kiiexhibit10_1agmt.htm


    C L I F F O R D


    C H A N C
E

     

    Execution
Copy

     

    DATED 15
SEPTEMBER 2009

     

    KRONOS
TITAN GMBH

     

    KRONOS
EUROPE S.A./N.V.

     

    KRONOS
TITAN AS

     

    KRONOS
NORGE AS

     

    TITANIA
AS

     

    AND

     

    KRONOS
DENMARK APS

     

    AS
BORROWERS

     

    KRONOS
TITAN GMBH

     

    KRONOS
EUROPE S.A./N.V.

     

    KRONOS
NORGE AS

     

    AND

     

    KRONOS
DENMARK APS

     

    AS
GUARANTORS

     

    WITH

     

    DEUTSCHE
BANK LUXEMBOURG S.A.

     

     

    ACTING AS
AGENT

     

    FOURTH
AMENDMENT AGREEMENT

     

    RELATING
TO A

     

    FACILITY
AGREEMENT

     

    DATED 25
JUNE 2002

     

    (as
amended by a first amendment agreement

     

    dated 3
September 2004, by a second amendment agreement

     

    dated 14
June 2005 and by a third amendment agreement

     

    dated 26
May 2008)

     

     

     

     

     

    
      C L I F F O R D


      C H A N C
E

    

     

     

     

     

           CONTENTS

     

    
      
        	
                CLAUSE

              	 
      	
                PAGE

              
	 	 	 
	 
      	 
      	 
      
	
                1.

              	
                Definitions
      and Interpretation

              	
                2

              
	 	 	 
	
                2.

              	
                Amendment

              	
                3

              
	 	 	 
	
                3.

              	
                Representations

              	
                3

              
	
              	
              	
              
	
                4.

              	
                Undertakings

              	
                3

              
	
              	
              	
              
	
                5.

              	
                Continuity
      and further Assurance

              	
                4

              
	
              	
              	
              
	
                6.

              	
                Fees,
      Costs and Expenses

              	
                4

              
	
              	
              	
              
	
                7.

              	
                Miscellaneous

              	
                5

              
	
              	
              	
              
	
                8.

              	
                Conclusion
      of this Agreement (Vertragsschluss)

              	
                5

              
	
              	
              	
              
	
                SCHEDULE
      1.

              	
                Conditions
      Precedent

              	
                7

              
	
              	
              	
              
	
                SCHEDULE
      2.

              	
                Amended
      Facility Agreement

              	
                9

              
	
              	
              	
              


      



    THIS FOURTH AMENDMENT AGREEMENT
is dated 15 September 2009

     

    (the
"Agreement") and is made
between:

     

    
      	
              (1)  

            	
              Kronos Titan GmbH
      (formerly known as Kronos Titan GmbH & Co. oHG), a limited
      liability company (Gesellschaft mit beschränkter
      Haftung) organised under the laws of the Federal Republic of
      Germany, having its business address at Peschstrasse 5, 51373 Leverkusen,
      Federal Republic of Germany, which is registered in the commercial
      register (Handelsregister) of the
      local court (Amtsgericht) of Köln
      under HRB 52058 (the "German
      Borrower");

            


    

     

    
      	
              (2)  

            	
              Kronos Europe S.A./N.V.,
      a Belgian company with its registered office
at

            


    

     

    
      	
               
      

            	
              Langerbruggekaai
      10, 9000 Ghent, Belgium, registered nationally under RPR 0449.103.862 (the
      "Belgian
      Borrower");

            


    

     

    
      	
              (3)  

            	
              Kronos Titan AS, a
      Norwegian company with registered office at Titangt.
  1,

            


    

     

    
      	
               
      

            	
              1630
      Gamle Fredrikstad, Norway, registered under no. 948 616 491 (the "Norwegian Borrower
      1");

            


    

     

    
      	
              (4)  

            	
              Titania AS, a Norwegian
      company with registered office at 4380 Hauge
i

            


    

     

    
      	
               
      

            	
              Dalane,
      Norway, registered under no. 916 769 318 (the "Norwegian Borrower
      2");

            


    

     

    
      	
              (5)  

            	
              Kronos Norge AS, a
      Norwegian company with registered office at Titangt.
  1,

            


    

     

    
      	
               
      

            	
              1630
      Gamle Fredrikstad, Norway, registered under no. 816 769 132 (the "Norwegian Borrower 3"
      and together with the Norwegian Borrower 1 and the Norwegian Borrower 2,
      collectively the "Norwegian
      Borrowers");

            


    

     

    
      	
              (6)  

            	
              Kronos Denmark ApS, a
      Danish company with registered office at c/o Gorrissen Federspiel
      Kierkegaard, H.C. Andersens Boulevard 12, 1553 København V, Denmark, with
      registration number CVR. no. 24 24 27 81 (the "Danish
      Borrower");

            


    

     

    
      	
              (7)  

            	
              Deutsche Bank AG as
      mandated lead arranger;

            


    

     

    
      	
              (8)  

            	
              THE LENDERS as specified
      on the signature page (the "Lenders");
      and

            


    

     

    
      	
              (9)  

            	
              Deutsche Bank Luxembourg S.A.
      as agent for the Finance Parties (as defined
  in

            


    

     

    
      	
               
      

            	
              the
      Original Facility Agreement) (the "Agent") and as security
      agent for the Secured Parties (as defined in the Original Facility
      Agreement).

            


    



    RECITALS:

     

    
      	
              (A)  

            	
              The
      Lenders made a facility available to the German Borrower, the Belgian
      Borrower, the Norwegian Borrowers and the Danish Borrower pursuant to the
      terms and conditions under the Original Facility Agreement (as defined
      below).

            


    

     

    
      	
              (B)  

            	
              The
      parties hereto have agreed to amend the Original Facility Agreement
      pursuant to the terms and conditions of this
  Agreement.

            


    

     

    IT IS AGREED as
follows:

     

    1. DEFINITIONS AND
INTERPRETATION

     

    1.1 Definitions

     

    In this
Agreement:

     

    "Amended Facility Agreement"
means the Original Facility Agreement, as amended by this
Agreement.

     

    "Effective Date" means the date
on which the Agent confirms to the Lenders and the German Borrower in writing
that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a
form and substance satisfactory to the Agent.

     

    "Original Facility Agreement"
means the EUR 80,000,000 multicurrency revolving facility agreement dated 25
June 2002 (as amended by a first amendment agreement dated 3 September 2004, by
a second amendment agreement dated 14 June 2005 and by a third amendment
agreement dated 26 May 2008) between, inter alia, Kronos Titan GmbH
(formerly known as Kronos Titan GmbH & Co. oHG), Kronos Europe S.A./N.V. and
others as borrowers, Kronos Titan GmbH (formerly known as Kronos Titan GmbH
& Co. oHG), Kronos Europe S.A./N.V. and others as guarantors, Deutsche Bank
AG as mandated lead arranger, Deutsche Bank Luxembourg S.A. as agent and
security agent and others.

     

    
      	
               
      

            	
              1.2

            	
              Unless
      a contrary indication appears, terms used in the Original
      Facility

            


    

     

    Agreement
shall, when used in this Agreement have the same meaning as in the Original
Facility Agreement.

     

    1.3Any reference in this Agreement to
a "Clause" or a "sub-clause" shall, subject to

    any
contrary indication, be construed as a reference to a clause or a sub-clause
hereof.



    2.           AMENDMENT

     

    2.1           Amendment
of the Original Facility Agreement

     

    As of the
Effective Date, the Original Facility Agreement shall be amended so that it
shall be read and construed for all purposes as set out in Schedule 2 (Amended Facility
Agreement).

     

    2.2 Security
Confirmation

     

    
      	
              (a)  

            	
              The
      German Borrower hereby confirms that the Security Documents entered into
      by it continue in full force and effect and also shall secure its
      obligations and the obligations of any of the other Obligors under the
      Amended Facility Agreement.

            


    

     

    
      	
              (b)  

            	
              The
      Belgian Borrower hereby confirms that the Security Documents entered into
      by it continue in full force and effect and also shall secure its
      obligations and the obligations of any of the other Obligors under the
      Amended Facility Agreement.

            


    

     

    
      	
              (c)  

            	
              Kronos
      Denmark ApS hereby confirms that the Security Documents entered into by it
      continue in full force and effect and also shall secure its obligations
      and the obligations of any of the other Obligors under the Amended
      Facility Agreement

            


    

     

    
      	
              (d)  

            	
              Each
      of the Norwegian Borrowers hereby confirms that the Security Documents
      entered into by it continue in full force and effect and also shall secure
      its obligations and the obligations of any of the other Norwegian
      Borrowers under the Amended Facility Agreement, in each case to the extent
      as permitted under the Norwegian Companies Act 1997 Section 8-7 and
      8-10.

            


    

     

    3. REPRESENTATIONS

     

    As of the
Effective Date, the Obligors make the representations set out in Clause 22
(Representations)
(other than Clause 22.10) of the Original Facility Agreement as if each
reference in those representations to "this Agreement" or "the Finance
Documents" includes a reference to (a) this Agreement and (b) the Amended
Facility Agreement.

     

    4. UNDERTAKINGS

     

    The
German Borrower undertakes to agree to take all necessary steps to effect
amendments of the Security Documents granted by it in relation to (i) an
extension of the Security to its entire stock (Warenbestand) of titanium
dioxide which is located on premises of the German Borrower or on premises of
certain third party warehouse

     

     

    keepers
and to deliver all information reasonably requested by the Security Agent, (ii)
an extension of the Security to certain present and future receivables acquired
by the the German Borrower from members of the Group and certain insurance
receivables and (iii) certain amendments to the reporting requirements in
relation to the Charged Property and certain other assets of the
Group.

     

    5. CONTINUITY
AND FURTHER ASSURANCE

     

    5.1         Continuing
obligations

     

    The
provisions of the Original Facility Agreement shall, save as amended in this
Agreement, continue in full force and effect.

     

    5.2Further assurance

     

    Each of
the Obligors shall, at the request of the Agent and at its own expense, do all
such acts and things necessary or desirable to give effect to the amendments
effected or to be effected pursuant to this Agreement.

     

    6. FEES,
COSTS AND EXPENSES

     

    6.1
     Amendment fee

     

    Each
Borrower jointly and severally agrees to pay an amendment fee in an aggregate
amount of EUR 300,000 to the Agent within five Business Days after the Effective
Date for the account of each Lender pro rata to each Lender's Commitment under
the Amended Facilities Agreement, provided that the Norwegian Borrowers shall
only be liable to the extent which is permitted under the Norwegian Companies
Act 1997 Section 8-7.

     

    6.2Transaction expenses

     

    Each of
the Borrowers shall within three Business Days of demand, pay the Agent the
amount of all reasonable out-of-pocket costs and expenses (including reasonable
legal fees of outside counsel) reasonably incurred by the Agent in connection
with the negotiation, preparation, printing and execution of this Agreement and
any other documents referred to in this Agreement.

     

    6.3Enforcement costs

     

    Each of
the Borrowers shall, within three Business Days of demand, pay to each Secured
Party and the Mandated Lead Arranger the amount of all reasonable out- of-pocket
costs and expenses (including legal fees) reasonably incurred by that Secured
Party or the Mandated Lead Arranger in connection with the enforcement of, or
the preservation of any rights, powers and remedies under this
Agreement.

     

    6.4      Stamp
taxes

     

    The
Borrowers shall pay and, within three Business Days of demand, indemnify each
Finance Party against any cost, loss or liability that Finance Party incurs in
relation to all stamp duty, registration and other similar Taxes payable in
respect of this Agreement.

     

    7. MISCELLANEOUS

     

    7.1          Incorporation
of terms

     

    The
provisions of Clause 16 (Tax
Gross Up and Indemnities), Clause 37 (Partial Invalidity), Clause
38 (Remedies and waivers),
Clause 40 (Governing
Law) and Clause 41.1 (Jurisdiction of German
Courts) of the Original Facility Agreement shall be incorporated into
this Agreement as if set out in full in this Agreement and as if references in
those clauses to "this Agreement" or "the Finance Documents" are references to
this Agreement.

     

    
      	
              7.2

            	
              Designation
      as Finance Document

            


    

     

    The
German Borrower and the Agent designate this Agreement as a Finance Document by
execution of this Agreement for the purposes of the definition of Finance
Document in the Original Facility Agreement.

     

    8. CONCLUSION
OF THIS AGREEMENT (VERTRAGSSCHLUSS)

     

    
      	
               
      

            	
              8.1

            	
              The
      Parties to this Agreement may choose to conclude this Agreement by
      an

            


    

     

    exchange
of signed signature page(s), transmitted by means of telecommunication
(telekommunikative Übermittlung) by way of fax or attached as an electronic
photocopy (pdf., tif., etc.) to electronic mail.

     

    8.2If the Parties to this Agreement
choose to conclude this Agreement in accordance

     

    with
sub-clause 8.1 above, they will transmit the signed signature page(s) of this
Agreement to Mrs. Corinna May / Mr. Philipp Kropatscheck of Clifford Chance
Partnerschaftsgesellschaft (each a "Recipient"). The Agreement
will be considered concluded once a Recipient has actually received the signed
signature page(s) (Zugang der
Unterschriftsseite(n)) from all Parties to this
Agreement and at the time of the receipt of the last outstanding signature
page(s).

     

    8.3For the purposes of this Clause 8
only, the Parties to this Agreement appoint each

    Recipient
individually as agent of receipt (Empfangsvertreter) and
expressly allow (gestatten) the Recipients to
collect the signed signature page(s) from all and for all Parties to this
Agreement. For the avoidance of doubt, no Recipient will have any further duties
connected with its position as Recipient. In particular, each Recipient may
assume the conformity to the authentic original(s) of the signature page(s)
transmitted to it by means of telecommunication, the genuineness of all
signatures on the original signature page(s) and the signing authority of the
signatories.

     

    THIS AGREEMENT has been
entered into on the date stated at the beginning of this Agreement.

     

    SCHEDULE
1

     

    Conditions
Precedent

     

    1. Obligors

     

    (a)A copy
of the constitutional documents of each Obligor.

     

    (b)A copy
of a resolution of the board of directors of the Belgian Borrower,

     

    each
Norwegian Borrower and the Danish Borrower:

     

    
      	
              (i)  

            	
              approving
      the terms of, and the transactions contemplated by, this Agreement and
      resolving that it executes this
Agreement;

            


    

     

    
      	
              (ii)  

            	
              authorising
      a specified person or persons to execute this Agreement on its behalf;
      and

            


    

     

    
      	
              (iii)  

            	
              authorising
      a specified person or persons, on its behalf, to sign and/or despatch all
      documents and notices to be signed and/or despatched by it under or in
      connection with this Agreement.

            


    

     

    (c)A copy
of a resolution signed by all the holders of the issued shares in
the

     

    German
Borrower, approving the terms of, and the transactions contemplated by, this
Agreement.

     

    (d)         A
specimen of the signature of each person authorised to sign this

     

    Agreement.

     

    (e)A
certificate validly signed on behalf of the relevant Obligor
confirming

     

    that
borrowing and/or guaranteeing and/or securing the Total Commitments would not
cause any borrowing and/or guaranteeing and/or security limit binding on it to
be exceeded.

     

    (f)A
certificate of an authorised signatory of the relevant Obligor
certifying

     

    that each
copy document relating to it specified in this Schedule 1 is correct, complete
and in full force and effect as at a date no earlier than the date of this
Agreement.

     

    (g)         Copies
of the Original Financial Statements (as defined in the Amended

    Facility
Agreement) of each Obligor.



    


     

    2. Legal Opinions

     

    
      	
              (a)  

            	
              A
      legal opinion of Clifford Chance Partnerschaftsgesellschaft, legal
      advisers to the Agent in Germany, substantially in the form distributed to
      the Lenders prior to signing this
Agreement.

            


    

     

    
      	
              (b)  

            	
              A
      legal opinion of Clifford Chance, legal advisers to the Agent in Belgium,
      substantially in the form distributed to the Lenders prior to signing this
      Agreement.

            


    

     

    
      	
              (c)  

            	
              A
      legal opinion of Bugge, Arentz-Hansen & Rasmussen, legal advisers to
      the Agent in Norway, substantially in the form distributed to the Lenders
      prior to signing this Agreement.

            


    

     

    
      	
              (d)  

            	
              A
      legal opinion of Gorissen Federspiel Kierkegaard, legal advisers to the
      Agent in Denmark, substantially in the form distributed to the Lenders
      prior to signing this Agreement.

            


    

     

    
      	
              (e)  

            	
              A
      legal opinion of Clifford Chance LLP, legal advisers to the Agent in the
      United States of America, substantially in the form distributed to the
      Lenders prior to signing this
Agreement.

            


    

     

    3. Other documents and
evidence

     

    
      	
              (a)  

            	
              A
      copy of a confirmation and amendment agreement relating to the
      Subordination Agreement, duly executed by the Parent and the German
      Borrower.

            


    

     

    
      	
              (b)  

            	
              A
      copy of a confirmation and amendment agreement relating to the global
      assignment agreement and to the security transfer agreement each dated 25
      June 2002 and entered into between the German Borrower and the Security
      Agent.

            


    

     

    
      	
              (c)  

            	
              A
      copy of the Structure Chart as of recent
date.

            


    

     

    
      	
              (d)  

            	
              A
      copy of any other Authorisation or other document, opinion or assurance
      which the Agent considers to be necessary or desirable in connection with
      the entry into and performance of the transaction contemplated by this
      Agreement or for the validity and enforceability of this
      Agreement.

            


    


     

    SCHEDULE
2

     

    Amended
Facility Agreement

     

     

    DATED 25
June 2002

     

    as
amended by an amendment agreement dated 3 September 2004, a second
amendment

     

    agreement
dated 14 June 2005, a third amendment agreement dated 26 May 2008 and
a

     

    fourth
amendment agreement dated 15 September 2009

     

    KRONOS
TITAN GMBH

     

    KRONOS
EUROPE S.A./N.V.

     

    KRONOS
TITAN AS

     

    TITANIA
AS

     

    KRONOS
NORGE AS

     

    AND

     

    KRONOS
DENMARK APS

     

    as
Borrowers

     

    KRONOS
TITAN GMBH & CO. OHG

     

    KRONOS
EUROPE S.A./N.V.

     

    KRONOS
NORGE AS

     

    AND

     

    KRONOS
DENMARK APS

     

    as
Guarantors

     

    DEUTSCHE
BANK AG

     

    as
Mandated Lead Arranger

     

    DEUTSCHE
BANK LUXEMBOURG S.A.

     

    as Agent
and Security Agent

     

    and

     

    KBC
BANK NV

     

    as
Fronting Bank

     

    and

     

     

    Others

     

     

    EUR
80,000,000

     

    FACILITY
AGREEMENT



    CONTENTS

     

    
      
        	
                CLAUSE

              	
                PAGE

              
	
                1.

              	
                Definitions
      And Interpretation

              	
                3

              
	
                2.

