other official document.

**37.**                               GOVERNING LAW

ThisAgreement is governed by English law.

**38.**                               ENFORCEMENT

**38.1**                        Jurisdiction

(a)                                  The English courts have exclusive jurisdiction to settle any dispute inconnection with any Finance Document.

(b)                                 The English courts are the most appropriate and convenient courts tosettle any such dispute and each Obligor waives objection to those courts onthe grounds of inconvenient forum or otherwise in relation to proceedings inconnection with any Finance Document.

(c)                                  This Clause is for the benefit of the Finance Parties only. To theextent allowed by law, a Finance Party may take:

(i)                                     proceedings in any other court; and

(ii)                                  concurrent proceedings in any number of jurisdictions.

**38.2**                        Service of process

(a)                                  Each Obligor not incorporated in England and Wales irrevocably appointsTele2 (UK) Communications Limited as its agent under the Finance Documents forservice of process in any proceedings before the English courts.

(b)                                 If any person appointed as process agent is unable for any reason to actas agent for service of process, the Company (on behalf of all the Obligors) mustimmediately appoint another agent on terms acceptable to the Facility Agent. Failingthis, the Facility Agent may appoint another agent for this purpose.

(c)                                  Each Obligor agrees that failure by a process agent to notify it of anyprocess will not invalidate the relevant proceedings.

(d)                                 This Clause does not affect any other method of service allowed by law.

**38.3**                        Waiver of immunity

EachObligor irrevocably and unconditionally:

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(a)                                  agrees not to claim any immunity from proceedings brought by a Finance Partyagainst it in relation to a Finance Document and to ensure that no such claimis made on its behalf;

(b)                                 consents generally to the giving of any relief or the issue of anyprocess in connection with those proceedings; and

(c)                                  waives all rights of immunity in respect of it or its assets.

This Agreement has been entered into on the datestated at the beginning of this Agreement.

 

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**SCHEDULE 1**

**ORIGINALPARTIES**

 
| **Name of Original Guarantor** | ** ** | **Registration number  (or equivalent, if any)** | ** ** |
|-----------------------------------------------|------------|----------------------------------------------------------------------|------------|
| Tele2 AB (publ)                               |       | 556410-8917                                                          |       |

 

**Commitments**

 
| **Name of Original Lender**                      | ** ** | **Facility A Commitments  (SEK)** | ** ** |
|-----------------------------------------------------------------|------------|---------------------------------------------|------------|
| ABN AMRO Bank N.V.,  Stockholm branch                           |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| Citibank International  plc                                     |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| Crédit Agricole Stockholm Branch of Calyon Bank SA, France |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| DnB NOR Bank ASA                                                |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| Nordea Bank AB (publ)                                           |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| SEB Merchant Banking,  Skandinaviska Enskilda Banken AB (publ)  |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| Société Générale                            |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| Svenska Handelsbanken  AB (publ)                                |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| The Royal Bank of  Scotland plc                                 |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| WestLB AG, London  Branch                                       |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| **Total Facility A Commitments**                                | ** ** | **SEK 5,000,000,000**                       | ** ** |

 
| **Name of Original Lender**                      | ** ** | **Facility B Commitments  (SEK)** | ** ** |
|-----------------------------------------------------------------|------------|---------------------------------------------|------------|
| ABN AMRO Bank N.V.,  Stockholm branch                           |       | 400,000,000                                 |       |
|                                                            |       |                                        |       |
| Citibank International  plc                                     |       | 400,000,000                                 |       |
|                                                            |       |                                        |       |
| Crédit Agricole Stockholm Branch of Calyon Bank SA, France |       | 400,000,000                                 |       |
|                                                            |       |                                        |       |
| DnB NOR Bank ASA                                                |       | 400,000,000                                 |       |
|                                                            |       |                                        |       |
| Nordea Bank AB (publ)                                           |       | 400,000,000                                 |       |

 

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| SEB Merchant Banking,  Skandinaviska Enskilda Banken AB (publ) |       | 400,000,000           |       |
|----------------------------------------------------------------|------------|-----------------------|------------|
|                                                           |       |                  |       |
| Société Générale                           |       | 400,000,000           |       |
|                                                           |       |                  |       |
| Svenska Handelsbanken  AB (publ)                               |       | 400,000,000           |       |
|                                                           |       |                  |       |
| The Royal Bank of  Scotland plc                                |       | 400,000,000           |       |
|                                                           |       |                  |       |
| WestLB AG, London  Branch                                      |       | 400,000,000           |       |
|                                                           |       |                  |       |
| **Total Facility B Commitments**                               | ** ** | **SEK 4,000,000,000** | ** ** |

 
| **Name of Original Lender**                      | ** ** | **Facility C Commitments  (SEK)** | ** ** |
|-----------------------------------------------------------------|------------|---------------------------------------------|------------|
| ABN AMRO Bank N.V.,  Stockholm branch                           |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| Citibank International  plc                                     |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| Coöperatieve Centrale  Raiffeisen-Boerenleenbank B.A.      |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| Crédit Agricole Stockholm Branch of Calyon Bank SA, France |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| Danske Bank A/S  Denmark, Sweden Branch                         |       | 1,000,000,000                               |       |
|                                                            |       |                                        |       |
| DnB NOR Bank ASA                                                |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| HSBC Bank plc                                                   |       | 1,000,000,000                               |       |
|                                                            |       |                                        |       |
| ING Bank N.V.                                                   |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| Nordea Bank AB (publ)                                           |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| SEB Merchant Banking,  Skandinaviska Enskilda Banken AB (publ)  |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| Société Générale                            |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| Svenska Handelsbanken  AB (publ)                                |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| The Royal Bank of  Scotland plc                                 |       | 800,000,000                                 |       |
|                                                            |       |                                        |       |
| WestLB AG, London  Branch                                       |       | 300,000,000                                 |       |
|                                                            |       |                                        |       |
| **Total Facility C Commitments**                                | ** ** | **SEK 10,100,000,000**                      | ** ** |

**Note: The Commitments set out in this Schedule 1 are subject toadjustment in accordance with Clause 3(c) (Commitments) of the Amendmentand Restatement Agreement.**

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**SCHEDULE 2**

**CONDITIONSPRECEDENT DOCUMENTS**

**PART 1**

**TO BE DELIVEREDBEFORE THE FIRST REQUEST**

**Original Obligors**

1.                                       A copy of the constitutional documents of each Original Obligor.

2.                                       A copy of a resolution of the board of directors of each OriginalObligor approving the terms of, and the transactions contemplated by, thisAgreement.

3.                                       A specimen of the signature of each person authorised on behalf of anOriginal Obligor to execute or witness the execution of any Finance Document orto sign or send any document or notice in connection with any Finance Document.

4.                                       A certificate of an authorised signatory of the Company certifying thateach copy document specified in Part 1 of this Schedule is correct,complete and in full force and effect as at a date no earlier than the SigningDate.

5.                                       Evidence that the agent of the Original Obligors under the FinanceDocuments for service of process in England and Wales has accepted itsappointment.

**Legal opinions**

1.                                       A legal opinion of Allen & Overy LLP legal advisers in Englandto the Mandated Lead Arrangers and the Facility Agent, addressed to the FinanceParties.

2.                                       A legal opinion of  Setterwalls,legal advisers in Sweden to the Mandated Lead Arrangers and the Facility Agent,addressed to the Finance Parties.

**Other documents and evidence**

1.                                       Evidence that all fees and expenses then due and payable from theCompany under this Agreement have been or will be paid by the first UtilisationDate.

2.                                       Evidence that the Existing Facility will be prepaid and cancelled infull, on or by the first Utilisation Date.

3.                                       A release agreement signed by Nordea Bank AB (publ) (in its capacity assecurity agent under the Existing Facility), WestLB AG, London Branch (in itscapacity as facility agent under the Existing Facility) and each obligor underthe Existing Facility confirming that the guarantees given under the ExistingFacility and the Security Interests arising in connection with the ExistingFacility will be released subject to the satisfaction of the conditionsspecified therein.