              	
                The
      Facility

              	
                24

              
	
                3.

              	
                Purpose

              	
                24

              
	
                4.

              	
                Conditions
      Of Utilisation

              	
                24

              
	
                5.

              	
                Utilisation

              	
                27

              
	
                6.

              	
                Optional
      Currencies

              	
                28

              
	
                7.

              	
                Letters
      of Credit

              	
                29

              
	
                8.

              	
                Repayment

              	
                31

              
	
                9.

              	
                Borrower's
      Liabilities In Relation To Letters Of Credit

              	
                31

              
	
                10.

              	
                Prepayment
      And Cancellation

              	
                33

              
	
                11.

              	
                Interest

              	
                36

              
	
                12.

              	
                Default
      Interest

              	
                36

              
	
                13.

              	
                Interest
      Periods and Terms

              	
                37

              
	
                14.

              	
                Changes
      To The Calculation Of Interest

              	
                38

              
	
                15.

              	
                Fees

              	
                39

              
	
                16.

              	
                Tax
      Gross Up And Indemnities

              	
                41

              
	
                17.

              	
                Increased
      Costs

              	
                45

              
	
                18.

              	
                Other
      Indemnities

              	
                46

              
	
                19.

              	
                Mitigation
      By The Lenders

              	
                47

              
	
                20.

              	
                Costs
      And Expenses

              	
                48

              
	
                21.

              	
                Guarantee
      And Indemnity

              	
                50

              
	
                22.

              	
                Representations

              	
                53

              
	
                23.

              	
                Information
      Undertakings

              	
                57

              
	
                24.

              	
                Financial
      Covenants

              	
                59

              
	
                25.

              	
                General
      Undertakings

              	
                62

              
	
                26.

              	
                Events
      Of Default

              	
                71

              
	
                27.

              	
                Changes
      To The Lenders

              	
                76

              
	
                28.

              	
                Changes
      To The Obligors

              	
                80

              
	
                29.

              	
                Role
      Of The Agent, the Security Agent And The Mandated Lead
      Arranger

              	
                81

              
	
                30.

              	
                Conduct
      Of Business By The Finance Parties

              	
                90

              
	
                31.

              	
                Sharing
      Among The Finance Parties

              	
                92

              
	
                32.

              	
                The
      Lenders and the Fronting Bank

              	
                92

              
	
                33.

              	
                Payment
      Mechanics

              	
                95

              
	
                34.

              	
                Set-Off

              	
                98

              
	
                35.

              	
                Notices

              	
                98

              
	
                36.

              	
                Calculations
      And Certificates

              	
                101

              
	
                37.

              	
                Partial
      Invalidity

              	
                101

              
	
                38.

              	
                Remedies
      And Waivers

              	
                101

              
	
                39.

              	
                Amendments
      And Waivers

              	
                101

              
	
                40.

              	
                Governing
      Law

              	
                103

              
	
                41.

              	
                Enforcement

              	
                103

              
	
                Schedule
      1

              	
                The
      Original Lenders

              	
                105

              
	
                Schedule
      2

              	
                Conditions
      Precedent

              	
                107

              
	
                Schedule
      3

              	
                Utilisation
      Request

              	
                110

              
	
                Schedule
      4

              	
                Mandatory
      Cost Formulae

              	
                113

              
	
                Schedule
      5

              	
                Form
      of Transfer Certificate

              	
                118

              
	
                Schedule
      6

              	
                Form
      of Compliance Certificate

              	
                123

              
	
                Schedule
      7

              	
                Existing
      Security

              	
                126

              
	
                Schedule
      8

              	
                Existing
      Financial Indebtedness

              	
                128

              
	
                Schedule
      9

              	
                Timetables

              	
                130

              
	
                Schedule
      10

              	
                Form
      of Combining Schedule

              	
                133

              
	
                Schedule
      11

              	
                Form
      of Confidentiality Undertaking

              	
                150

              
	
                Schedule
      12

              	
                Form
      of Letter of Credit

              	
                156

              
	
                Schedule
      13

              	
                Form
      of Auditor's Report

              	
                159

              


      

    

     

    THIS AGREEMENT is dated 25
June 2002 (as amended by an amendment agreement dated 3 September 2004, a second
amendment agreement dated 14 June 2005, a third amendment agreement dated 26 May
2008 and a fourth amendment agreement dated 15 September 2009) and made
between:

     

    
      	
              (1)  

            	
              KRONOS TITAN GMBH
      (formerly known as Kronos Titan GmbH, & Co. oHG, the "German Borrower"), KRONOS EUROPE S.A./N.V.
      (the "Belgian
      Borrower"), KRONOS
      TITAN AS (the "Norwegian Borrower 1"),
      TITA­NIA AS
      (the "Norwegian
      Borrower 2"), KRONOS NORGE AS (the
      "Nor­wegian Borrower
      3" and together with the Norwegian Borrower 1 and the Norwegian
      Borrower 2, collectively the “Norwegian Borrowers”)
      and KRONOS DENMARK APS
      (the "Danish
      Borrower"), as borrowers (each a "Borrower" and together
      the "Borrowers");

            


    

     

    
      	
              (2)  

            	
              KRONOS TITAN GMBH
      (formerly known as Kronos Titan GmbH, & Co. oHG), KRONOS EUROPE S.A./N.V.
      (the "Belgian
      Guarantor"), KRONOS NORGE AS (the
      "Norwegian
      Guarantor") and KRONOS DEMARK APS (the
      "Danish
      Guarantor"), as guarantors (each a "Guarantor" and together
      the "Guarantors");

            


    

     

    
      	
              (3)  

            	
              DEUTSCHE BANK AG as
      mandated lead arranger (the "Mandated Lead
      Ar­ranger");

            


    

     

    
      	
              (4)  

            	
              KBC BANK NV as fronting
      bank (the "Fronting
      Bank");

            


    

     

    
      	
              (5)  

            	
              THE FINANCIAL INSTITUTIONS
      listed in Schedule 1 (The Original
      Lend­ers) as lenders (the "Original Lenders");
      and

            


    

     

    
      	
              (6)  

            	
              DEUTSCHE BANK LUXEMBOURG S.A.
      as agent of the other Finance Par­ties (the "Agent") and as Security
      Agent for the Secured Parties (the "Security
      Agent").

            


    

     

    IT IS AGREED as
follows:

     

    SECTION
1

     

    INTERPRETATION

     

    1. DEFINITIONS AND
INTERPRETATION

     

    1.1 Definitions

     

    In this
Agreement:

     

    "Additional Cost Rate" has the
meaning given to it in Schedule 4 (Mandatory Cost
formulae).


     

    "Affiliate" means, in relation
to any person, a Subsidiary of that person or a Holding Company of that person
or any other Subsidiary of that Holding Com­pany.

     

    "Agent's Spot Rate of Exchange"
means the Agent's spot rate of exchange for the purchase of the relevant
currency with the Base Currency in the European foreign exchange market at or
about 11:00 a.m. on a particular day.

     

    "Applicable GAAP"
means:

     

    
      	
              (b)  

            	
              in
      relation to any Obligor whose jurisdiction of incorporation is the
      Fed­eral Republic of Germany, generally accepted accounting principles
      in the Federal Republic of Germany;

            


    

     

    
      	
              (c)  

            	
              in
      relation to any Obligor whose jurisdiction of incorporation is Belgium,
      generally accepted accounting principles in
  Belgium;

            


    

     

    
      	
              (d)  

            	
              in
      relation to any Obligor whose jurisdiction of incorporation is Norway,
      generally accepted accounting principles in Norway;
  and

            


    

     

    
      	
              (e)  

            	
              in
      relation to the Danish Borrower, generally accepted accounting
      princi­ples in Denmark; and

            


    

     

    
      	
              (f)  

            	
              in
      relation to the Parent, US GAAP.

            


    

     

    "Authorisation" means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.

     

    "Availability Period" means the
period from and including the date of this Agreement to and including the
Business Day falling immediately before the Termination Date.

     

    "Available Commitment" means a
Lender's Commitment minus:

     

    
      	
              (a)  

            	
              the
      Base Currency Amount of its participation in any outstanding Loans and
      Letters of Credit; and

            


    

     

    
      	
              (b)  

            	
              in
      relation to any proposed Utilisation, the Base Currency Amount of its
      participation in any Loans and Letters of Credit that are due to be made
      on or before the proposed Utilisation
Date,

            


    

     

    other
than that Lender's participation in any Loans and Letters of Credit that are due
to be repaid, prepaid or expire on or before the proposed Utilisation
Date.

     

    "Available Facility" means the
aggregate for the time being of each Lender's Available
Commitment.


    


    "Base Currency" means
euros.

     

    "Base Currency Amount" means,
in relation to a Loan or a Letter of Credit, the amount specified in the
Utilisation Request delivered by a Borrower for that Loan or a Letter of Credit
(or, in the case of a Loan only, if the amount re­quested is not denominated
in the Base Currency, that amount converted into the Base Currency at the
Agent's Spot Rate of Exchange on the date which is three Business Days before
the Utilisation Date adjusted to reflect any repayment or prepayment of the
Loan).

     

    "Break Costs" means the amount
(if any) by which:

     

    
      	
              (a)  

            	
              the
      interest which a Lender should have received for the period from the date
      of receipt of all or any part of its participation in a Loan or Unpaid Sum
      to the last day of the current Interest Period in respect of that Loan or
      Unpaid Sum, had the principal amount or Unpaid Sum received been paid on
      the last day of that Interest Period;
exceeds:

            


    

     

    
      	
              (b)  

            	
              the
      amount which that Lender would be able to obtain by placing an amount
      equal to the principal amount or Unpaid Sum received by it on deposit with
      a leading bank in the Relevant Interbank Market for a period starting on
      the Business Day following receipt or recovery and ending on the last day
      of the current Interest Period.

            


    

     

    "Business Day"
means:

     

    
      	
              (a)  

            	
              (in
      relation to any day other than a date for the payment, purchase of, or
      rate fixing relating to euro) a day, other than a Saturday or Sunday, on
      which banks are open for general business in Luxembourg, (in relation to
      the Letter of Credit) the principal financial centre of the country of the
      Facility Office of the Fronting Bank and (in relation to any date for
      pay­ment or purchase of, or rate fixing relating to, a sum denominated
      in a currency other than euro) the principal financial centre of the
      country of that currency; or

            


    

     

    
      	
              (b)  

            	
              (in
      relation to any date for payment, purchase of, or rate fixing relating to
      euro) any TARGET Day.

            


    

     

    "Capital Lease" means any lease
or hire purchase contract which would, in ac­cordance with Applicable GAAP,
be treated as a finance or capital lease.

     

    "Cash Collateral" means, in
relation to any Letter of Credit or L/C Proportion

     

     

    of a
Letter of Credit, a deposit in an interest-bearing account or accounts with the
Fronting Bank as the Agent (with the consent of the Fronting Bank) may specify,
that deposit and account to be secured in favour of, and on terms and conditions
acceptable to, the Agent and the Fronting Bank.

     

     

    "Cash Collateral Documents"
means any documents as the Agent may specify, to be entered into in relation to
the Cash Collateral.

     

    "Cash Equivalent Investments"
means:

     

    
      	
              (a)  

            	
              marketable
      debt securities for which a recognised trading market exists (including
      money market funds that invest substantially all of their assets in debt
      securities accessible within 30 days) maturing within one year af­ter
      the relevant date of calculation, denominated in euros, sterling or
      dol­lars or kroner ("Accepted Currency")
      issued by any member state of the European Union, Norway and the United
      States of America which are not convertible into any other form of
      security;

            


    

     

    
      	
              (b)  

            	
              marketable
      debt securities for which a recognised trading market exists (including
      money market funds that invest substantially all of their assets in debt
      securities accessible within 30 days) maturing within one year af­ter
      the relevant date of calculation, denominated in any Accepted
      Cur­rency which are not convertible into any other form of security,
      rated P-1 (Moody's Investor Services Inc.) or A-1 (Standard & Poors'
      Corpora­tion);

            


    

     

    
      	
              (c)  

            	
              certificates
      of deposit and time deposits maturing within one year after the relevant
      date of calculation, denominated in any Accepted Currency issued by, and
      acceptances by, banking institutions authorised under ap­plicable
      legislation of any member state of the European Union, the United States
      of America or Norway which at the time of making such issue or
      acceptances, have outstanding debt securities rated as provided in
      paragraph (b) above or which have minimum capital of EUR 250,000,000;
      and

            


    

     

    
      	
              (d)  

            	
              such
      other securities (if any) as are approved in writing by the Agent, in each
      case to which any member of the Group is beneficially entitled at that
      time and which are not issued or guaranteed by any member of the
      Group.

            


    

     

    "Charged Property" means all
the assets of the Borrowers which from time to time are, or are expressed to be,
the subject of the Transaction Security.

     

    "Combining Schedule" means a
schedule substantially in the form set out in part I of
Schedule 10 (Form of Combining
Schedule) when delivered pursuant to Clause
23.3(a)(i) and part II of Schedule 10 (Form of Combining
Schedule)

     

    when
delivered pursuant to Clause 23.3(a)(ii), in each case combining the
finan­cial information of the Parent including each of the Obligors and its
Subsidiaries (on a legal entity basis) which is used to prepare and corresponds
with the Par­ent's (audited, in the case of a financial year) consolidated
balance sheet and statements of income and cash flows for the relevant financial
year or financial quarter (as the case may be), in each case prepared using US
GAAP.

     

    "Commitment"
means:

     

    
      	
              (a)  

            	
              in
      relation to an Original Lender, the amount in the Base Currency set
      opposite its name under the heading "Commitment" in Schedule 1 (The Original Lenders)
      and the amount of any other Commitment transferred to it under this
      Agreement; and

            


    

     

    
      	
              (b)  

            	
              in
      relation to any other Lender, the amount in the Base Currency of any
      Commitment transferred to it under this
  Agreement,

            


    

     

    to the
extent not cancelled, reduced or transferred by it under this
Agreement.

     

    "Compliance Certificate" means
a certificate substantially in the form set out in part I of Schedule 6 (Form of Compliance
Certificate).

     

    "Confidentiality Undertaking"
means a confidentiality undertaking substan­tially as set out in Schedule 11
(Form of Confidentiality
Undertaking) or in any other form agreed between the German Borrower and
the Agent.

     

    "Default" means an Event of
Default or any event or circumstance specified in Clause 26 (Events of Default) which
would (with the expiry of a grace period, the giving of notice, the making of
any determination under the Finance Docu­ments or any combination of any of
the foregoing) be an Event of Default.

     

    "Environmental Claim" means any
claim, proceeding or investigation by any person in respect of any Environmental
Law.

     

    "Environmental Law" means any
applicable law in any jurisdiction in which any member of the Group conducts
business which relates to the pollution or protection of the environment or harm
to or the protection of human health or the health of animals or
plants.

     

    "Environmental Permits" means
any permit, licence, consent, approval and other authorisation and the filing of
any notification, report or assessment re­quired under any Environmental Law
for the operation of the business of any member of the Group conducted on or
from the properties owned or used by the relevant member of the
Group.

     

    "EURIBOR" means, in relation to
any Loan in euro:


     

    
      	
              (a)  

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
              (b)  

            	
              (if
      no Screen Rate is available for the Interest Period of that Loan) the
      arithmetic mean of the rates (rounded upwards to four decimal places) as
      supplied to the Agent at its request quoted by the Reference Banks to
      leading banks in the European interbank
market,

            


    

     

    as of the
Specified Time on the Quotation Day for the offering of deposits in euro for a
period comparable to the Interest Period of the relevant Loan.

     

    "Event of Default" means any
event or circumstance specified as such in Clause 26 (Events
ofDefault).

     

    "Expiry Date" means, in
relation to any Letter of Credit, the date on which the maximum aggregate
liability under that Letter of Credit is to be reduced to zero provided that any such date
will end on or before the Termination Date.

     

    "Facility" means the revolving
loan and letter of credit facility made available under this Agreement as
described in Clause 2 (The
Facility).

     

    "Facility Office" means the
office or offices notified by a Lender to the Agent in writing on or before the
date it becomes a Lender (or, following that date, by not less than five
Business Days' written notice) as the office or offices through which it will
perform its obligations under this Agreement.

     

    "Fee Letter" means any letter
or letters dated on or about the date of this Agreement or on or about the date
of the Third Amendment Agreement, or on or about the date of the Fourth
Amendment Agreement between the Mandated Lead Arranger and the German Borrower
(or the Agent and the German Bor­rower or the Fronting Bank and the relevant
Borrower) setting out any of the fees referred to in Clause 15 (Fees) or any other fees
agreed between the parties to such letter or letters.

     

    "Finance Document" means this
Agreement, the First Amendment Agreement, the Second Amendment Agreement, the
Third Amendment Agreement, the Fourth Amendment Agreement, the Security
Documents, the Subordination Agreement, any Fee Letter and any other document
designated as such by the Agent and the German Borrower.

     

    "Finance Party" means the
Agent, the Mandated Lead Arranger, the Fronting Bank, the Security Agent or a
Lender.

     

    "Financial Indebtedness" means
any indebtedness for or in respect of: (a) moneys borrowed;

     

    
      	
              (b)  

            	
              any
      amount raised by acceptance under any acceptance credit
      facility;

            


    

     

    
      	
              (c)  

            	
              any
      amount raised pursuant to any note purchase facility or the issue of
      bonds, notes, debentures, loan stock or any similar
      instrument;

            


    

     

    
      	
              (d)  

            	
              the
      amount of any liability in respect of any Capital
  Lease;

            


    

     

    
      	
              (e)  

            	
              receivables
      sold or discounted (other than any receivables to the extent they are sold
      on a non-recourse basis);

            


    

     

    
      	
              (f)  

            	
              any
      amount under any other transaction (including any forward sale or purchase
      agreement) having the commercial effect of a borrowing as de­fined in
      paragraphs (a) or (c) above (which, for the avoidance of doubt, shall not
      include deferred payment obligations which are standard within the
      industry and in the ordinary course of
  business);

            


    

     

    
      	
              (g)  

            	
              any
      derivative transaction and the resulting net liability as determined from
      time to time, if any, entered into in connection with protection against
      or benefit from fluctuation in any rate or price (and, when
      calcu­lating the value of any derivative transaction, only the marked
      to market value shall be taken into
account);

            


    

     

    
      	
              (h)  

            	
              any
      counter-indemnity obligation in respect of a guarantee, indemnity, bond,
      standby or documentary letter of credit or any other instrument
      is­sued by a bank or financial institution;
  and

            


    

     

    
      	
              (i)  

            	
              the
      amount of any liability in respect of any guarantee or indemnity for any
      of the items referred to in paragraphs (a) to (h)
  above.

            


    

     

    "First Amendment Agreement"
means the amendment agreement dated 3 Sep­tember 2004 relating to this
Agreement.

     

    "Fourth Amendment Agreement"
means the amendment agreement dated on or about 15 September 2009 relating to
this Agreement.

     

    "Fourth Amendment Agreement Effective
Date" means the Effective Date as defined in the Fourth Amendment
Agreement.