4.                                       The Original Financial Statements.

5.                                       A structure chart of the Group.

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6.                                       Evidence that if a Compliance Certificate had been delivered on 30thSeptember, 2004 (in respect of the Ratio Period ending on that date), the ratioof Consolidated Total Net Debt on that date to Consolidated EBITDA for theRatio Period ending on that date would have been less than 1.00:1.

7.                                       A copy of any other authorisation or other document, opinion orassurance which the Facility Agent has notified the Company is necessary ordesirable in connection with the entry into and performance of, and thetransactions contemplated by, any Finance Document or for the validity andenforceability of any Finance Document.

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**PART 2**

**FOR ANADDITIONAL GUARANTOR**

**Additional Guarantors**

1.                                       An Accession Agreement, duly executed by the Company and the AdditionalGuarantor.

2.                                       A copy of the constitutional documents of the Additional Guarantor.

3.                                       A copy of a resolution of the board of directors of the AdditionalGuarantor approving the terms of, and the transactions contemplated by, theAccession Agreement.

4.                                       A specimen of the signature of each person authorised on behalf of theAdditional Guarantor to execute or witness the execution of any FinanceDocument or to sign or send any document or notice in connection with anyFinance Document.

5.                                       A certificate of an authorised signatory of the Additional Guarantor

(a)                                  certifying that each copy document specified in Part 2 of thisSchedule is correct, complete and in full force and effect as at a date noearlier than the date of the Accession Agreement;

(b)                                 confirming that guaranteeing the Total Commitments in full would notbreach any limit in its memorandum or articles of association binding on it.

6.                                       If available, a copy of the latest audited accounts of the AdditionalGuarantor.

7.                                       Evidence that the agent of the Additional Guarantor under the FinanceDocuments for service of process in England and Wales has accepted itsappointment.

**Legalopinions**

A legal opinion of:

(a)                                  legal advisers to the Agent in the jurisdiction of incorporation of theAdditional Guarantor addressed to the Finance Parties; and.

(b)                                 Allen & Overy LLP, legal advisers in England to the FacilityAgent, addressed to the Finance Parties.

**Other documents and evidence**

1.                                       Evidence that all expenses due and payable from the Company under thisAgreement in respect of the Accession Agreement have been paid.

2.                                       A copy of any other authorisation or other document, opinion orassurance which the Facility Agent has notified the Company is necessary ordesirable in connection with the entry into and performance of, and thetransactions contemplated by, the Accession Agreement or for the validity andenforceability of any Finance Document.

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**SCHEDULE 3**

**FORM OFREQUEST**

To:          WESTLBAG, London Branch as Facility Agent

From:      Tele2Sverige AB

Date:       [                               ]

**TELE2 SVERIGE AB - SEK19,100,000,000 Credit Agreementdated 23rd November, 2004 (as amended and restated on 10th October, 2005**(the**Agreement**)

1.                                       We refer to the Agreement. This is a Request.

2.                                       We wish to borrow a Loan on the following terms:

(a)                                  Utilisation Date:[                               ]

(b)                                 Amount/currency:[                                         ]

(c)                                  Term:[                                         ].

(d)                                 The Loan is to be a [Facility A/Facility B/Facility C] Loan.

3.                                       Our payment instructions are:[                                    ].

4.                                       We confirm that:

(a)                                  each condition precedent under the Agreement which must be satisfied onthe date of this Request is so satisfied; and

(b)                                 the Loan will be applied in accordance with Clause 3 (Purpose) of theAgreement.

5.                                       This Request is irrevocable.

By:

Tele2 Sverige AB

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**SCHEDULE 4**

**CALCULATIONOF THE MANDATORY COST**

**1.**                                      General

(a)                                  The Mandatory Cost is to compensate a Lender for the cost of compliancewith:

(i)                                     the requirements of the Bank of England and/or the Financial ServicesAuthority (or, in either case, any other authority which replaces any of itsfunctions); or

(ii)                                  the requirements of the European Central Bank.

(b)                                 The Mandatory Cost is expressed as a percentage rate per annum.