     

    "Fronting Bank" means KBC Bank
NV.

     

    "Group" means each of the
Obligors and their Subsidiaries.

     

    "Holding Company" means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.

     

    "Intellectual Property" means
all patents, trade marks, service marks, trade

     

    names,
design rights, copyright (including rights in computer software and
moral

     

    rights
and in published and unpublished work), titles, rights to know-how and other
intellectual property rights, in each case whether registered or unregistered
and including applications for the grant of any of the foregoing and all rights
or forms of protection having equivalent or similar effect to any of the
foregoing which may subsist anywhere in the world.

     

    "Interest Period" means, in
relation to a Loan, each period determined in ac­cordance with Clause 13
(Interest Periods) and,
in relation to an Unpaid Sum, each period determined in accordance with Clause
12.1 (Default interest
peri­ods).

     

    "Intra-group Loan" means a
borrowing of money as defined in paragraphs (a),

     

    (c) and (f)
of the definition of Financial Indebtedness from the Parent or any other member
of the Kronos Group by any member of the Group.

     

    "Kronos Group" means Kronos
Worldwide, Inc. and its Subsidiaries (other than any such Subsidiaries which
form part of the Group).

     

    "L/C Amount"
means:

     

    
      	
              (a)  

            	
              each
      sum paid or due and payable by the Fronting Bank to the benefici­ary
      of a Letter of Credit pursuant to the terms of that Letter of Credit;
      and

            


    

     

    
      	
              (b)  

            	
              all
      liabilities, costs (including, without limitation, any costs incurred in
      funding any amount which falls due from the Fronting Bank under a
      Let­ter of Credit), claims, losses and out-of-pocket expenses which
      the Front­ing Bank incurs or sustains in connection with a Letter of
      Credit,

            


    

     

    in each
case which has not been reimbursed pursuant to Clause 9 (Borrower's li­abilities in
relation to Letters of Credit).

     

    "L/C Commission Rate" means a
letter of credit commission rate of 1.75 per cent. per annum.

     

    "L/C Proportion" means, in
relation to a Lender in respect of any Letter of Credit and save as otherwise
provided in this Agreement, the proportion (ex­pressed as a percentage)
borne by that Lender's Available Commitment to the Available Facility
immediately prior to the issue of that Letter of Credit.

     

    "Legal Opinions" means the
legal opinions delivered to the Agent pursuant to Clause 4.1 (Initial conditions
precedent).

     

    "Legal Reservations"
means:

     

     

    
      	
              (a)  

            	
              the
      principle that equitable remedies may be granted or refused at the
      discretion of a court, the limitation of enforcement by laws relating to
      in­solvency, reorganisation and other laws generally affecting the
      rights of creditors; and

            


    

     

    
      	
              (b)  

            	
              the
      time bearing of claims, defences of set-off or counterclaim and
      simi­lar principles which are set out in the Legal Opinions as
      qualifications as to matters of
law.

            


    

     

    "Lender" means:

     

    
      	
              (a)  

            	
              any
      Original Lender; and

            


    

     

    
      	
              (b)  

            	
              any
      bank, financial institution, trust, fund or other entity which has
      be­come a Party in accordance with Clause 27 (Changes to the
      Lenders),

            


    

     

    which in
each case has not ceased to be a Party in accordance with the terms of this
Agreement.

     

    "Letter of Credit" means a
letter of credit issued or to be issued by the Fronting Bank under the Facility
substantially in the form set out in Schedule 12 (Form of Letter of Credit) or
in such other form requested by the Borrower which is ac­ceptable to the
Agent and the Fronting Bank.

     

    "LIBOR" means:

     

    
      	
              (a)  

            	
              in
      relation to any Loan (other than a Loan denominated or to be
      denomi­nated in sterling), the applicable Screen Rate;
    or

            


    

     

    
      	
              (b)  

            	
              in
      relation to (i) any Loan denominated in or to be denominated in
      ster­ling or (ii) any other Loan if no Screen Rate is available for
      the currency or Interest Period of that other Loan, the arithmetic mean of
      the rates (rounded upwards to four decimal places) as supplied to the
      Agent at its request quoted by the Reference Banks to leading banks in the
      London interbank market,

            


    

     

    as of the
Specified Time on the Quotation Day for the offering of deposits in the currency
of that Loan and for a period comparable to the Interest Period for that
Loan.

     

    "Loan" means a loan made or to
be made under the Facility or the principal amount outstanding for the time
being of that loan.

     

    "LMA" means the Loan Market
Association. 

     

    "Majority Lenders"
means:

     

    
      	
              (a)  

            	
              until
      the Total Commitments have been reduced to zero, a Lender or Lenders whose
      Commitments aggregate more than 51% of the Total Commitments (or, if the
      Total Commitments have been reduced to zero and there are no Loans or
      Letters of Credit then outstanding, aggregated more than 51% of the Total
      Commitments immediately prior to the re­duction);
  or

            


    

     

    
      	
              (b)  

            	
              at
      any other time, a Lender or Lenders whose participations in the Out-
      standings aggregate more than 51% of all the
  Outstanding.

            


    

     

    "Mandatory Cost" means the
percentage rate per annum calculated by the Agent in accordance with Schedule 4
(Mandatory Cost
formulae).

     

    "Margin" means

     

    (a)until
and including the Original Leverage Test Compliance Date

     

    
      	
              (i)  

            	
              3.00
      per cent. per annum while the Outstandings are less than 33. 1/3 % of the
      Total Commitments;

            


    

     

    
      	
              (ii)  

            	
              3.50
      per cent. per annum while the Outstandings are equal to or higher than 33.
      1/3 % of the Total Commitments but less than 66. 2/3 % of the Total
      Commitments;

            


    

     

    
      	
              (iii)  

            	
              4.00
      per cent. per annum while the Outstandings are equal to or higher than 66.
      2/3 % of the Total Commitments;

            


    

     

    provided that any increase or
decrease in the Margin pursuant to this paragraph (a) shall take effect in
relation to a Loan only after the last day of the Interest Period for that Loan;
and

     

    (b) thereafter
1.75 per cent. per annum.

     

    However,
the decrease in the Margin for a Loan following the Original Leverage Test
Compliance Date shall take effect on the date which is the first day of the next
Interest Period for that Loan following receipt by the Agent of the
Compli­ance Certificate for that Relevant Period pursuant to Clause 23.4
(Compliance Certificate).

     

    "Material Adverse Effect" means
a material adverse effect on the business, as­sets or financial condition of
the German Borrower, the Belgian Borrower or the Group taken as a
whole.

     

    "Material Contracts" means any
agreements including licence agreements en-

     

    tered
into by any member of the Group which is reasonably likely to be
material

     

    to the
business or financial condition of any Obligor or the Group taken as a
whole.

     

    "Material Subsidiary" means
Unterstützungskasse Kronos Titan GmbH and any other Subsidiary of any
Obligor:

     

    
      	
              (a)  

            	
              whose
      total assets represent 5 per cent. or more of the consolidated
      total

            


    

     

    
      	
               
      

            	
              assets
      of the Group; or

            


    

     

    
      	
              (b)  

            	
              whose
      total operating income represents 5 per cent. or more of the
      con-

            


    

     

    
      	
               
      

            	
              solidated
      total operating income of the
Group,

            


    

     

    all as
shown (in the case of any Subsidiary) in its most recent annual or half yearly
accounts (consolidated, as the case may be, if it has Subsidiaries) and (in the
case of the Group) the most recent annual or, as the case may be, half yearly
Combining Schedules of the Group, provided that:

     

    (i)if any
Material Subsidiary sells, transfers or otherwise disposes of

     

    the
majority of its undertaking or assets (whether by a single transaction or a
number of related transactions) to any other member of the Group:

     

    
      	
              (1)  

            	
              that
      other member of the Group shall be deemed to
be-

            


    

     

    
      	
               
      

            	
              come
      a Material Subsidiary on the date of the relevant sale, transfer or
      disposal; and

            


    

     

    
      	
              (2)  

            	
              any
      Material Subsidiary which sells, transfers or
  other-

            


    

     

    
      	
               
      

            	
              wise
      disposes of the majority of its undertaking or assets (whether by a single
      transaction or a number of related transactions) shall no longer be a
      Material Subsidiary on the date of the relevant sale, transfer or
      disposal, until the Material Subsidiaries are next determined from the
      an­nual or half yearly accounts referred to
  above;

            


    

     

    (ii)if
any Material Subsidiary does not satisfy either of the tests set

     

    out in
paragraphs (a) and (b) above for reasons other than those referred to under
paragraph (i) above, then such Material Subsidi­ary shall cease to be a
Material Subsidiary from the point of time that the non-satisfaction of such
tests can be determined from the annual audited accounts or the half yearly
unaudited accounts re­ferred to above; and

     

    
      	
               
      

            	
              (iii)
      if a Subsidiary has been acquired since the date as of which the latest
      consolidated annual or half yearly accounts of the
  Group

            


    


     

    were
prepared, such accounts shall be adjusted in order to take into account the
acquisition of such Subsidiary.

     

    "Month" means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that:

     

    
      	
              (a)  

            	
              if
      the numerically corresponding day is not a Business Day, that period shall
      end on the next Business Day in that calendar month in which that period
      is to end if there is one, or if there is not, on the immediately
      pre­ceding Business Day; and

            


    

     

    
      	
              (b)  

            	
              if
      there is no numerically corresponding day in the calendar month in which
      that period is to end, that period shall end on the last Business Day in
      that calendar month.

            


    

     

    The above
exceptions will only apply to the last Month of any period. 

     

    "Obligor" means a Borrower or a
Guarantor.

     

    "Optional Currency" means a
currency (other than the Base Currency) which complies with the conditions set
out in Clause 4.3 (Conditions
relating to Op­tional Currencies).

     

    "Original Financial Statements"
means:

     

    
      	
              (a)  

            	
              in
      relation to the Norwegian Guarantor, its audited consolidated financial
      statements for the financial year ended 31 December 2008 prepared
      us­ing Applicable GAAP;

            


    

     

    
      	
              (b)  

            	
              in
      relation to each Obligor, its audited unconsolidated financial
      state­ments for the financial year ended 31 December 2008 prepared
      using Applicable GAAP; and

            


    

     

    
      	
              (c)  

            	
              in
      relation to the Group, a Combining Schedule for the financial year ended
      31 December 2008 prepared using US
GAAP.

            


    

     

    "Original Leverage Test Compliance
Date" means the first date following the Fourth Amendment Agreement
Effective Date on which a Compliance Certifi­cate is delivered to the Agent
in accordance with Clause 23.4 (Compliance Cer­tificate)
evidencing compliance with each paragraph of Clause 24.2 (Financial condition)
(including, for the avoidance of doubt, paragraph (a) of Clause 24.2 (Financial condition), even
though the Borrowers are not required to maintain compliance with paragraph (a)
of Clause 24.2 (Financial
condition) until the Relevant Period to which such Compliance Certificate
relates).

     

    "Outstandings" means at any
time, the aggregate of the Base Currency Amounts of the outstanding Loans and
the amount of the maximum actual and contingent liabilities of the Lenders in
respect of each outstanding Letter of Credit.

     

    "Parent" means Kronos
International, Inc., a Delaware corporation.

     

    "Participating Member State"
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accor­dance with legislation of the
European Community relating to Economic and Monetary Union.

     

    "Party" means a party to this
Agreement.

     

    "Permitted Affiliate
Transactions" means any transaction entered into between any member of
the Group and the Parent or any other member of the Kronos Group either (i)
which is necessary to accommodate legal or regulatory require­ments of such
member of the Group, or (ii) following the Original Leverage Test Compliance
Date in the ordinary course of trading or business and in accordance with past
practice.

     

    "Permitted Financial
Indebtedness" means Financial Indebtedness, without
duplication:

     

    
      	
              (a)  

            	
              arising
      under or permitted pursuant to the Finance
  Documents;

            


    

     

    
      	
              (b)  

            	
              incurred
      with the prior written consent of the Majority Lenders and any Refinancing
      thereof;

            


    

     

    
      	
              (c)  

            	
              existing
      on the date of this Agreement and listed in Schedule 8 (Existing Financial
      Indebtedness) and any Refinancing thereof, provided that the
      Financial Indebtedness referred to in item 1 of Schedule 8 (Existing Fi­nancial
      Indebtedness) (or any Refinancing thereof) is repaid upon the first
      Utilisation Date and the Financial Indebtedness referred to in item 7 of
      Schedule 8 (Existing
      Financial Indebtedness) (or any Refinancing thereof) is repaid no
      later than 120 days from the date of this Agreement and provided further that
      any Refinancing of the Financial Indebted­ness referred to in
      items 2 and 3 of Schedule 8 (Existing Financial
      In­debtedness) is subject to a subordination agreement between
      the debtor, the creditor and the Security Agent on substantially the same
      terms as in the Subordination
Agreement;

            


    

     

    
      	
              (d)  

            	
              arising
      under any derivative transaction entered into by any member of the Group
      in respect of Financial Indebtedness of such members of the Group and any
      Refinancing thereof provided that such
      derivative transactions are (i) entered into to protect members of the
      Group from fluctua­tions in interest rates on outstanding Financial
      Indebtedness to the extent the notional principal amount of such
      derivative transactions does not, at the time of the incurrence thereof,
      exceed the principal amount of the Fi­nancial Indebtedness to which
      such derivative transaction relates and (ii) entered into in the ordinary
      course of business of such members of the Group and not for investment or
      speculative purposes;

            


    

     

     

    
      	
              (e)  

            	
              arising
      under any commodity agreements or currency agreements entered into by any
      member of the Group provided that (i) in the
      case of any such currency agreements which relate to Financial
      Indebtedness or trade payables of any member of the Group, such currency
      agreements do not increase the outstanding Financial Indebtedness or trade
      payables of such member of the Group (other than as a result of
      fluctuations in foreign currency exchange rates or by reason of fees,
      indemnities and compensa­tion payable thereunder) and (ii) in the case
      of any such commodity agreements or currency agreements, such agreements
      are entered into in the ordinary course of business of such members of the
      Group and not for investment or speculative
  purposes;

            


    

     

    
      	
              (f)  

            	
              owed
      by any Obligor to any other
Obligor;

            


    

     

    
      	
              (g)  

            	
              owed
      by any member of the Group which is not an Obligor to any other member of
      the Group which is not an Obligor or to an Obligor, unless incurred in
      violation of this Agreement;

            


    

     

    
      	
              (h)  

            	
              arising
      under any Intra-group Loans provided that the
      payment claims of the Parent or any other member of the Kronos Group in
      respect of any such Intra-group Loans have been subordinated to the claims
      of the Fi­nance Parties pursuant to the Subordination Agreement;
      and

            


    

     

    
      	
              (i)  

            	
              arising
      from the honouring by a Lender or other financial institution of a cheque,
      draft or similar instrument inadvertently (except in the case of daylight
      overdrafts) drawn against insufficient funds in the ordinary course of
      business, provided that
      such Financial Indebtedness is extin­guished within two
      Business Days of incurrence;

            


    

     

    
      	
              (j)  

            	
              consisting
      of guarantees, indemnities or obligations in respect of custom­ary
      purchase price adjustments in connection with the acquisition of or
      disposal over assets up to an aggregate amount of EUR 2,000,000 (or its
      equivalent in another currency or
currencies);

            


    

     

    
      	
              (k)  

            	
              incurred
      by the Norwegian Borrower 2 in the ordinary course of business to finance
      the purchase price for the acquisition of heavy earth moving equipment or
      other similar equipment related to mining by it or any
  Re-

            


    


     

    financing
thereof up to an aggregate amount of EUR 10,000,000 (or its equivalent in
another currency or currencies);

     

    (l)         incurred
by any member of the Group the principal amount of which

     

    (when
aggregated with the principal amount of all other Financial In­debtedness
incurred by the members of the Group other than any Finan­cial Indebtedness
permitted under paragraphs (a) to (k) above) does not exceed EUR 5,000,000 (or
its equivalent in another currency or curren­cies).

     

    "Permitted Loans and
Guarantees" means:

     

    
      	
              (a)  

            	
              any
      guarantee or indemnity granted by any member of the Group or any
      assumption of liability in respect of any obligation of any other person
      made by any member of the Group in the ordinary course of its trading or
      business and upon terms usual for such trading or
  business;

            


    

     

    
      	
              (b)  

            	
              any
      guarantee or indemnity required under any of the Finance
      Docu­ments;

            


    

     

    
      	
              (c)  

            	
              any
      loan, grant of credit, guarantee or indemnity or assumption of any
      li­ability in respect of any other person which is granted or made by
      any member of the Group who is not an Obligor to or for the benefit of an
      Obligor;

            


    

     

    
      	
              (d)  

            	
              any
      loan, grant of credit, guarantee or indemnity or assumption of any
      li­ability in respect of any other person which is granted or made by
      any Obligor to or for the benefit of any other Obligor;
  and

            


    

     

    
      	
              (e)  

            	
              any
      loan granted by any Obligor to any wholly-owned subsidiary being a member
      of the Group which is not an Obligor (including the sale or
      dis­counting of receivables by any member of the Group to the German
      Bor­rower) up to an aggregate amount of EUR
  5,000,000.

            


    

     

    "Permitted Profit and Loss Transfer
Agreement" has the meaning ascribed to such term in Clause
25.16.

     

    "Quotation Day" means, in
relation to any period for which an interest rate is to be
determined:

     

    
      	
              (a)  

            	
              (if
      the currency is euro) two TARGET Days before the first day of that period;
      or

            


    

     

    
      	
              (b)  

            	
              (for
      any other currency) two Business Days before the first day of that
      period,

            


    


     

    unless
market practice differs in the Relevant Interbank Market for a currency, in
which case the Quotation Day for that currency will be determined by the Agent
in accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant
Inter­bank Market on more than one day, the Quotation Day will be the last
of those days).

     

    "Reference Banks" means
Deutsche Bank Luxembourg S.A. and the principal offices of KBC Bank N.V. and
DnBNOR Bank ASA or such other bank or banks as may from time to time be agreed
between the German Borrower and the Agent acting on the instructions of the
Majority Lenders.

     

    "Refinance" means, in respect
of any Financial Indebtedness, to refinance in whole or in part the amount of
such Financial Indebtedness on arms' length terms and in accordance with market
standards and the terms "Refinanced" and "Refinancing" shall be construed
accordingly.

     

    "Relevant Interbank Market"
means in relation to euro, the European inter-

     

    bank
market and, in relation to any other currency, the London interbank
market.

     

    "Relevant Jurisdiction"
means:

     

    
      	
              (a)  

            	
              the
      jurisdiction of incorporation of each member of the Group;
    and

            


    

     

    
      	
              (b)  

            	
              the
      jurisdiction where any asset subject to or intended to be subject to the
      Transaction Security is situated.

            


    

     

    "Repeating Representations"
means each of the representations set out in Clauses 22.1 (Status) to 22.6 (Governing law and
enforcement), Clause 22.9 (No default), Clause 22.13
(No proceedings pending or
threatened), Clause 22.19 (Legal and beneficial owner)
and Clause 22.20 (No winding
up).

     

    "Rollover Loan" means one or
more Loans:

     

    (a)made
or to be made on the same day that a:

     

    (i) maturing
Loan is due to be repaid; or

     

    (ii) demand in
respect of a Letter of Credit is due to be met;

     

    (b)the
aggregate amount of which is equal to or less than the maturing
Loan

     

    or Letter
of Credit;

     

    (c)        in
the same currency as the maturing Loan (unless it arose as a result
of

    the
operation of Clause 6.2 (Unavailability of a
currency)) or Letter of Credit; and


     

    (d)made
or to be made to the same Borrower for the purpose of:

     

    
      	
              (i)  

            	
              refinancing
      a maturing Loan; or

            


    

     

    
      	
              (ii)  

            	
              satisfying
      any demand made by the Fronting Bank through the Agent pursuant to a
      drawing under a Letter of Credit.

            


    

     

    "Screen Rate"
means:

     

    
      	
              (a)  

            	
              in
      relation to any amount to be advanced or owing in euro, the
      percent­age rate per annum determined by the Banking Federation of the
      Euro­pean Union for the relevant period;
and

            


    

     

    
      	
              (b)  

            	
              in
      all other respects, the British Bankers Association Interest Settlement
      Rate for the relevant currency and
period,

            


    

     

    displayed
on the appropriate page of the Reuters screen. If the agreed page is replaced or
service ceases to be available, the Agent may specify another page or service
displaying the appropriate rate in the Agent's reasonable discretion with the
approval of the German Borrower (which approval shall not be unreasonably
withheld or delayed) and after consultation with the Lenders.

     

    "Second Amendment Agreement"
means the amendment agreement dated 14 June 2005 relating to this
Agreement.

     

    "Secured Parties" means the
Security Agent, the Agent, the Fronting Bank and each Lender from time to time
party to this Agreement.

     

    "Security" means a mortgage,
charge, pledge, lien or other security interest se­curing any obligation of
any person or any other agreement or arrangement hav­ing a similar
effect.

     

    "Security Document" means each
of the documents delivered to the Agent listed in Section 4 of Schedule 2 (Conditions Precedent)
together with any other document entered into by a Borrower creating or
expressed to create Security over all or any part of its assets in respect of
the obligations of any of the Obli­gors under any of the Finance
Documents.

     

    "Specified Time" means a time
determined in accordance with Schedule 9 (Timetables).

     

    "Structure Chart" means a chart
showing the Parent and its Subsidiaries and any direct shareholders of any
member of the Group and the relationship be­tween all such
entities.


    "Subordination Agreement" means
the subordination agreement entered into between the Security Agent, the Parent
and the German Borrower.

     

    "Subsidiary" means in relation
to any company or corporation, a company or corporation:

     

    
      	
              (a)  

            	
              which
      is controlled, directly or indirectly, by the first mentioned com­pany
      or corporation;

            


    

     

    
      	
              (b)  

            	
              more
      than half the issued share capital of which is beneficially owned,
      directly or indirectly by the first mentioned company or corporation;
      or

            


    

     

    
      	
              (c)  

            	
              which
      is a Subsidiary of another Subsidiary of the first mentioned com­pany
      or corporation,

            


    

     

    and for
this purpose, a company or corporation shall be treated as being con­trolled
by another if that other company or corporation is able to direct its affairs
and/or to control the composition of its board of directors or equivalent
body.

     

    "TARGET" means Trans-European
Automated Real-time Gross Settlement Ex­press Transfer payment
system.

     

    "TARGET2" means the
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19
November 2007.

     

    "TARGET Day"
means:

     

    
      	
              (a)  

            	
              until
      such time as TARGET is permanently closed down and ceases op­erations,
      any day on which both TARGET and TARGET2 are;
  and

            


    

     

    
      	
              (b)  

            	
              following
      such time as TARGET is permanently closed down and ceases operations, any
      day on which TARGET2 is,

            


    

     

    open for
the settlement of payments in euro.

     

    "Tax" means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).

     

    "Term" means, in relation to
any Letter of Credit, the period from its Utilisation Date until its Expiry
Date.

     

    "Termination Date" means the
date falling 36 Months after the date of the Third Amendment
Agreement.


    "Third Amendment Agreement"
means the amendment agreement dated on or about 26 May 2008 relating to this
Agreement.

     

    "Total Commitments" means the
aggregate of the Commitments, being EUR 80,000,000 at the date of this
Agreement.

     

    "Transaction Security" means
the Security created or expressed to be created in favour of the Security Agent
and/or the Secured Parties pursuant to the Secu­rity Documents or this
Agreement.

     

    "Transfer Certificate" means a
certificate substantially in one of the forms set out in Schedule 5 (Form of Transfer Certificate)
or any other form agreed be­tween the Agent and the German
Borrower.

     

    "Transfer Date" means, in
relation to a transfer, the later of:

     

    (a) the
proposed Transfer Date specified in the Transfer Certificate; and

     

    (b) the date
on which the Agent executes the Transfer Certificate.

     

    "Unpaid Sum" means any sum due
and payable but unpaid by an Obligor under the Finance Documents.

     

    "US GAAP" means generally
accepted accounting principles in the United States of America.

     

    "Utilisation" means a
utilisation of the Facility, whether by way of Loan or Let­ter of
Credit.

     

    "Utilisation Date" means the
date of a Utilisation, being the date on which a Loan is to be made or the
relevant Letter of Credit is to be issued.

     

    "Utilisation Request" means a
notice substantially in the form set out in Schedule 3 (Utilisation
Request).

     

    1.2 Construction

     

    (a)Unless
a contrary indication appears, any reference in this Agreement to:

     

    
      	
              (i)  

            	
              the
      "Agent", the
      "Mandated Lead
      Arranger", the "Security Agent", any
      "Finance Party",
      any "Lender", the
      "Parent", any
      "Obligor" or any
      "Party" shall be
      construed so as to include its successors in title, permitted assigns and
      permitted transferees;

            


    

     

    
      	
              (ii)  

            	
              "assets" includes present
      and future properties, revenues and rights of every
      description;

            


    


     

    
      	
              (iii)  

            	
              the
      "European interbank
      market" means the interbank market for euro operating in
      Participating Member States;

            


    

     

    
      	
              (iv)  

            	
              a
      "Finance Document"
      or any other agreement or instrument is a reference to that Finance
      Document or other agreement or in­strument as amended or
      novated;

            


    

     

    
      	
              (v)  

            	
              "indebtedness" includes
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money, whether present or future, actual or
      contingent;

            


    

     

    
      	
              (vi)  

            	
              a
      Lender's "participation", in
      relation to a Letter of Credit, shall be construed as a reference to the
      rights and obligations of that Lender in relation to that Letter of Credit
      as are expressly set out in this
Agreement;

            


    

     

    
      	
              (vii)  

            	
              a
      "person" includes
      any individual, person, firm, company, cor­poration, unincorporated
      organisation, government, state or agency of a state or any association,
      trust, joint venture or part­nership (whether or not having separate
      legal personality) or two or more of the
  foregoing;

            


    

     

    
      	
              (viii)  

            	
              a
      "regulation"
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law) of any governmental,
      intergovernmental or supranational body, agency, department or regulatory,
      self-regulatory or other author­ity or
  organisation;

            


    

     

    
      	
              (ix)  

            	
              a
      provision of law is a reference to that provision as amended or
      re-enacted; and

            


    

     

    
      	
              (x)  

            	
              a
      time of day is a reference to Luxembourg
time.

            


    

     

    
      	
              (b)  

            	
              Section,
      Clause and Schedule headings are for ease of reference
    only.

            


    

     

    
      	
              (c)  

            	
              Unless
      a contrary indication appears, a term used in any other Finance Document
      or in any notice given under or in connection with any Fi­nance
      Document has the same meaning in that Finance Document or no­tice as
      in this Agreement.

            


    

     

    
      	
              (d)  

            	
              A
      Default (other than an Event of Default) is "continuing" if it has
      not been remedied or waived and an Event of Default is "continuing" if it has
      not been waived.

            


    

    


     

    1.3Currency Symbols and
Definitions

    "$", "dollars" and "USD" denote lawful currency of
the United States of Amer­ica, "£" and "sterling" denote lawful
currency of the United Kingdom, "NOK" and "kroner" denote lawful currency
of Norway and "EUR" and
"euro" means the single
currency unit of the Participating Member States.

    


    SECTION
2

    THE
FACILITY

     

    2. THE FACILITY

     

    2.1 The Facility

     

    Subject
to the terms of this Agreement, the Lenders make available to the Bor­rowers
a multicurrency revolving loan and letter of credit facility in an aggregate
amount equal to the Total Commitments.

     

    2.2Finance Parties' rights and
obligations

     

    
      	
              (a)  

            	
              The
      obligations of each Finance Party under the Finance Documents are several.
      Failure by a Finance Party to perform its obligations under the Finance
      Documents does not affect the obligations of any other Party under the
      Finance Documents. No Finance Party is responsible for the obligations of
      any other Finance Party under the Finance
  Documents.

            


    

     

    
      	
              (b)  

            	
              The
      rights of each Finance Party under or in connection with the Finance
      Documents are separate and independent rights and any debt arising
      un­der the Finance Documents to a Finance Party from an Obligor shall
      be a separate and independent debt.

            


    

     

    
      	
              (c)  

            	
              A
      Finance Party may, except as otherwise stated in the Finance
      Docu­ments, separately enforce its rights under the Finance
      Documents.

            


    

     

    3. PURPOSE

     

    3.1 Purpose

     

    Each
Borrower shall apply all amounts borrowed by it under the Facility towards its
general corporate purposes, including its working capital requirements and
refinancing its existing indebtedness.

     

    3.2 Monitoring

     

    No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.

     

    4. CONDITIONS OF
UTILISATION

     

    4.1 Initial conditions
precedent

     

    No
Borrower may deliver a Utilisation Request unless the Agent has received all of
the documents and other evidence listed in Schedule 2 (Conditions precedent) in form
and substance satisfactory to the Agent, except for the evidence referred to in
paragraph 3 (a) of Schedule 2 (Conditions precedent),
provided that such evidence must be received by the Agent no later than on the
Utilisation Date and prior to the first Utilisation. The Agent shall notify the
German Borrower and the Lenders promptly upon being so satisfied.

     

    


     

    4.2           Further conditions
precedent

     

    The
Lenders and the Fronting Bank will only be obliged to comply with Clause 5.4
(Lenders' and Fronting
Bankparticipation) if on the date of the Utili­sation Request and on
the proposed Utilisation Date:

     

    
      	
              (a)  

            	
              no
      Default is continuing or would result from the proposed Loan or
      Let­ter of Credit, as the case may be;
and

            


    

     

    
      	
              (b)  

            	
              the
      Repeating Representations to be made by each Obligor are true in all
      material respects.

            


    

     

    4.3Conditions relating to Optional
Currencies

     

    (a)A
currency will constitute an Optional Currency in relation to a Loan
if:

     

    
      	
              (i)  

            	
              it
      is readily available in the amount required and freely converti­ble
      into the Base Currency in the Relevant Interbank Market on the Quotation
      Day and the Utilisation Date for that Loan;
and

            


    

     

    
      	
              (ii)  

            	
              it
      is either (y) dollars or kroner or (z) some other currency that has been
      approved by the Agent (acting on the instructions of all the Lenders) on
      or prior to receipt by the Agent of the relevant Utilisation Request for
      that Loan.

            


    

     

    (b)           If
the Agent has received a written request from a Borrower for a cur-

     

    rency to
be approved under paragraph (a)(ii) above, the Agent will con­firm to that
Borrower by the Specified Time:

     

    
      	
              (i)  

            	
              whether
      or not the Lenders have granted their approval;
  and

            


    

     

    
      	
              (ii)  

            	
              if
      approval has been granted, the minimum amount (and, if re­quired,
      integral multiples) for any subsequent Utilisation in that
      currency.

            


    

     

    4.4 Maximum number of Loans and amount of
Outstandings

     

    
      	
              (a)  

            	
              A
      Borrower may not deliver a Utilisation Request if as a result of the
      proposed Utilisation 8 or more Loans and/or 6 or more Letters of Credit
      would be outstanding.

            


    

     

    
      	
              (b)  

            	
              Any
      Loan made by a single Lender under Clause 6.2 (Unavailability of a
      currency) shall not be taken into account in this Clause
      4.

            


    

     

    
      	
              (c)  

            	
              A
      Borrower may not deliver a Utilisation request if as a result of the
      pro­posed Utilisation the aggregate amount of all Outstandings would
      exceed EUR 51,000,000, unless

            


    

     

    
      	
              (i)  

            	
              the
      Borrowers have complied with paragraphs (b), (c) and 0 of Clause 24.2
      (Financial
      conditions) in relation to the Quarter Dates 30 September 2009, 31
      December 2009 and 31 March 2010 as evidenced in each case by the relevant
      Compliance Cer­tificates delivered pursuant to Clause 23.4 (Compliance
      certifi­cate) in relation to such Quarter Dates;
      and

            


    

     

    
      	
              (ii)  

            	
              the
      Agent has received evidence reasonably satisfactory to it (act­ing on
      the instructions of the Majority Lenders) that the loss be­fore tax of
      the Group as shown in the Combining Schedule relat­ing to the
      financial year ending 31 December 2009 does not ex­ceed USD
      56,000,000.

            


    

    


    


    


    


    SECTION
3 UTILISATION

     

    5. UTILISATION

     

    5.1Delivery of a Utilisation
Request

     

    A
Borrower may utilise the Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.

     

    5.2Completion of a Utilisation
Request

     

    (a)            Each
Utilisation Request is irrevocable and will not be regarded as hav-

     

    ing been
duly completed unless:

     

    
      	
              (i)  

            	
              the
      proposed Utilisation Date is a Business Day within the Avail­ability
      Period;

            


    

     

    
      	
              (ii)  

            	
              the
      currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
      and

            


    

     

    
      	
              (iii)  

            	
              the
      proposed Interest Period or Term, as the case may be, com­plies with
      Clause 13 (Interest
      Periods and Terms).

            


    

     

    (b)Only
one Loan or Letter of Credit may be requested in each Utilisation

     

    Request.

     

    5.3 Currency and
amount

     

    
      	
              (a)  

            	
              The
      currency specified in a Utilisation Request must be the Base Cur­rency
      or, in the case of Loans only, an Optional
  Currency.

            


    

     

    
      	
              (b)  

            	
              The
      amount of the proposed Loan or Letter of Credit must
  be:

            


    

     

    
      	
              (i)  

            	
              (in
      respect of a Loan) if the currency selected is the Base Cur­rency, a
      minimum of EUR 5,000,000 or, if less, the Available Facility;
      or

            


    

     

    
      	
              (ii)  

            	
              if
      the currency selected is dollars, a minimum of $ 5,000,000 or, if less,
      the Available Facility; or

            


    

     

    
      	
              (iii)  

            	
              if
      the currency selected is kroner, a minimum of NOK 50,000,000, or, if less,
      the Available Facility; or

            


    

     

    
      	
              (iv)  

            	
              if
      the currency selected is an Optional Currency other than dollars or
      kroner, the minimum amount (and, if required, integral multi­ple)
      specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to
      Optional Currencies) or, if less, the Available Facility provided that the
      minimum amount

            


    

     

    
      	
               
      

            	
              so
      specified by the Agent does not materially exceed the
  mini-

            


    

     

    
      	
               
      

            	
              mum
      amount set out in sub-paragraphs (i) of paragraph (b)
    above;

            


    

     

    
      	
              (v)  

            	
              (in
      respect of a Letter of Credit) an amount which, when aggre­gated with
      the amount of Outstandings in respect of Letters of Credit at such time,
      does not exceed EUR 5,000,000; and

            


    

     

    
      	
              (vi)  

            	
              in
      any event such that its Base Currency Amount is less than or equal to the
      Available Facility.

            


    

     

    5.4Lenders' and Fronting Bank
participation

     

    
      	
              (a)  

            	
              If
      the conditions set out in this Agreement have been met, (i) each Lender
      shall make its participation in each Loan available by the
      Utilisa­tion Date through its Facility Office, and (ii) the Fronting
      Bank shall is­sue each Letter of Credit through its Facility
      Office.

            


    

     

    
      	
              (b)  

            	
              The
      amount of each Lender's participation in each Loan and each Letter of
      Credit will be equal to the proportion borne by its Available
      Commit­ment to the Available Facility immediately prior to making the
      Loan or issuing the Letter of
Credit.

            


    

     

    
      	
              (c)  

            	
              The
      Agent shall determine the Base Currency Amount of each Loan which is to be
      made in an Optional Currency and shall notify each Lender of the amount,
      currency and the Base Currency Amount of each Loan and the amount of its
      participation in that Loan, in each case by the Specified
      Time.

            


    

     

    6. OPTIONAL
CURRENCIES

     

    6.1 Selection of
currency

     

    A
Borrower shall select the currency of a Loan in a Utilisation
Request.

     

    6.2 Unavailability of a
currency

     

    If before
the Specified Time on any Quotation Day:

     

    
      	
              (a)  

            	
              a
      Lender notifies the Agent that the Optional Currency (other than an
      Optional Currency which is dollars or kroner) requested is not readily
      available to it in the amount required;
or

            


    

     

    
      	
              (b)  

            	
              a
      Lender notifies the Agent that compliance with its obligation to
      partici­pate in a Loan in the proposed Optional Currency would
      contravene a law or regulation applicable to it, the Agent will give
      notice to the relevant Borrower to that effect by the Speci­fied Time
      on that day. In this event, any Lender that gives notice pursuant to this
      Clause 6.2 will be required to participate in the Loan in the Base
      Currency (in an amount equal to that Lender's proportion of the Base
      Currency Amount or, in respect of a Rollover Loan, an amount equal to that
      Lender's proportion of the Base Currency Amount of the maturing Loan that
      is due to be made) and its participation will be treated as a separate
      Loan denominated in the Base Cur­rency during that Interest
      Period.

            


    

     

    6.3 Participation in a
Loan

     

    Each
Lender's participation in a Loan will be determined in accordance with paragraph
(b) of Clause 5.4 (Lenders'
and Fronting Bankparticipation).

     

    7. LETTERS OF CREDIT

     

    7.1 Completion of Letters of
Credit

     

    The
Fronting Bank is authorised to issue any Letter of Credit pursuant to Clause 5
(Utilisation)
by:

     

    
      	
              (a)  

            	
              completing
      the issue date and the proposed Expiry Date of that Letter of Credit;
      and

            


    

     

    
      	
              (b)  

            	
              executing
      and delivering that Letter of Credit to the relevant recipient on the
      Utilisation Date.

            


    

     

    7.2 Renewal of a Letter of
Credit

     

    
      	
              (a)  

            	
              Not
      less than three Business Days before the Expiry Date of a Letter of Credit
      the Borrower may, by written notice to the Agent, request that the Term of
      that Letter of Credit be extended.