(c)                                  The Mandatory Cost is the weighted average (weighted in proportion tothe percentage share of each Lender in the relevant Loan) of the rates for theLenders calculated by the Facility Agent in accordance with this Schedule onthe first day of a Term (or as soon as possible after then).

(d)                                 The Facility Agent must distribute each amount of Mandatory Cost amongthe Lenders on the basis of the rate for each Lender.

(e)                                  Any determination by the Facility Agent pursuant to this Schedule willbe, in the absence of manifest error, conclusive and binding on all theParties.

**2.**                                      For a Lender lending from a Facility Office in the U.K.

(a)                                  The relevant rate for a Lender lending from a Facility Office in theU.K. is calculated in accordance with the following formulae:

for a Loan in Sterling:
| AB + C(B - D) + E x 0.01 | per cent. per annum |
|--------------------------|---------------------|
| 100 - (A + C)            |

for any other Loan:
| E x 0.01 | per cent. per annum |
|----------|---------------------|
| 300      |

where on the day of application of the formula:

A                                      is the percentage of that Lender’s eligible liabilities (in excess ofany stated minimum) which the Bank of England requires it to hold on anon-interest-bearing deposit account in accordance with its cash ratiorequirements;

B                                        is the percentage rate of LIBOR for the relevant Term;

C                                        is the percentage (if any) of that Lender’s eligible liabilities whichthe Bank of England requires it to place as an interest bearing specialdeposit;

D                                       is the percentage rate per annum payable by the Bank of England oninterest bearing special deposits; and

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E                                         is calculated by the Facility Agent as being the average of the rates ofcharge under the fees rules supplied by the Reference Banks to theFacility Agent under paragraph (d) below and expressed in pounds per £1million.

(b)                                 For the purposes of this paragraph 2:

(i)                                     **eligible liabilities** and**special deposit(s) **have themeanings given to them at the time of application of the formula pursuant tothe Bank of England Act 1988 or (as appropriate) by the Bank of England;

(ii)                                  **fees rules **means the thencurrent rules on periodic fees in the Supervision Manual of the FSAHandbook or any other law or regulation as may then be in force for the paymentof fees for the acceptance of deposits;

(iii)                               **fee tariffs** means the fee tariffsspecified in the fees rules under fee-block Category A1 (Depositacceptors) (ignoring any minimum fee or zero rated fee required pursuant to thefees rules but applying any applicable discount rate); and

(iv)                              **tariff base** has the meaning given to itin, and will be calculated in accordance with, the fees rules.

(c)                                  (i)                                     In the application of the formulae, A, B, C and D are included asfigures and not as percentages, e.g. if A = 0.5% and B = 15%, AB is calculatedas 0.5 x 15. A negative result obtained by subtracting D from B is taken aszero.

(ii)                                  Each rate calculated in accordance with a formula is, if necessary,rounded upward to four decimal places.

(d)                                 If requested by the Facility Agent, each Reference Bank must, as soon aspracticable after publication by the Financial Services Authority, supply tothe Facility Agent the rate of charge payable by that Reference Bank to theFinancial Services Authority under the fees rules for that financial yearof the Financial Services Authority (calculated by that Reference Bank as beingthe average of the fee tariffs applicable to that Reference Bank for thatfinancial year) and expressed in pounds per £1 million of the tariff base ofthat Reference Bank.

(e)                                  Each Lender must supply to the Facility Agent the information requiredby it to make a calculation of the rate for that Lender. In particular, eachLender must supply the following information on or prior to the date on whichit becomes a Lender:

(i)                                     the jurisdiction of its Facility Office; and

(ii)                                  any other information that the Facility Agent reasonably requires forthat purpose.

EachLender must promptly notify the Facility Agent of any change to the informationsupplied to it under this paragraph. If a Lender fails to supply theinformation under this sub-paragraph (e) the Facility Agent will assumethat the Lender has not incurred a Mandatory Cost under this paragraph 2 (For aLender lending from a Facility Office in the U.K.).

(f)                                    The percentages of each Lender for the purposes of A and C above and therates of charge of each Reference Bank for the purpose of E above aredetermined by the Facility Agent based upon the information supplied to itunder paragraphs (d) and (e) above. Unless a Lender notifies theFacility Agent to the contrary, the Facility Agent may assume that the Lender’sobligations in respect of cash ratio deposits and special deposits are the sameas those of a typical bank from its jurisdiction of incorporation with aFacility Office in the U.K.

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(g)                                 The Facility Agent has no liability to any Party if its calculation overor under compensates any Lender. The Facility Agent is entitled to assume thatthe information provided by any Lender or Reference Bank under this Schedule istrue and correct in all respects.

**3.**                                      For a Lender lending from a Facility Office in a Participating MemberState

(a)                                  The relevant rate for a Lender lending from a Facility Office in aParticipating Member State is the percentage rate per annum notified by thatLender to the Facility Agent. This percentage rate per annum must be certifiedby that Lender in its notice to the Facility Agent as its reasonabledetermination of the cost (expressed as a percentage of that Lender’s share in allLoans made from that Facility Office) of complying with the minimum reserverequirements of the European Central Bank in respect of Loans made from thatFacility Office.

(b)                                 If a Lender fails to specify a rate under paragraph (a) above, theFacility Agent will assume that the Lender has not incurred any such cost.

**4.**                                      Changes

(a)                                  The Facility Agent may, after consultation with the Company and theLenders, determine and notify all the Parties of any amendment to this Schedulewhich is required to reflect:

(i)                                     any change in law or regulation; or

(ii)                                  any requirement imposed by the Bank of England, the Financial ServicesAuthority or the European Central Bank (or, in any case, any successorauthority).

(b)                                 If the Facility Agent, after consultation with the Company, determinesthat the Mandatory Cost for a Lender lending from a Facility Office in the U.K.can be calculated by reference to a screen, the Facility Agent may notify allthe Parties of any amendment to this Agreement which is required to reflect this.

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**SCHEDULE 5**

**FORM OFTRANSFER CERTIFICATE**

To:          WESTLBAG, London Branch as Facility Agent

From:      [THEEXISTING LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender)

Date:       [                         ]

**TELE2 SVERIGE AB - SEK19,100,000,000 Credit Agreementdated 23rd November, 2004 (as amended and restated on 10th October, 2005)**(the**Agreement**)

We refer to the Agreement. This is a TransferCertificate.

1.                                       The Existing Lender transfers by novation to the New Lender the ExistingLender’s rights and obligations referred to in the Schedule below in accordancewith the terms of the Agreement.

2.                                       The proposed Transfer Date is [     ].

3.                                       The administrative details of the New Lender for the purposes of theAgreement are set out in the Schedule.

4.                                       This Transfer Certificate is governed by English law.

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**THE SCHEDULE**

**Rights and obligations to betransferred by novation**[insert relevant details, including applicableCommitment (or part)]

**Administrative details of the NewLender**[insert details of Facility Office, address fornotices and payment details etc.]

[**EXISTING LENDER**]                                                                          [**NEW LENDER**]

By:                                                                                                           By:

The Transfer Date is confirmed by the Facility Agentas[                  ].

WESTLB AG, LONDON BRANCH

By:

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**SCHEDULE 6**

**EXISTINGSECURITY**

 
| **Member(s) of the Group creating  security**               | ** ** | **Details of security**                                                                                    | ** ** | **Maximum principal amount secured**                                                                     |
|------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|
| St Petersburg  Telecom, Oblcom and Rostov Cellular Communication |       | Equipment in the Russian Federation charged in  favour of Skandinaviska Enskilda Banken                    |       | EUR 30,400,000                                                                                           |
| Tango S.A.                                                       |       | Retention of title over UMTS equipment leased                                                              |       | SEK 30,000,000                                                                                           |
| Tele2 St  Petersburg Holding AB                                  |       | Pledge over shares in St Petersburg Telecom and  Oblcom                                                    |       | Together with the pledge over shares in Tele2 St  Petersburg Holding AB (detailed below), SEK 24,000,000 |
| The Company                                                      |       | Pledge over shares in Tele2 St Petersburg Holding AB                                                       |       |                                                                                                     |
| The Company                                                      |       | Cash deposited as security for a deferred purchase  price of up to £10,000,000                        |       | SEK 70,000,000                                                                                           |
| The Company                                                      |       | Equipment leased under a financial lease with  Affarsverket Svenska Kraftnät, Vattenfall and Sydkraft |       | SEK 141,000,000                                                                                          |