            


    

     

    
      	
              (b)  

            	
              The
      Finance Parties shall treat the request in the same way as a
      Utilisa­tion Request for a Letter of Credit in the amount and maturity
      of the Let­ter of Credit (as to be
  extended).

            


    

     

    
      	
              (c)  

            	
              The
      terms of each renewed Letter of Credit shall be the same as those of the
      relevant Letter of Credit immediately prior to its renewal, save that its
      Term shall commence on the date which was the Expiry Date of that Letter
      of Credit immediately prior to its renewal and shall end on the proposed
      Expiry Date specified in the
request.

            


    

     

    
      	
              (d)  

            	
              The
      Fronting Bank is authorised to amend any Letter of Credit pursuant to a
      request if the conditions set out in this Agreement have been
      com­plied with.

            


    

     

    7.3Restrictions on participation in
Letters of Credit

     

    If at any
time prior to the issue of a Letter of Credit any Lender is prohibited by law or
pursuant to any request from or requirement of any central bank or other fiscal,
monetary or other authority from having any right or obligation under this
Agreement in respect of a Letter of Credit, that Lender shall notify the Agent
on or before the Business Day prior to the proposed Utilisation Date
and:

     

    
      	
              (a)  

            	
              the
      maximum actual and contingent liabilities of the Fronting Bank un­der
      that Letter of Credit shall be reduced by an amount equal to an amount
      which would have been the amount of that Lender's L/C Propor­tion of
      that Letter of Credit if the prohibition had not
  occurred;

            


    

     

    
      	
              (b)  

            	
              the
      L/C Proportion of that Lender in relation to that Letter of Credit shall
      be nil; and

            


    

     

    
      	
              (c)  

            	
              that
      Lender's Available Commitment shall be reduced by an amount equal to an
      amount which would have been the amount of that Lender's L/C Proportion of
      the Letter of Credit if the prohibition had not
  occurred.

            


    


    SECTION
4

    REPAYMENT,
PREPAYMENT AND CANCELLATION

     

    
      	
              8.  

            	
              REPAYMENT

            


    

     

    8.1 Repayment of
Loans

     

    Each
Borrower which has drawn a Loan shall repay that Loan on the last day of its
Interest Period.

     

    
      	
              9.  

            	
              BORROWER'S
      LIABILITIES IN RELATION TO LETTERS OF
CREDIT

            


    

     

    9.1Demands under Letters of
Credit

     

    If a
demand is made under a Letter of Credit or the Fronting Bank incurs in
con­nection with a Letter of Credit any other liability, cost, claim, loss
or expense which is to be reimbursed pursuant to this Agreement, the Fronting
Bank shall promptly notify the Agent of the amount of such demand or such
liability, cost, claim, loss or expense and the Letter of Credit to which it
relates and the Agent shall promptly make demand upon the relevant Borrower in
accordance with this Agreement and notify the Lenders.

     

    9.2Borrowers' indemnity to Fronting
Banks

     

    The
relevant Borrower shall irrevocably and unconditionally as a primary
obli­gation indemnify (within three Business Days of demand of the Agent)
the Fronting Bank at its request against:

     

    
      	
              (a)  

            	
              any
      sum paid or due and payable by the Fronting Bank under the Letter of
      Credit; and

            


    

     

    
      	
              (b)  

            	
              all
      liabilities, costs (including, without limitation, any costs incurred in
      funding any amount which falls due from the Fronting Bank under any Letter
      of Credit or in connection with any such Letter of Credit), claims, losses
      and out-of-pocket expenses which the Fronting Bank may at any time incur
      or sustain in connection with or arising out of any such Letter of
      Credit.

            


    

     

    9.3Borrowers' indemnity to
Lenders

     

    The
relevant Borrower shall irrevocably and unconditionally as a primary
obli­gation indemnify (within three Business Days of demand of the Agent)
each Lender against:

     

    (a)        any
sum paid or due and payable by that Lender (whether under

     

    Clause
32.1 (Lenders'
Indemnity) or otherwise) in connection with that Letter of Credit;
and


     

     

    (b)        all
liabilities, costs (including, without limitation, any costs incurred
in

     

    funding
any amount which falls due from that Lender in connection with that Letter of
Credit), claims, losses and expenses which that Lender may at any time incur or
sustain in connection with any Letter of Credit.

     

    9.4 Preservation of
rights

     

    Neither
the obligations of the relevant Borrower set out in this Clause 9 nor the
rights, powers and remedies conferred on the Fronting Bank or Lender by this
Agreement or by law shall be discharged, impaired or otherwise affected
by:

     

    
      	
              (a)  

            	
              the
      winding-up, dissolution, administration or re-organisation of the Fronting
      Bank, any Lender or any other person or any change in its status,
      function, control or ownership;

            


    

     

    
      	
              (b)  

            	
              any
      of the obligations of the Fronting Bank, any Lender or any other
      per­son under this Agreement or under any Letter of Credit or under
      any other security taken in respect of its obligations under this
      Agreement or otherwise in connection with a Letter of Credit being or
      becoming ille­gal, invalid, unenforceable or ineffective in any
      respect;

            


    

     

    
      	
              (c)  

            	
              time
      or other indulgence being granted or agreed to be granted to the Fronting
      Bank, any Lender or any other person in respect of its obliga­tions
      under this Agreement or under or in connection with a Letter of Credit or
      under any other security;

            


    

     

    
      	
              (d)  

            	
              any
      amendment to, or any variation, waiver or release of, any obligation of
      the Fronting Bank, any Lender or any other person under a Letter of Credit
      or this Agreement;

            


    

     

    
      	
              (e)  

            	
              any
      other act, event or omission which, but for this Clause 9 (,might
      op­erate to discharge, impair or otherwise affect any of the
      obligations of the relevant Borrower set out in this Clause 9 or any of
      the rights, powers or remedies conferred upon that Fronting Bank or any
      Lender by this Agreement or by law.

            


    

     

    The
obligations of the relevant Borrower set out in this Clause 9 shall be in
addi­tion to and independent of every other security which the Fronting Bank
or any Lender may at any time hold in respect of the Borrower's obligations
under this Agreement.

     

    9.5 Settlement
conditional

     

    Any
settlement or discharge between the relevant Borrower and the Fronting Bank or a
Lender shall be conditional upon no security or payment to the Front­ing
Bank or Lender by the Borrower, or any other person on behalf of the
Bor­rower, being avoided or reduced by virtue of any laws relating to
bankruptcy, in-


    


     

    solvency,
liquidation or similar laws of general application and, if any such
se­curity or payment is so avoided or reduced, the Fronting Bank or Lender
shall be entitled to recover the value or amount of such security or payment
from the Borrower subsequently as if such settlement or discharge had not
occurred.

     

    9.6Right to make payments under Letters
of Credit

     

    The
Fronting Bank shall be entitled to make any payment in accordance with the terms
of the relevant Letter of Credit without any reference to or further
author­ity from the relevant Borrower or any other investigation or enquiry.
The rele­vant Borrower irrevocably authorises the Fronting Bank to comply
with any de­mand under a Letter of Credit which is valid on its
face.

     

    10. PREPAYMENT AND
CANCELLATION

     

    10.1 Illegality

     

    If it
becomes unlawful after the date of this Agreement in any applicable
juris­diction for a Lender or the Fronting Bank to perform any of its
obligations as contemplated by this Agreement or to fund, issue or participate
in any Loan or Letter of Credit and without prejudice to its rights and
obligations under Clause 19 (Mitigation by the
Lenders):

     

    
      	
              (a)  

            	
              that
      Lender or the Fronting Bank, as the case may be, shall promptly
      no­tify the Agent upon becoming aware of that
  event;

            


    

     

    
      	
              (b)  

            	
              upon
      the Agent notifying the German Borrower (on behalf of the Bor­rowers),
      the Commitment of that Lender will be immediately cancelled;
      and

            


    

     

    
      	
              (c)  

            	
              upon
      cancellation of such Lender's Commitment, each Borrower
    shall:

            


    

     

    
      	
              (i)  

            	
              repay
      that Lender's participation in the Loans made to that Bor­rower;
      and

            


    

     

    
      	
              (ii)  

            	
              ensure
      that the liabilities of that Lender or the Fronting Bank un­der or in
      respect of each Letter of Credit are reduced to zero or otherwise secured
      by providing Cash Collateral in an amount equal to such Lender's L/C
      Proportion of those Letters of Credit or the Fronting Bank's maximum
      actual and contingent liabilities under that Letter of Credit in the
      currency of those Letters of Credit

            


    

     

    on the
last day of the Interest Period for each Loan or Term for each Let­ter of
Credit, as the case may be, outstanding as at the date upon which the Agent has
so notified the German Borrower or, if earlier, the date specified by the Lender
in the notice delivered to the Agent (being no earlier than the last day of any
applicable grace period permitted by law).


    10.2
Voluntary
cancellation

     

    
      	
              (a)  

            	
              The
      German Borrower may, if it gives the Agent not less than ten (10) days'
      (or such shorter period as the Majority Lenders may agree) prior written
      notice, cancel the whole or any part (being a minimum amount of EUR
      10,000,000) of the Available Facility. Any cancellation under this Clause
      10.2 shall reduce the Commitments of the Lenders
  rateably.

            


    

     

    
      	
              (b)  

            	
              The
      relevant Borrower may give the Agent not less than ten Business Days'
      prior notice of its intention to procure that the Fronting Bank's
      li­ability under a Letter of Credit is reduced to zero (whereupon it
      shall do so)

            


    

     

    10.3
Right of repayment and
cancellation in relation to a single Lender

     

    (a) If:

     

    
      	
              (i)  

            	
              any
      sum payable to any Lender or the Fronting Bank by an Obli­gor is
      required to be increased under Clause 16.2 (Tax gross-up);
      or

            


    

     

    
      	
              (ii)  

            	
              any
      Lender or the Fronting Bank claims indemnification from the Borrowers
      under Clause 16.3 (Tax
      indemnity) or Clause 17.1 (In­creased costs);
      or

            


    

     

    
      	
              (iii)  

            	
              any
      Lender or Fronting Bank notifies the Agent of its Additional Cost Rate
      under paragraph 3 of Schedule 4 (Mandatory Cost
      formulae),

            


    

     

    the
German Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the
circumstance giving rise to the requirement or indemnifica­tion continues or
(in the case of paragraph (iii) above) that the Additional Cost Rate is greater
than zero, give the Agent notice:

     

    
      	
              (1)  

            	
              of
      cancellation of the Commitment of that Lender and its inten­tion to
      procure the repayment of that Lender's participation in the Loans;
      or

            


    

     

    
      	
              (2)  

            	
              (if
      such circumstance relates to the Fronting Bank) of cancella­tion of
      the Letters of Credit or of the Borrower's intention to pro­vide Cash
      Collateral in respect of the Fronting Bank's liability under such Letters
      of Credit.

            


    

     

    (b)            On
receipt of a notice from the German Borrower referred to in para-

     

    graph (a)
above, the Commitment of that Lender shall immediately be reduced to
zero.


    


     

    (c) On
the last day of each Interest Period or Term, as the case may be,

     

    which
ends after the German Borrower has given notice under paragraph (a) above (or,
if earlier, the date specified by the German Borrower in that notice), each
Borrower to which a Loan or Letter of Credit is out­standing shall repay
that Lender's participation in that Loan and shall procure either that such
Lender's L/C Proportion of each relevant Letter of Credit be reduced to zero (by
reduction of the amount of that Letter of Credit in an amount equal to that
Lender's L/C Proportion) or that Cash Collateral be provided to the Agent in an
amount equal to such Lender's L/C Proportion of that Letter of Credit); and (if
the circumstance relates to the Fronting Bank) the Borrower shall procure that
the Fronting Bank's liability under any Letters of Credit issued by it shall
either be re­duced to zero or otherwise secured by the Borrower providing
Cash Col­lateral in an amount equal to the Fronting Bank's maximum actual
and contingent liabilities under those Letters of Credit.

     

    10.4
Restrictions

     

    
      	
              (a)  

            	
              Any
      notice of cancellation or prepayment given by any Party under this Clause
      10 (Prepayment and
      Cancellation) shall be irrevocable and, unless a contrary
      indication appears in this Agreement, shall specify the date or dates upon
      which the relevant cancellation or prepayment is to be made and the amount
      of that cancellation or prepayment.

            


    

     

    
      	
              (b)  

            	
              Any
      prepayment under this Agreement shall be made together with ac­crued
      interest on the amount prepaid and, subject to any Break Costs, without
      premium or penalty.

            


    

     

    
      	
              (c)  

            	
              Unless
      a contrary indication appears in this Agreement, any part of the Facility
      which is prepaid may be reborrowed in accordance with the terms of this
      Agreement.

            


    

     

    
      	
              (d)  

            	
              The
      Borrowers shall not repay or prepay all or any part of the
      Outstand­ings or cancel all or any part of the Commitments except at
      the times and in the manner expressly provided for in this
      Agreement.

            


    

     

    
      	
              (e)  

            	
              No
      amount of the Total Commitments cancelled under this Agreement may be
      subsequently reinstated.

            


    

     

    
      	
              (f)  

            	
              If
      the Agent receives a notice under this Clause 10 (Prepayment and
      Cancellation) it shall promptly forward a copy of that notice to
      either the German Borrower or the affected Lender, as
      appropriate.

            


    


    SECTION
5

    COSTS
OF UTILISATIONS

     

    11. INTEREST

     

    11.1
Calculation of
interest

     

    The rate
of interest on each Loan for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable:

     

    (a) Margin;

     

    (b) LIBOR or,
in relation to any Loan in euro, EURIBOR; and

     

    (c) Mandatory
Cost, if any.

     

    11.2
Payment of
interest

     

    The
Borrower to which a Loan has been made shall pay accrued interest on that Loan
on the last day of each Interest Period (and, if the Interest Period is longer
than six Months, on the dates falling at six monthly intervals after the first
day of the Interest Period).

     

    12. DEFAULT INTEREST

     

    12.1
Default interest
periods

     

    If any
sum due and payable by an Obligor hereunder is not paid on the due date therefor
in accordance with Clause 33.1 (Payments to the Agent) or if
any sum due and payable by an Obligor under any judgment of any court in
connection herewith is not paid on the date of such judgment, the period
beginning on such due date or, as the case may be, the date of such judgment and
ending on the date upon which the obligation of such Obligor to pay such sum is
discharged shall be divided into successive periods, each of which (other than
the first) shall start on the last day of the preceding such period and the
duration of each of which shall (except as otherwise provided in this Clause 12
(Default Interest)) be
selected by the Agent.

     

    12.2
Default
interest

     

    An Unpaid
Sum shall bear interest, or, insofar as it relates to unpaid interest, shall
give rise to a claim for lump sum damages, during each Interest Period in
respect thereof at the rate per annum which is one per cent. per annum above the
percentage rate which would apply if it had been a Loan in the amount and
cur­rency of such Unpaid Sum and for the same Interest Period (provided that in the case of
lump sum damages, the Obligor shall be free to prove that no damage has arisen
or that damage has not arisen in the asserted amount, whereas in the case of
lump sum damages and default interest the Finance Party shall be enti­tled
to assert further damages), provided that if such Unpaid
Sum relates to a


    


     

    Loan
which became due and payable on a day other than the last day of an
Inter­est Period relating thereto:

     

    
      	
               
      

            	
              12.2.1
      the first Interest Period applicable to such Unpaid Sum shall be of a
      duration equal to the unexpired portion of the current Interest Period
      relating to that Loan; and

            


    

     

    
      	
               
      

            	
              12.2.2
      the percentage rate of interest applicable thereto from time to time
      during such period shall be that which exceeds by one per cent. the rate
      which would have been applicable to it had it not so fallen
      due.

            


    

     

    12.3
Payment of default
interest

     

    Any
interest which shall have accrued under Clause 12.2 (Default Interest) in
re­spect of an Unpaid Sum shall be due and payable and shall be paid by the
Obli­gor owing such Unpaid Sum on the last day of each Interest Period in
respect thereof or on such other dates as the Agent may specify by notice to
such Obli­gor.

     

    12.4
Notification of rates of
interest

     

    The Agent
shall promptly notify the Lenders and the relevant Borrower of the determination
of a rate of interest under this Agreement.

     

    13. INTEREST PERIODS AND
TERMS

     

    13.1
Selection of Interest Periods
and Terms

     

    
      	
              (a)  

            	
              A
      Borrower may select an Interest Period for a Loan and a Term for a Letter
      of Credit in the Utilisation Request for that Loan or Letter of Credit, as
      the case may be.

            


    

     

    
      	
              (b)  

            	
              Subject
      to this Clause 13 (Interest Periods and
      Terms), a Borrower may select an Interest Period of one, two, three
      or six Months or any other pe­riod not exceeding twelve Months agreed
      between such Borrower and the Agent (acting on the instructions of all the
      Lenders).

            


    

     

    
      	
              (c)  

            	
              The
      Borrower may select a Term for a Letter of Credit of a period not
      exceeding twelve months, ending on or before the Termination
      Date.

            


    

     

    
      	
              (d)  

            	
              An
      Interest Period for a Loan and a Term for a Letter of Credit shall not
      extend beyond the Termination Date.

            


    

     

    
      	
              (e)  

            	
              Each
      Interest Period for a Loan and each Term for a Letter of Credit shall
      start on the Utilisation Date.

            


    

     

    
      	
              (f)  

            	
              A
      Loan has one Interest Period
only.

            


    


    


     

    13.2
Non-Business
Days

     

    If an
Interest Period or Term would otherwise end on a day which is not a
Busi­ness Day, that Interest Period or Term, as the case may be, will
instead end on the next Business Day in that calendar month (if there is one) or
the preceding Business Day (if there is not).

     

    14. CHANGES TO THE CALCULATION OF
INTEREST

     

    14.1
Absence of
quotations

     

    Subject
to Clause 14.2 (Market
disruption), if LIBOR or, if applicable, EURI­BOR is to be determined
by reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR or
EURIBOR shall be determined on the basis of the quo­tations of the remaining
Reference Banks.

     

    14.2
Market
disruption

     

    (a)If a
Market Disruption Event occurs in relation to a Loan for any
Interest

     

    Period,
then the rate of interest on each Lender's share of that Loan for the Interest
Period shall be the rate per annum which is the sum of:

     

    
      	
              (i)  

            	
              the
      Margin;

            


    

     

    
      	
              (ii)  

            	
              the
      rate notified to the Agent by that Lender as soon as practica­ble and
      in any event before interest is due to be paid in respect of that Interest
      Period, to be that which expresses as a percentage rate per annum the cost
      to that Lender of funding its participation in that Loan from whatever
      source it may reasonably select;
and

            


    

     

    
      	
              (iii)  

            	
              the
      Mandatory Cost, if any, applicable to that Lender's participa­tion in
      the Loan.