** **

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** **

**SCHEDULE 7**

**FORM OFCOMPLIANCE CERTIFICATE**

To:          WESTLBAG, London Branch as Facility Agent

From:      Tele2AB (publ)

Date:       [                              ]

**TELE2 SVERIGE AB - SEK19,100,000,000 Credit Agreementdated 23rd November, 2004 (as amended and restated on 10th October, 2005)**(the**Agreement**)

1.                                       We refer to the Agreement. This is a Compliance Certificate.

2.                                       We confirm that as at [relevant testing date]:

(a)                                  Consolidated EBITDA was [      ]; andConsolidated Total Net Debt is[               ];therefore, the ratio of Consolidated Total Net Debt to Consolidated EBITDA was[    ] to 1;

(b)                                 Consolidated EBITDA was[            ] andConsolidated Interest Expense was[           ];therefore, the ratio of Consolidated EBITDA to Consolidated Interest Expensewas [    ] to 1; and

(c)                                  on the basis of (a) above, the applicable Margin in respect ofFacility B Loans and Facility C Loans is [     ] percent. per annum.

3.                                       We set out below calculations establishing the figures in paragraph 2above:

[                        ].

4.                                       We confirm that the following companies were Material Subsidiaries at[relevant testing date]:

[       ].

5.                                       [We confirm that no Default is outstanding as at [relevant testingdate].(1)

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(1)             Ifthis statement cannot be made, the certificate should identify any Default thatis outstanding and the steps, if any, being taken to remedy it.

Tele2 AB (publ)

By:

83

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**SCHEDULE 8**

**FORM OFACCESSION AGREEMENT**

To:          [WestLB,London Branch] as Facility Agent

From:      Tele2Sverige AB and [Proposed Guarantor]

Date:       [                        ]

**TELE2 SVERIGE AB - SEK19,100,000,000 Credit Agreementdated 23rd November, 2004 (as amended and restated on 10th October, 2005)**(the**Agreement**)

We refer to the Agreement. This is an AccessionAgreement.

[Name of company] of [address/registered office]agrees to become an Additional Guarantor and to be bound by the terms of theAgreement as an Additional Guarantor.

Our obligation as an Additional Guarantor shall belimited in accordance with[                ](2).

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(2)           Insertlimitation language agreed between the Company and the Facility Agent (bothacting reasonably).

This Accession Agreement is governed by English law.

Tele2 Sverige AB

By:

[PROPOSED GUARANTOR]

By:

84

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**SCHEDULE 9**

**FORM OFRESIGNATION REQUEST**

To:          WestLBAG, London Branch as Facility Agent

From:      Tele2Sverige AB and [relevant Guarantor]

Date:       [                       ]

**TELE2 SVERIGE AB - SEK19,100,000,000 Credit Agreementdated 23rd November, 2004****(as amendedand restated on 10th October, 2005)**(the **Agreement**)

1.                                       We refer to the Agreement. This is a Resignation Request.

2.                                       We request that [resigning Guarantor] be released from its obligationsas a Guarantor under the Agreement.

3.                                       We confirm that a breach of Clause 21.7 (Financial Indebtedness) wouldnot result from the acceptance of this Resignation Request.

4.                                       We confirm that as at the date of this Resignation Request no demand forthe payment of any money has been made in writing on that Guarantor which isoutstanding.

5.                                       This Resignation Request is governed by English law.

 
| Tele2 Sverige AB | [Relevant Guarantor] |
|------------------|----------------------|
|             |                 |
| By:              | By:                  |

 

The Facility Agent confirms that this resignationtakes effect on[                     ].

WestLB AG, London Branch

By:

 

85

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