            


    

     

    (b)In
this Agreement "Market
Disruption Event" means:

     

    
      	
              (i)  

            	
              at
      or about noon on the Quotation Day for the relevant Interest Period the
      Screen Rate is not available and none or only one of the Reference Banks
      supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR
      for the relevant currency and Interest Period;
  or

            


    

     

    
      	
              (ii)  

            	
              before
      close of business in Luxembourg on the Quotation Day for the relevant
      Interest Period, the Agent receives notifications from a Lender or Lenders
      (whose participations in a Loan exceed 35 per cent. of that Loan) that the
      cost to it of obtaining matching deposits in the Relevant Interbank Market
      would be in excess of LIBOR or, if applicable,
  EURIBOR.

            


    



    14.3
Alternative basis of interest
or funding

     

    
      	
              (a)  

            	
              If
      a Market Disruption Event occurs and the Agent or the German Bor­rower
      so requires, the Agent and the German Borrower shall enter into
      negotiations (for a period of not more than thirty days) with a view to
      agreeing a substitute basis for determining the rate of
      interest.

            


    

     

    
      	
              (b)  

            	
              Any
      alternative basis agreed pursuant to paragraph (a) above shall, with the
      prior consent of all the Lenders and the German Borrower, be bind­ing
      on all Parties.

            


    

     

    14.4
Break Costs

     

    Each
Borrower shall, within three Business Days of demand by a Finance Party (which
demand shall be accompanied by a certificate showing, in reasonable de­tail,
the calculation of the Break Costs incurred by such Finance Party in respect of
the relevant Interest Period), pay to that Finance Party its Break Costs
attrib­utable to all or any part of a Loan or Unpaid Sum being paid by that
Borrower on a day other than the last day of an Interest Period for that Loan or
Unpaid Sum.

     

    15. FEES

     

    15.1
Commitment
fee

     

    
      	
              (a)  

            	
              Each
      of the Borrowers shall jointly and severally pay to the Agent (for the
      account of each Lender) a fee in the Base Currency computed at the rate of
      0.70 per cent. per annum on that Lender's Available Commitment for the
      Availability Period, provided that the
      Norwegian Borrowers shall only be liable to the extent which is permitted
      under the Norwegian Companies Act 1997 Section
  8-7.

            


    

     

    
      	
              (b)  

            	
              The
      accrued commitment fee is payable on the last day of each succes­sive
      period of three Months which ends during the Availability Period, on the
      last day of the Availability Period and, if cancelled in full, on the
      cancelled amount of the relevant Lender's Commitment at the time the
      cancellation is effective.

            


    

     

    15.2
Utilisation
fee

     

    (a)If at
any time the total amount of the Loans exceeds 50 per cent. of the

    Total
Commitments then the Borrowers shall pay to the Agent (for the account of each
Lender) a utilisation fee in the Base Currency computed at the rate of 0.15 per
cent. per annum of the total amount of such Loans calculated on a daily
basis.


    


     

    (b)The
fee referred to in sub-clause (a) above shall be payable jointly
and

     

    severally
by each of the Borrowers in the Base Currency on the last day of each successive
period of three Months and on the Termination Date, provided that the Norwegian
Borrowers shall only be liable to the ex­tent which is permitted under the
Norwegian Companies Act 1997 Sec­tion 8-7.

     

    15.3
Agency and security handling
fee

     

    Each of
the Borrowers shall jointly and severally pay to Deutsche Bank Luxem­bourg
S.A. for its own account in its capacity as Agent and Security Agent an agency
and security handling fee in the amount and at the times agreed in a Fee Letter
provided that the
Norwegian Borrowers shall only be liable to the extent which is permitted under
the Norwegian Companies Act 1997 Section 8-7.

     

    15.4
Letter of Credit
Commission

     

    
      	
              (a)  

            	
              The
      relevant Borrower shall, in respect of each Letter of Credit, pay to the
      Agent (for the account of each Lender) (for distribution in proportion to
      each Lender's L/C Proportion of that Letter of Credit) a letter of credit
      commission at the L/C Commission Rate on the maximum actual and contingent
      liabilities of the Fronting Bank under the relevant Letter of
      Credit.

            


    

     

    
      	
              (b)  

            	
              The
      letter of credit commission shall be paid in advance in respect of each
      successive period of three Months (or such shorter period as shall end on
      the relevant Expiry Date) which begins during the Term of the relevant
      Letter of Credit, the first payment to be made on the Utilisation Date for
      that Letter of Credit and after that on the first day of each such
      period.

            


    

     

    15.5
Fronting Bank
Fee

     

    The
relevant Borrower shall, in respect of each Letter of Credit, pay to the
Front­ing Bank a fee in the amounts and at the times agreed between such
Fronting Bank and the Borrower.

     

    15.6
Arrangement and Participation
Fee

     

    Each of
the Borrowers shall jointly and severally pay to Deutsche Bank AG for its own
account in its capacity as Mandated Lead Arranger an arrangement and
participation fee in the amount and at the times agreed in a Fee Letter, provided that the Norwegian
Borrowers shall only be liable to the extent which is permit­ted under the
Norwegian Companies Act 1997 Section 8-7.


    SECTION
6

    ADDITIONAL
PAYMENT OBLIGATIONS

     

    16. TAX GROSS UP AND
INDEMNITIES

     

    16.1
Definitions

     

    In this
Agreement:

     

    "Qualifying Lender" means any
Lender which is a bank or financial institution and which is incorporated or
resident or acting out of a Facility Office in a member state of the European
Union (but excluding the United Kingdom of Great Britain and Northern Ireland),
provided that with
regard to any Original Lender, Qualifying Lender means any Original Lender which
is a bank or finan­cial institution and is a resident for tax purposes in
either Germany, Norway, Luxembourg or the Netherlands or is acting out of a
Facility Office, registered with the Belgian Banking and Finance Commission, in
Belgium.

     

    16.2
Tax
gross-up

     

    All
payments to be made by an Obligor to any Finance Party hereunder shall be made
free and clear of and without deduction for or on account of Tax unless such
Obligor is required to make such a payment subject to the deduction or
withholding of Tax, in which case the sum payable by such Obligor (in respect of
which such deduction or withholding is required to be made) shall be
in­creased to the extent necessary to ensure that such Finance Party
receives a sum net of any withholding or deduction equal to the sum which it
would have re­ceived had no such deduction or withholding been made or
required to be made.

     

    16.3
Tax
indemnity

     

    Without
prejudice to Clause 16.2 (Tax
Gross-up), if any Finance Party is re­quired to make any payment of
or on account of Tax on or in relation to any sum received or receivable
hereunder (including any sum deemed for the purposes of Tax to be received or
receivable by such Finance Party whether or not actually received or receivable)
or if any liability in respect of any such payment is as­serted, imposed,
levied or assessed against any Finance Party, the Borrowers shall, upon demand
of the Agent, promptly indemnify the Finance Party which suffers a loss or
liability as a result against such payment or liability together with any
interest, penalties, costs and expenses payable or incurred in connec­tion
therewith, provided that
this Clause 16.3 (Tax
indemnity) shall not apply to:

     

    (a)            any
Tax imposed on and calculated by reference to the net income actu-

    ally
received or receivable by such Finance Party (but, for the
avoidance

    of doubt,
not including any sum deemed for purposes of Tax to be re-

    ceived or
receivable by such Finance Party but not actually receivable)


    


     

    by the
jurisdiction in which such Finance Party is incorporated and any other
jurisdiction where such Finance Party is subject to such tax; or

     

    (b)any
Tax imposed on and calculated by reference to the net income of the

     

    Facility
Office of such Finance Party actually received or receivable by such Finance
Party (but, for the avoidance of doubt, not including any sum deemed for
purposes of Tax to be received or receivable by such Fi­nance party but not
actually receivable) by the jurisdiction in which its Facility Office is located
and any other jurisdiction where such Finance Party is subject to such
tax.

     

    16.4
Claims by Finance
Parties

     

    
      	
               
      

            	
              16.4.1
      A Finance Party intending to make a claim pursuant to Clause 16.3 (Tax indem­nity)
      shall notify the Agent of the event giving rise to the claim, whereupon
      the Agent shall notify the Borrowers
thereof.

            


    

     

    
      	
               
      

            	
              16.4.2
      A Lender and each Obligor which makes a payment or would be required to
      make a payment under this Clause 16 (Tax Gross-Up and
      Indemnities) shall co­operate in completing any procedural
      formalities necessary for that Obligor to (i) obtain authorisation to make
      that payment without a deduction or withholding, and (ii) provide any
      relevant information which would be required by any rele­vant taxation
      authority from the Obligor or the Lender in order to justify a
      pay­ment made without a deduction or
  withholding.

            


    

     

    16.5
Notification of requirement to
deduct Tax

     

    If, at
any time, an Obligor is required by law to make any deduction or
withhold­ing from any sum payable by it hereunder (or if thereafter there is
any change in the rates at which or the manner in which such deductions or
withholdings are calculated), such Obligor shall promptly notify the
Agent.

     

    16.6
Evidence of payment of
Tax

     

    If an
Obligor makes any payment hereunder in respect of which it is required to make
any deduction or withholding, it shall pay the full amount required to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Agent for
each Lender, within sixty days after it has made such payment to the applicable
authority, an original receipt (or a certified copy thereof) issued by such
author­ity evidencing the payment to such authority of all amounts so
required to be de­ducted or withheld in respect of that Lender's share of
such payment.

     

    16.7
Excluded
Claims

     

    If any
Lender is not or ceases to be a Qualifying Lender, or if the
circumstances

     

    set out
in Clause 27.2(g) apply or if any Lender fails to cooperate as
required

     

    under
Clause 16.4.2 , no Obligor shall be liable to pay to that Lender
under


    


     

    Clause
16.2 (Tax gross-up) or
Clause 16.3 (Tax
indemnity) any amount in re­spect of Taxes asserted, assessed, levied
or imposed in excess of the amount it would have been obliged to pay if that
Lender had been or had not ceased to be a Qualifying Lender or had cooperated
provided that this
Clause 16.7 (Excluded
claims) shall not apply (and each Obligor shall be obliged to comply with
its ob­ligations under Clause 16.2 (Tax gross-up) or Clause 16.3
(Tax indemnity))
if:

     

    
      	
              (a)  

            	
              after
      the date hereof and after the date when such Lender first becomes a Lender
      for the purposes of this Agreement, there shall have been any
      in­troduction of, change in, or change in the interpretation,
      administration or application of, any law or regulation or order or
      governmental rule or treaty or any published practice or published
      concession of any relevant tax authority and it is as a result thereof
      that such Lender was not or ceased to be a Qualifying Lender;
      or

            


    

     

    
      	
              (b)  

            	
              such
      Lender is not or ceases to be a Qualifying Lender but would have been or
      would not have ceased to be, a Qualifying Lender, had all
      repre­sentations, confirmations and other documents and information
      provided by each Obligor to any Finance Party been true and
      accurate.

            


    

     

    16.8
Tax credit
payment

     

    If an
additional payment is made under Clause 16 (Tax gross-up and
indemni­ties) by an Obligor for the benefit of any Finance Party,
including for the avoid­ance of doubt any payment in respect of any
deduction or withholding, and such Finance Party, in its reasonable discretion,
determines that it has obtained a credit against, a relief or remission for, or
repayment of, any tax, then, if and to the extent that such Finance Party, in
its sole opinion, determines that:

     

    
      	
               
      

            	
              16.8.1
      such credit, relief, remission or repayment is in respect of or calculated
      with ref­erence to the additional payment made pursuant to Clause 16
      (Tax gross-up and
      indemnities); and

            


    

     

    
      	
               
      

            	
              16.8.2
      its tax affairs for its year in respect of which such credit, relief,
      remission or re­payment was obtained have been finally
      settled,

            


    

     

    such
Finance Party shall, to the extent that it can do so without prejudice to the
retention of the amount of such credit, relief, remission or repayment, pay to
such Obligor such amount as such Finance Party shall, in its reasonable opinion,
determine to be the amount which will leave such Finance Party (after such
payment) in no worse after-tax position than it would have been in had the
addi­tional payment in question not been required to be made by such
Obligor.

     

    16.9
Tax credit
clawback

     

    If any
Finance Party makes any payment to an Obligor pursuant to Clause
16.8

     

     

    (Tax credit payment) and such
Finance Party subsequently determines, in its rea-

     

     

    sonable
opinion, that the credit, relief, remission or repayment in respect of which
such payment was made was not available or has been withdrawn or that it was
unable to use such credit, relief, remission or repayment in full, such
Ob­ligor shall reimburse such Finance Party such amount as such Finance
Party de­termines, in its reasonable opinion, is necessary to place it in
the same after-tax position as it would have been in if such credit, relief,
remission or repayment had been obtained and fully used and retained by such
Finance Party.

     

    16.10
Tax and other
affairs

     

    Subject
to the provisions of Clause 19 (Mitigation by the Lenders) no
provision of this Agreement shall interfere with the right of any Finance Party
to arrange its tax or any other affairs in whatever manner it thinks fit, oblige
any Finance Party to claim any credit, relief, remission or repayment in respect
of any pay­ment under Clause 16 (Tax gross-up and indemnities)
in priority to any other credit, relief, remission or repayment available to it
nor oblige any Finance Party to disclose any information relating to its tax or
other affairs or any computa­tions in respect thereof.

     

    16.11
Stamp taxes

     

    The
Borrowers shall pay and, within three Business Days of demand, indemnify each
Finance Party against any cost, loss or liability that Finance Party incurs in
relation to all stamp duty, registration and other similar Taxes payable in
respect of any Finance Document.

     

    16.12
Value added
tax

     

    
      	
              (a)  

            	
              All
      consideration expressed to be payable under a Finance Document by any
      Party to a Finance Party shall be deemed to be exclusive of any VAT. If
      VAT is chargeable on any supply made by any Finance Party to any Party in
      connection with a Finance Document, that Party shall pay to the Finance
      Party (in addition to and at the same time as paying the
      con­sideration) an amount equal to the amount of the
    VAT.

            


    

     

    
      	
              (b)  

            	
              Where
      a Finance Document requires any Party to reimburse a Finance Party for any
      costs or expenses, that Party shall also at the same time pay and
      indemnify the Finance Party against all VAT incurred by the Finance Party
      in respect of the costs or expenses to the extent that the Finance Party
      reasonably determines that it is not entitled to credit or repayment of
      the VAT.

            


    


    17. INCREASED COSTS 

     

    17.1
Increased
costs

     

    
      	
              (a)  

            	
              Subject
      to Clause 17.3 (Exceptions) the
      Borrowers shall, within three Business Days of a demand by the Agent, pay
      for the account of a Fi­nance Party the amount of any Increased Costs
      incurred by that Finance Party or any of its Affiliates as a result of (i)
      the introduction of or any change in (or in the interpretation,
      administration or application of) any law or regulation or (ii) compliance
      with any law or regulation made af­ter the date of this
      Agreement.

            


    

     

    
      	
              (b)  

            	
              In
      this Agreement "Increased
      Costs" means:

            


    

     

    
      	
              (i)  

            	
              a
      reduction in the rate of return from the Facility or on a Finance Party's
      (or its Affiliate's) overall
capital;

            


    

     

    
      	
              (ii)  

            	
              an
      additional or increased cost; or

            


    

     

    
      	
              (iii)  

            	
              a
      reduction of any amount due and payable under any Finance
      Document,

            


    

     

    which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its Commitment
or funding or performing its obligations under any Fi­nance Document or
Letter of Credit.

     

    17.2
Increased cost
claims

     

    
      	
              (a)  

            	
              A
      Finance Party intending to make a claim pursuant to Clause 17.1 (In­creased costs)
      shall notify the Agent of the event giving rise to the claim, following
      which the Agent shall promptly notify the
  Borrowers.

            


    

     

    
      	
              (b)  

            	
              Each
      Finance Party shall, as soon as practicable after a demand by the Agent,
      provide a certificate confirming the amount of and basis for its Increased
      Costs and showing in reasonable detail the calculation
      thereof.

            


    

     

    In
determining such Increased Costs, each Finance Party will act rea-

     

    sonably
and in good faith and on a non-discretionary basis.

     

    17.3
Exceptions

     

    (a)Clause
17.1 (Increased costs)
does not apply to the extent any Increased

     

    Cost
is:

     

    (i)attributable
to a Tax Deduction required by law to be made by an

     

    Obligor;

    


     

    
      	
              (ii)  

            	
              compensated
      for by Clause 16.3 (Tax
      indemnity) (or would have been compensated for under Clause 16.3
      (Tax indemnity)
      but was not so compensated solely because the exclusion in paragraphs (a)
      and (b) of Clause 16.3 (Tax indemnity)
      applied);

            


    

     

    
      	
              (iii)  

            	
              compensated
      for by the payment of the Mandatory Cost;
or

            


    

     

    
      	
              (iv)  

            	
              attributable
      to the wilful breach by the relevant Finance Party or its Affiliates of
      any law or regulation.

            


    

     

    (b) In
this Clause 17.3 (Exceptions), a reference to a
"Tax
Deduction"

     

    means any
deduction or withholding for or on account of Tax from a payment under a Finance
Document

     

    18. OTHER INDEMNITIES


     

    18.1
Currency
indemnity

     

    (a) If
any sum due from an Obligor under the Finance Documents (a

     

    "Sum"), or any order, judgment
or award given or made in relation to a Sum, has to be converted from the
currency (the "First
Currency") in which that Sum is payable into another currency (the "Second Cur­rency") for the
purpose of:

     

    
      	
              (i)  

            	
              making
      or filing a claim or proof against that
Obligor;

            


    

     

    
      	
              (ii)  

            	
              obtaining
      or enforcing an order, judgment or award in relation to any litigation or
      arbitration proceedings,

            


    

     

    that
Obligor shall as an independent obligation, within three Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost,
loss or liability arising out of or as a result of the con­version including
any discrepancy between (A) the rate of exchange used to convert that Sum from
the First Currency into the Second Currency and (B) the rate or rates of
exchange available to that person at the time of its receipt of that
Sum.

     

    (b)To the
extent permitted by applicable law, each Obligor waives any right

     

    it may
have in any jurisdiction to pay any amount under the Finance Documents in a
currency or currency unit other than that in which it is expressed to be
payable.

     

    18.2
Other
indemnities

     

    The
Borrowers shall, within three Business Days of demand, indemnify each
Fi­nance Party against any cost, loss or liability incurred by that Finance
Party as a result of:

    


     

    
      	
              (a)  

            	
              the
      occurrence of any Event of Default;

            


    

     

    
      	
              (b)  

            	
              a
      failure by an Obligor to pay any amount due under a Finance Docu­ment
      on its due date, including without limitation, any cost, loss or
      liabil­ity arising as a result of Clause 31 (Sharing among the Finance
      Parties);

            


    

     

    
      	
              (c)  

            	
              funding,
      or making arrangements to fund, its participation in a Loan re­quested
      by a Borrower in a Utilisation Request but not made by reason of the
      operation of any one or more of the provisions of this Agreement (other
      than by reason of default or negligence by that Finance Party
      alone);

            


    

     

    
      	
              (d)  

            	
              issuing
      or making arrangements to issue a Letter of Credit requested by the
      Borrower in a Utilisation Request but not issued by reason of the
      op­eration of any one or more of the provisions of this Agreement;
      or

            


    

     

    
      	
              (e)  

            	
              a
      Loan (or part of a Loan) not being prepaid in accordance with a notice of
      prepayment given by a Borrower.

            


    

     

    18.3
Indemnity to the
Agent

     

    The
Borrowers shall promptly indemnify the Agent against any cost, loss or
li­ability incurred by the Agent (acting reasonably) as a result
of:

     

    
      	
              (a)  

            	
              investigating
      any event which it reasonably believes is a Default;
  or

            


    

     

    
      	
              (b)  

            	
              acting
      or relying on any notice, request or instruction which it reasonably
      believes to be genuine, correct and appropriately
    authorised.

            


    

     

    19. MITIGATION BY THE LENDERS


     

    19.1
Mitigation

     

    
      	
              (a)  

            	
              Each
      Finance Party shall, in consultation with the relevant Borrower, take all
      reasonable steps to mitigate any circumstances which arise and which would
      result in any amount becoming payable under or pursuant to, or cancelled
      pursuant to, any of Clause 10.1 (Illegality), Clause 16
      (Tax gross-up and
      indemnities), Clause 17 (Increased costs) or
      para­graph 3 of Schedule 4 (Mandatory Cost
      formulae) including (but not lim­ited to) transferring its
      rights and obligations under the Finance Docu­ments to another
      Affiliate or Facility Office or to another Lender which is willing to
      accept such transfer.

            


    

     

    
      	
              (b)  

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

            


    


    19.2
Limitation of
liability

     

    
      	
              (a)  

            	
              Prior
      to taking any of the steps referred to in Clause 19.1 (Mitigation) the
      relevant Finance Party will consult with the relevant Borrower and
      fol­lowing a request from such Borrower will provide the relevant
      Borrower with an estimate of any costs and expenses which are likely to be
      in­curred by it as a result of it taking such steps. The Borrower
      shall then be entitled to request that the relevant Finance Party does not
      take those steps.

            


    

     

    
      	
              (b)  

            	
              The
      relevant Borrower shall indemnify each Finance Party for all costs and
      expenses reasonably incurred by that Finance Party as a result of steps
      taken by it under Clause 19.1 (Mitigation).

            


    

     

    
      	
              (c)  

            	
              A
      Finance Party is not obliged to take any steps under Clause 19.1 (Miti­gation) if, in
      the opinion of that Finance Party (acting reasonably), to do so might be
      prejudicial to it. The incurring of minor costs and expenses of an
      administrative nature will not be regarded as prejudicial to such
      Fi­nance Party.

            


    

     

    20. COSTS AND
EXPENSES

     

    20.1
Transaction
expenses

     

    Each of
the Borrowers shall promptly on demand pay the Agent, the Mandated Lead Arranger
and the Security Agent the amount of all reasonable out-of-pocket costs and
expenses (including legal fees of outside counsel) rea­sonably incurred by
any of them in connection with the negotiation, preparation, printing, execution
and syndication and perfection of:

     

    
      	
              (a)  

            	
              this
      Agreement, the Security Documents and any other documents re­ferred to
      in this Agreement and the Transaction Security;
  and

            


    

     

    
      	
              (b)  

            	
              any
      other Finance Documents executed after the date of this
      Agreement.

            


    

     

    20.2
Amendment
costs

     

    If (a) an
Obligor requests an amendment, waiver or consent or (b) an amendment is required
pursuant to Clause 33.9 (Change of currency), each of
the Borrowers shall, within three Business Days of demand, reimburse the Agent
for the amount of all reasonable out-of-pocket costs and expenses (including
reasonable legal fees of outside counsel) reasonably incurred by the Agent in
responding to, evaluating, negotiating or complying with that request or
requirement.

     

    20.3
Enforcement
costs

     

    Each of
the Borrowers shall, within three Business Days of demand, pay to
each

     

    Secured
Party and the Mandated Lead Arranger the amount of all reasonable

     

    out-of-pocket
costs and expenses (including legal fees) reasonably incurred
by


    


     

    that
Secured Party or the Mandated Lead Arranger in connection with the
en­forcement of, or the preservation of any rights, powers and remedies
under any Finance Document and the Transaction Security and any proceedings
instituted by or against the Security Agent as a consequence of taking or
holding the Transaction Security or enforcing those rights, powers and
remedies.

     

    20.4
Limitation

     

    Notwithstanding
anything to the contrary in any Finance Document, the Bor­rower shall not be
obliged to pay any losses, costs or expenses under any Fi­nance Document
arising from or relating to disputes solely among the Agent and the Lenders, or
losses, costs or expenses of the Agent or any Lender resulting from its gross
negligence or wilful misconduct.

     

    SECTION
7

     

    GUARANTEE
ON FIRST DEMAND (GARANTIE AUF ERSTES AN-

     

    FORDERN)

     

    21. GUARANTEE AND
INDEMNITY

     

    21.1
Guarantee and
indemnity

     

    Each
Guarantor irrevocably and unconditionally jointly and severally:

     

    
      	
              (a)  

            	
              guarantees
      (garantiert) to
      each Finance Party punctual performance by each Borrower of all that
      Borrower's obligations under the Finance
  Documents;

            


    

     

    
      	
              (b)  

            	
              undertakes
      with each Finance Party that whenever a Borrower does not pay any amount
      when due under or in connection with any Finance Document, that Guarantor
      shall immediately on demand pay that amount as if it was the principal
      obligor (Garantie
      auferstes Anfordern); and

            


    

     

    
      	
              (c)  

            	
              indemnifies
      each Finance Party immediately on demand against any cost, loss or
      liability suffered by that Finance Party if any obligation guaran­teed
      by it is or becomes unenforceable, invalid or illegal. The amount of the
      cost, loss or liability shall be equal to the amount which that Finance
      Party would otherwise have been entitled to
  recover.

            


    

     

    21.2
Continuing
guarantee

     

    This
guarantee is a continuing guarantee and will extend to the ultimate balance of
sums payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.

     

    21.3
Reinstatement

     

    If any
payment by an Obligor or any discharge given by a Finance Party (whether in
respect of the obligations of any Obligor or any security for those obligations
or otherwise) is avoided or reduced as a result of insolvency or any similar
event:

     

    
      	
              (a)  

            	
              the
      liability of each Obligor shall continue as if the payment, discharge,
      avoidance or reduction had not occurred;
and

            


    

     

    
      	
              (b)  

            	
              each
      Finance Party shall be entitled to recover the value or amount of that
      security or payment from each Obligor, as if the payment, discharge,
      avoidance or reduction had not
occurred.

            


    

     

    21.4
Waiver of
defences

     

    The
obligations of each Guarantor under this Clause 21 (Guarantee and Indem­nity)
will not be affected by an act, omission, matter or thing which, but for this
Clause, would reduce, release or prejudice any of its obligations under this
Clause 21 (Guarantee and
Indemnity) (without limitation and whether or not known to it or any
Finance Party) including:

     

    
      	
              (a)  

            	
              any
      time, waiver or consent granted to, or composition with, any Obligor or
      other person;

            


    

     

    
      	
              (b)  

            	
              the
      release of any other Obligor or any other person under the terms of any
      composition or arrangement with any creditor of any member of the
      Group;

            


    

     

    
      	
              (c)  

            	
              the
      taking, variation, compromise, exchange, renewal or release of, or
      re­fusal or neglect to perfect, take up or enforce, any rights
      against, or secu­rity over assets of, any Obligor or other person or
      any non-presentation or non-observance of any formality or other
      requirement in respect of any instrument or any failure to realise the
      full value of any security;

            


    

     

    
      	
              (d)  

            	
              any
      incapacity or lack of power, authority or legal personality of or
      dis­solution or change in the members or status of an Obligor or any
      other person;

            


    

     

    
      	
              (e)  

            	
              any
      amendment (however fundamental) or replacement of a Finance Document or
      any other document or security;

            


    

     

    
      	
              (f)  

            	
              any
      unenforceability, illegality or invalidity of any obligation of any
      per­son under any Finance Document or any other document or security;
      or

            


    

     

    
      	
              (g)  

            	
              any
      insolvency or similar proceedings.

            


    

     

    21.5
Immediate
recourse

     

    Each
Guarantor waives any right it may have of first requiring any Finance Party (or
any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person before claiming from that
Guarantor under this Clause 21 (Guarantee and Indemnity).
This waiver applies irrespective of any law or any provision of a Finance
Document to the contrary.

     

    21.6
Appropriations

    Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance
Party (or any trustee or agent on its behalf) may after the occurrence of a
Default:

     

    
      	
              (a)  

            	
              refrain
      from applying or enforcing any other moneys, security or rights held or
      received by that Finance Party (or any trustee or agent on its
      be­half) in respect of those amounts, or apply and enforce the same in
      such manner and order as it sees fit (whether against those amounts or
      other­wise) and no Guarantor shall be entitled to the benefit of the
      same; and

            


    

     

    
      	
              (b)  

            	
              hold
      in an interest-bearing suspense account any moneys received from any
      Guarantor or on account of any Guarantor's liability under this Clause 21
      (Guarantee and
      Indemnity).

            


    

     

    21.7
Deferral of Guarantors'
rights

     

    Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full and unless the
Agent otherwise directs, no Guarantor will exercise any rights which it may have
by reason of performance by it of its obligations under the Finance
Documents:

     

    
      	
              (a)  

            	
              to
      be indemnified by an Obligor;

            


    

     

    
      	
              (b)  

            	
              to
      claim any contribution from any other guarantor of any Obligor's
      obli­gations under the Finance Documents;
  and/or

            


    

     

    
      	
              (c)  

            	
              to
      take the benefit (in whole or in part and whether by way of
      subroga­tion or otherwise) of any rights of the Finance Parties under
      the Finance Documents or of any other guarantee or security taken pursuant
      to, or in connection with, the Finance Documents by any Finance
      Party.

            


    

     

    21.8
Additional
security

     

    This
guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance
Party.

     

    21.9
Guarantee Limitation
Norway

     

    Notwithstanding
anything to the contrary contained in this Clause 21 (Guaran­tee and
Indemnity), the obligation of the Norwegian Guarantor under this Clause
21 (Guarantee and
Indemnity)in respect of the obligations of any Bor­rower other than a
Norwegian Borrower shall be deemed to be granted and in­curred by the
Norwegian Guarantor only to the extent which is permitted under the Norwegian
Companies Act 1997 Section 8-7.


    


     

    SECTION
8

     

    REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT

     

    22. REPRESENTATIONS

     

    Each
Obligor makes the representations and warranties set out in this Clause 22 as to
itself and its Subsidiaries (in each case to the extent applicable) to each
Fi­nance Party on the date of this Agreement.

     

    22.1
Status

     

    
      	
              (a)  

            	
              It
      is a corporation, duly incorporated and validly existing under the law of
      its jurisdiction of incorporation.

            


    

     

    
      	
              (b)  

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

            


    

     

    22.2
Binding
obligations

     

    The
obligations expressed to be assumed by it in each Finance Document to which it
is a party are, subject to any general principles of law limiting its
obli­gations which are specifically referred to in any legal opinion
delivered pursuant to Clause 4 (Conditions of Utilisation),
legal, valid, binding and enforceable ob­ligations.

     

    22.3
Non-conflict with other
obligations

     

    The entry
into and performance by it of, and the transactions contemplated by, the Finance
Documents to which it is a party and the granting of the Security under the
Security Documents to which it is a party do not and will not conflict
with:

     

    
      	
              (a)  

            	
              any
      law or regulation applicable to it;

            


    

     

    (b) its and
each of its Subsidiaries' constitutional documents; or

     

    
      	
              (c)  

            	
              any
      agreement or instrument binding upon it or any of its Subsidiaries or any
      of its or any of its Subsidiaries' assets the violation of which would
      reasonably be expected to have a Material Adverse
  Effect.

            


    

     

    22.4
Power and
authority

     

    It has
the power to enter into, perform and deliver, and has taken all necessary action
to authorise its entry into, performance and delivery of, the Finance Documents
to which it is a party and the transactions contemplated by those Fi­nance
Documents.

     

    
      	
              22.5
      Validity and
      admissibility in evidence All Authorisations required or
      desirable:

            


    


    


     

    
      	
              (a)  

            	
              to
      enable it lawfully to enter into, exercise its rights and comply with its
      obligations in the Finance Documents to which it is a party;
      and

            


    

     

    
      	
              (b)  

            	
              to
      make the Finance Documents to which it is a party admissible in
      evi­dence in each Relevant
Jurisdiction,

            


    

     

    have been
obtained or effected and are in full force and effect. 

     

    22.6 Governing
law and enforcement

    
      	
              (a)  

            	
              Subject
      to any general principles of law affecting the choice of the
      gov­erning law which are specifically referred to in any legal opinion
      deliv­ered pursuant to Clause 4 (Conditions of
      Utilisation), the choice of the governing law specified in each of
      the Finance Documents to which it is a party will be recognised and
      enforced in each Relevant
Jurisdiction.

            


    

     

    
      	
              (b)  

            	
              Subject
      to any general principles of law affecting the recognition and
      en­forcement of judgments which are specifically referred to in any
      legal opinion delivered pursuant to Clause 4 (Conditions of
      Utilisation), any judgment obtained in Germany in relation to a
      Finance Document to which it is a party will be recognised and enforced in
      each Relevant Ju­risdiction.

            


    

     

    22.7
Deduction of
Tax

     

    Subject
to the Legal Reservations, it is not required under the law of each
Rele­vant Jurisdiction to make any deduction for or on account of Tax from
any pay­ment it may make under any Finance Document.

     

    22.8
No filing or stamp
taxes

    Under the
law of each Relevant Jurisdiction it is not necessary that the Finance Documents
to which it is a party be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, registration or similar tax be
paid on or in relation to the Finance Documents to which it is a party or the
transactions contemplated by such Finance Documents except for Belgian stamp
duties of EUR 0.15 payable on any original loan or credit agreement and any
original pledge agreement executed in Belgium, subject to the conditions of the
Belgian Stamp Duties Code ( Wetboek Zegelrechten) of 26
June 1947 and Bel­gian registration, stamp and other duties payable in
respect of any Belgian law floating charge.

     

    22.9
No default

     

    (a)No
Default is continuing or would reasonably be expected to result
from

     

    the
making of any Utilisation.

     

     

    (b)No
other event or circumstance is outstanding which constitutes a
default

     

    under any
other agreement or instrument which is binding on it or any of its Subsidiaries
or to which its (or its Subsidiaries') assets are subject which would reasonably
be expected to have a Material Adverse Effect.

     

    22.10
No misleading
information

     

    Any
factual information heretofore or contemporaneously furnished by or on behalf of
the Parent or any member of the Group in writing to any Finance Party for
purposes of or in connection with the Finance Documents or any transaction
contemplated therein is true and accurate in all material respects on the date
as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information not misleading in
any material respect at such time.

     

    22.11
Financial
statements

     

    
      	
              (a)  

            	
              Its
      Original Financial Statements were prepared in accordance with
      Ap­plicable GAAP consistently
applied.

            


    

     

    
      	
              (b)  

            	
              Its
      Original Financial Statements fairly represent its financial condition and
      operations (consolidated in the case of the Norwegian Guarantor) during
      the relevant financial year.

            


    

     

    
      	
              (c)  

            	
              There
      has been no material adverse change in the business, assets or
      fi­nancial condition of the German Borrower, the Belgian Borrower or
      the Group taken as a whole since the date of the Original Financial
      State­ments.

            


    

     

    22.12
Pari passu
ranking

     

    Save as
provided in Clause 22.17 (Ranking), its payment
obligations under the Finance Documents to which it is a party rank at least
pari passu with the
claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies
generally.

     

    22.13
No proceedings pending or
threatened

     

    No
litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency which, if adversely determined, would reasonably be
ex­pected to have a Material Adverse Effect have been started or (to the
best of its knowledge and belief) threatened in writing against it or any of its
Subsidiaries.

     

    22.14
Environmental
compliance

    Each
member of the Group has performed and observed in all material respects all
Environmental Law, Environmental Permits and all other material covenants,
conditions, restrictions or agreements directly or indirectly concerned with any
contamination, pollution or waste or the release or discharge of any toxic or
haz-

     

    ardous
substance in connection with any real property which is or was at any time
owned, leased or occupied by any member of the Group or on which any member of
the Group has conducted any activity where failure to do so would reasonably be
expected to have a Material Adverse Effect.

     

    22.15
Environmental
Claims

     

    No
Environmental Claim has been commenced or (to the best of its knowledge and
belief) is threatened in writing against any member of the Group where that
claim would be reasonably likely, if determined against that member of the
Group, to have a Material Adverse Effect.

     

    22.16
No Security

     

    No
Security exists over all or any of the present or future assets of any Obligor
other than any Security permitted under Clause 25.3 (Negative
pledge).

     

    22.17
Ranking

     

    Subject
to the Legal Reservations, each Security Document to which it is a party has or
will have first ranking priority and it is not subject to any prior ranking or
paripassu ranking
Security.

     

    22.18
Transaction
Security

     

    Subject
to the Legal Reservations, each Security Document to which it is a party validly
creates the Security which is expressed to be created by that Security Document
and evidences the Security it is expressed to evidence.

     

    22.19
Legal and beneficial
owner

     

    It is the
absolute legal and beneficial owner of the assets subject to the
Transac­tion Security created or expressed to be created pursuant to the
Security Docu­ments to which it is a party.

     

    22.20
No
winding-up

     

    None of
the events described in Clause 26.6 (Insolvency) and Clause 26.7
(In­solvency
proceedings) have occurred in relation to any Obligor.

     

    22.21
Structure
Chart

     

    The
Structure Chart dated on or about the date of the Fourth Amendment Agreement
provided by the Obligors prior to the date of the Fourth Amendment Agreement is
true, complete and accurate in all material respects as at the date hereof and
nothing has occurred or been omitted as at the date hereof that ren­ders the
information contained in the Structure Chart untrue or misleading in any
material respect.

     

     

    22.22
Repetition

     

    The
Repeating Representations are to be made by each Obligor by reference to the
facts and circumstances then existing on the date of each Utilisation Request
and the first day of each Interest Period by delivery of a Certificate to that
effect.

     

    23. INFORMATION
UNDERTAKINGS

     

    The
undertakings in this Clause 23 remain in force from the date of this
Agree­ment for so long as any amount is outstanding under the Finance
Documents or any Commitment is in force.

     

    23.1
Financial statements of the
Obligors

     

    
      	
              (a)  

            	
              Each
      Obligor shall supply to the Agent in sufficient copies for all the Lenders
      as soon as the same become available, but in any event within 150 days
      after the end of each of its financial years (i) its audited
      con­solidated financial statements for that financial year (if any)
      and (ii) its audited unconsolidated financial statements for that
      financial year.

            


    

     

    
      	
              (b)  

            	
              Any
      financial statements to be delivered pursuant to paragraph (a) above shall
      (i) be prepared using Applicable GAAP, (ii) be certified by the Chief
      Executive Officer and/or the Chief Financial Officer (or equivalent
      position) of the relevant Obligor, together with one of its authorised
      sig­natories, as fairly representing its financial condition as at the
      date as at which those financial statements were drawn up and (iii) be
      certified by the relevant Obligor's external
  auditors.

            


    

     

    23.2
Financial statements of the
Parent

     

    (a)The
Borrowers shall supply to the Agent in sufficient copies for all
the

     

    Lenders:

     

    
      	
              (i)  

            	
              as
      soon as the same become available, but in any event within 100 days after
      the end of each financial year of the Parent the au­dited consolidated
      financial statements of the Parent for that fi­nancial year;
      and

            


    

     

    
      	
              (ii)  

            	
              as
      soon as the same become available, but in any event within 55 days after
      the end of each quarter of each financial year of the Parent the unaudited
      consolidated financial statements of the Par­ent for that
      period.

            


    

     

    (b)Any
financial statements to be delivered pursuant to paragraph (a)
above

     

    shall be
prepared using Applicable GAAP.


    23.3
Combining financial
information

     

    (a)The
Borrowers shall supply to the Agent in sufficient copies for all
the

     

    Lenders:

     

    
      	
              (i)  

            	
              as
      soon as they become available, but in any event within 120 days after the
      end of each financial year of the Parent an un­audited Combining
      Schedule for that financial year;

            


    

     

    
      	
              (ii)  

            	
              as
      soon as they become available, but in any event within 60 days after the
      end of each quarter of each financial year of the Parent, an unaudited
      Combining Schedule for the period as of the begin­ning of the
      financial year and ending on such
quarter.

            


    

     

    (b)Each
of the Obligors shall procure that each of the Combining Schedules

     

    delivered
pursuant to paragraph (a) above are prepared by the Parent and the Obligors
using US GAAP.

     

    (c) Any
Combining Schedule to be delivered pursuant to paragraph (a)

     

    above
shall (i) be prepared using US GAAP, (ii) be certified by the Chief Executive
Officer and/or Chief Financial Officer (or equivalent position) of the Parent,
together with one of its authorised signatories, as fairly representing the
financial condition of the Group as at the date as at which those Combining
Schedules were drawn up and (iii) in the case of the Combining Schedule to be
delivered pursuant to Clause 23.3(a)(i) above, be accompanied by a report from
the Parent's external auditors in the form of Schedule 13 (Form ofAuditor's
Report).

     

    23.4
Compliance
Certificate

     

    
      	
              (a)  

            	
              The
      Borrowers shall supply to the Agent, with each Combining Schedule
      delivered pursuant to paragraphs (a) and (b) of Clause 23.3 (Combining financial
      information), a Compliance Certificate setting out (in
      reason­able detail) computations as to compliance with Clause 24
      (Financial
      covenants) as at the date as at which those Combining Schedules
      were prepared.

            


    

     

    
      	
              (b)  

            	
              Each
      Compliance Certificate shall be signed by the Chief Executive
      Of­ficer, Chief Financial Officer or any other executive officer,
      together with one authorised signatory of the German Borrower, who in each
      case will sign on behalf of all Borrowers which hereby authorise the
      afore­mentioned persons to do so, and, (in the case of a Compliance
      Certificate delivered pursuant to Clause 23.3 (a) (i)), accompanied by a
      letter from the Parent's external auditors in the form set out in part II
      of Schedule 6 (Form of
      Compliance Certificate).

            


    

     

     

    23.5
Information:
miscellaneous

     

    The
Obligors shall (through the German Borrower) supply to the Agent (in
suf­ficient copies for all the Lenders, if the Agent so
requests):

     

    
      	
              (a)  

            	
              all
      documents dispatched by any of the Obligors or the Parent to its creditors
      generally at the same time as they are
  dispatched;

            


    

     

    
      	
              (b)  

            	
              promptly
      upon becoming aware of them, the details of any litigation,
      ar­bitration or administrative proceedings which are current,
      threatened or pending against any member of the Group, and which, if
      adversely de­termined, would reasonably be expected to have a Material
      Adverse Ef­fect; and

            


    

     

    
      	
              (c)  

            	
              promptly,
      such further information regarding the financial condition, business and
      operations of any member of the Group as any Finance Party (through the
      Agent) may reasonably request.

            


    

     

    23.6
Notification of
default

     

    
      	
              (a)  

            	
              Each
      Obligor shall notify the Agent of any Default (and the steps, if any,
      being taken to remedy it) promptly upon becoming aware of its
      occur­rence (unless that Obligor is aware that a notification has
      already been provided by another
Obligor).

            


    

     

    
      	
              (b)  

            	
              Promptly
      upon a request by the Agent, the Borrower shall supply to the Agent a
      certificate signed by two of its directors or senior officers on its
      behalf certifying that no Default is continuing (or if a Default is
      continu­ing, specifying the Default and the steps, if any, being taken
      to remedy it).

            


    

     

    24. FINANCIAL
COVENANTS

     

    
      	
               
      

            	
              24.1
      Financial definitions
      In this Clause 24:

            


    

     

    "EBITDA" means, for any
Relevant Period the income of the Group before Net Interest, before any
provision on account of taxation and before any amount at­tributable to the
amortisation of intangible assets and depreciation of tangible
as­sets.

     

    "Equity" means at any time the
aggregate amount of the total assets of the Group less (i) the total liabilities
of the Group but excluding changes due to for­eign currency translation or
any other item of other comprehensive income as defined by US GAAP after 31
December 2004 and (ii) any intangible assets of the Group as defined by US GAAP
(including for the avoidance of doubt any goodwill). Equity shall be reduced by
(x) the aggregate amount of all loans

     

     

    made by
any member of the Group (other than (a) loans to another member of the Group,
(b) loans resulting from transactions permitted by Clause 25.4 (Dis­posals) paragraph (b)
sub-paragraph (ii) and (ix) provided that such loan or the respective disposal
is not otherwise prohibited by this Agreement and the amount of such loan does
not exceed the fair market value of the respective as­sets disposed and (c)
loans resulting from any conversion of accounts receiv­ables into notes up
to an aggregate amount of EUR 5,000,000 (or its equivalent in another currency
or currencies)) that are outstanding as of such time to the ex­tent such
loans have been included in the total assets of the Group as of such time, and
(y) the aggregate nominal amount of any indebtedness in respect of which any
guarantee or indemnity has been granted by any member of the Group (other than a
guarantee or indemnity permitted pursuant to the definition of Permitted Loans
and Guarantees).

     

    "Financial Quarter" means the
period commencing on the day after one Quar­ter Date and ending on the next
Quarter Date.

     

    "Net Financial Debt" means at
any time, without duplication, the aggregate amount of all obligations of the
Group for or in respect of Financial Indebted­ness less any cash or Cash
Equivalent Investments of the Group (except for any such Cash Equivalent
Investments that are subject to any Security securing Fi­nancial
Indebtedness other than Financial Indebtedness outstanding with respect to the
Finance Documents).

     

    "Net Interest" means in respect
of any Relevant Period, the aggregate amount of the interest (including the
interest element of leasing and hire purchase pay­ments and capitalised
interest), commission, fees, discounts and other finance payments payable by any
member of the Group on a Combining Schedule (in­cluding any commission,
fees, discounts and other finance payments payable by any member of the Group
under any interest rate hedging arrangement but de­ducting any commission,
fees, discounts and other finance payments receivable by any member of the Group
under any interest rate hedging instrument) but de­ducting any other
interest receivable by any member of the Group on any de­posit or bank
account.

     

    "Net Secured Debt" means at any
time the aggregate amount of all obligations of the Group for or in respect of
Net Financial Debt which is secured by any Se­curity (and so that no amount
shall be included more than once).

     

    "Net Working Capital" means at
any time the aggregate amount of net ac­counts receivables and net
inventories of the Group less any accounts payable and accrued liabilities of
the Group.

    


     

    "Quarter Date" means each of 31
March, 30 June, 30 September and 31 De­cember.

     

    "Quarterly EBITDA" means for
any Financial Quarter the income of the Group before Net Interest, before any
provision on account of taxation and before any amount attributable to the
amortisation of intangible assets and depreciation of tangible
assets.

     

    "Relevant Period" means each
period of twelve months ending on the last day of the Group's financial year and
each period of twelve months ending on the last day of each of the first, second
and third Financial Quarter of the Group's fi­nancial year.

     

    "Rolling Basis" means the
calculation of a ratio or an amount made at the end of a Financial Quarter in
respect of that Financial Quarter and each of the preced­ing three Financial
Quarters.

     

    24.2
Financial
condition

     

    Each
Borrower shall ensure that:

     

    
      	
              (a)  

            	
              For
      each Relevant Period ending on a Quarter Date following the Origi­nal
      Leverage Test Compliance Date the ratio of (i) Net Secured Debt of the
      Group at the end of the applicable Relevant Period to (ii) EBITDA of the
      Group, calculated on a Rolling Basis, shall not in respect of any Relevant
      Period be more than 0.70:1.

            


    

     

    
      	
              (b)  

            	
              The
      ratio of (i) Net Financial Debt of the Group at the end of the
      appli­cable Relevant Period to (ii) the consolidated Equity of the
      Group at the end of the applicable Relevant Period shall not in respect of
      any Relevant Period be more than
0.5:1.

            


    

     

    
      	
              (c)  

            	
              For
      each Financial Quarter until the Original Leverage Test Compliance Date
      either

            


    

     

    
      	
               
      

            	
              (i)
      the Quarterly EBITDA shall at each Quarter Date set out in the table below
      be not less than the amount as set opposite such Quarter Date in the table
      below:

            


    

     

    
      	
              Quarter
      Date

            	
              Minimum
      Quarterly EBITDA in dollar

            
	
              30
      September 2009

            	
              6,000,000

            
	
              31
      December 2009

            	
              7,400,000

            
	
              31
      March 2010

            	
              8,000,000

            
	
              30
      June 2010

            	
              11,000,000

            
	
              30
      September 2010

            	
              13,500,000

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              31
      December 2010

            	
              14,500,000

            
	
              31
      March2011

            	
              21,500,000

            


    

    


     

    or
alternatively

     

    (ii) the
sum of each Quarterly EBITDA for each Financial Quarter

     

    within
the period set out in the left column below shall not be less than the amount in
dollars set out in the right column opposite such period:

    
      	
              period

            	
              Minimum
      cumulative Quarterly EBITDA

            
	
              1
      July 2009- 30 September 2009

            	
              6,000,000

            
	
              1
      July 2009- 31 December 2009

            	
              13,400,000

            
	
              1
      July 2009- 31 March 2010

            	
              21,400,000

            
	
              1
      July 2009- 30 June 2010

            	
              32,400,000

            
	
              1
      October 2009 - 30 September 2010

            	
              39,900,000

            
	
              1
      January 2010 - 31 December 2010

            	
              47,000,000

            
	
              1
      April 2010-31 March 2011

            	
              60,500,000

            


    

    


     

    (d) For
each Relevant Period ending on a Quarter Date until the Original

     

    Leverage
Test Compliance Date the ratio of (i) Net Working Capital to (ii) Net Financial
Debt shall for the Relevant Period ending on 30 Sep­tember 2009 be not less
than 3.0:1 and for each Relevant Period thereaf­terbe not less than
4.0:1.

     

    24.3
Financial
testing

     

    The
financial covenants set out in Clause 24.2 (Financial condition)
(including, for the avoidance of doubt, paragraph (a) of Clause 24.2 (Financial condition), even
though the Borrowers are not required to maintain compliance with para­graph
(a) of Clause 24.2 (Financial
condition) prior to the Original Leverage Test Compliance Date) shall be
tested quarterly in accordance with US GAAP by reference to each of the
Combining Schedules as evidenced by each Compli­ance Certificate delivered
pursuant to Clause 23.4 (Compliance
certificate).

     

    25. GENERAL
UNDERTAKINGS

     

    The
undertakings in this Clause 25 remain in force from the date of this
Agree­ment for so long as any amount is outstanding under the Finance
Documents or any Commitment is in force.

     

    25.1
Authorisations

     

    Each
Obligor shall promptly:

    


     

    
      	
              (a)  

            	
              obtain,
      comply with and do all that is necessary to maintain in full force and
      effect; and

            


    

     

    
      	
              (b)  

            	
              supply
      certified copies to the Agent of,

            


    

     

    any
Authorisation required under any law or regulation of the Relevant
Jurisdic­tions to enable it to perform its obligations under the Finance
Documents to which it is a party and to ensure the legality, validity,
enforceability or admissi­bility in evidence in each Relevant Jurisdiction
of incorporation of any Finance Document.

     

    25.2
Compliance with
laws

     

    Each
Obligor shall comply in all material respects with all laws to which it may be
subject, if failure so to comply would materially impair its ability to perform
its obligations under the Finance Documents.

     

    25.3
Negative
pledge

     

    (a)            No
Obligor shall (and each Obligor shall ensure that none of its
Subsidi-

     

    aries
will) create or permit to subsist any Security over any of its
assets.

     

    (b)            No
Obligor shall (and each Obligors shall ensure that no of its
Subsidiar-

     

    ies
will):

     

    
      	
              (i)  

            	
              sell,
      transfer or otherwise dispose of any of its assets on terms whereby they
      are or may be leased to or re-acquired by an Obli­gor or any other
      member of the Group;

            


    

     

    
      	
              (ii)  

            	
              sell,
      transfer or otherwise dispose of any of its receivables on re­course
      terms other than to the German Borrower and where such transaction is not
      otherwise prohibited by this
Agreement;

            


    

     

    
      	
              (iii)  

            	
              enter
      into any arrangement under which money or the benefit of a bank or other
      account may be applied, set-off or made subject to a combination of
      accounts; or

            


    

     

    
      	
              (iv)  

            	
              enter
      into any other preferential arrangement having a similar
      ef­fect,

            


    

     

    in
circumstances where the arrangement or transaction is entered into primarily as
a method of raising Financial Indebtedness or of financing the acquisition of an
asset.

     

    (c)Paragraphs
(a) and (b) above do not apply to:


    


     

    (i) any
Security listed in Schedule 7 (Existing Security)
(including

     

    any
Security which has been Refinanced provided that the assets
subject to such Security have not materially changed in any way) except to the
extent the principal amount secured by that Security exceeds the amount stated
in that Schedule;

     

    (ii)any
netting or set-off arrangement entered into by any member of

     

    the Group
in the ordinary course of its banking arrangements for the purpose of netting
debit and credit balances;

     

    (iii)any
Security entered into in the ordinary course of business under

     

    customary
general business conditions;

     

    (iv)any
lien arising by operation of law or regulatory requirement and

     

    in the
ordinary course of business and not as a result of a default howsoever
described;

     

    (v)           any
Security arising by operation of law in favour of any gov-

     

    ernment,
state or local authority in respect of Taxes which are ei­ther (a) not yet
due and unpaid or (b) being contested in good faith by appropriate proceedings
and for which adequate reserves have been made;

     

    
      	
               
      

            	
              (vi)
      any Security over or affecting any asset acquired by a member of the Group
      after the date of this Agreement
if:

            


    

     

    
      	
              (1)  

            	
              the
      Security was not created in contemplation of the ac­quisition of that
      asset by a member of the Group; and

            


    

     

    
      	
              (2)  

            	
              the
      principal amount secured has not been increased in contemplation of, or
      since the acquisition of that asset by a member of the
    Group;

            


    

     

    
      	
               
      

            	
              (vii)
      any Security over or affecting any asset of any company which becomes a
      member of the Group after the date of this Agreement, where the Security
      is created prior to the date on which that com­pany becomes a member
      of the Group, if:

            


    

     

    
      	
              (1)  

            	
              the
      Security was not created in contemplation of the ac­quisition of that
      company; and

            


    

     

    
      	
              (2)  

            	
              the
      principal amount secured has not increased in contem­plation of or
      since the acquisition of that
company;

            


    

     

    (viii)
the Transaction Security;


    


     

    
      	
              (ix)  

            	
              any
      Security which has been approved in writing by the Majority
      Lenders;

            


    

     

    
      	
              (x)  

            	
              any
      Security incurred or deposits made in the ordinary course of business in
      connection with workers' compensation, unemploy­ment insurance and
      other types of social security, including any Security securing letters of
      credit issued in the ordinary course of business in accordance with past
      practice;

            


    

     

    
      	
              (xi)  

            	
              any
      Security over assets of the Norwegian Borrower 2 acquired with Financial
      Indebtedness permitted under paragraph (k) of the definition of Permitted
      Financial Indebtedness provided that such Security is removed upon the
      full discharge of the relevant Per­mitted Financial Indebtedness
      incurred to finance the payment of the purchase price for such asset;
      or

            


    

     

    
      	
              (xii)  

            	
              any
      Security securing indebtedness the principal amount of which (when
      aggregated with the principal amount of any other indebt­edness which
      has the benefit of Security given by any member of the Group other than
      any permitted under paragraphs (i) to (ix) above) does not exceed EUR
      5,000,000 its equivalent in another currency or
    currencies).

            


    

     

    25.4
Disposals

     

    
      	
              (a)  

            	
              No
      Obligor shall (and each Obligor shall ensure that none of its
      Subsidi­aries will), enter into a single transaction or a series of
      transactions (whether related or not) and whether voluntary or involuntary
      to sell, lease, transfer or otherwise dispose of any
  asset.

            


    

     

    
      	
              (b)  

            	
              Paragraph
      (a) above does not apply to any sale, lease, transfer or other
      disposal:

            


    

     

    
      	
              (i)  

            	
              which
      is made on arm's length terms and for fair market value in the ordinary
      course of trading or business of the disposing
  entity;

            


    

     

    
      	
              (ii)  

            	
              of
      assets which are obsolete;

            


    

     

    
      	
              (iii)  

            	
              which
      is made from any Obligor to another
Obligor;

            


    

     

    
      	
              (iv)  

            	
              which
      is made from any Obligor to a wholly-owned subsidiary being a member of
      the Group which is not an Obligor, provided that the fair
      market value of the assets to be disposed of does not, when aggregated
      with the fair market value of all other assets disposed of pursuant to
      this paragraph (b)(iv) exceed

            


    

    


     

    EUR
5,000,000 (or its equivalent in any other currency or
curren­cies);

     

    
      	
              (v)  

            	
              of
      assets in exchange for other assets comparable or superior as to type,
      value and quality;

            


    

     

    
      	
              (vi)  

            	
              which
      is a Permitted Affiliate
Transaction;

            


    

     

    
      	
              (vii)  

            	
              made
      in connection with the granting of a non-exclusive licence to use any
      Intellectual Property owned by members of the Group provided that any such
      licences do not prohibit any of the mem­ber of the Group from using
      any Intellectual Property which is material to its
    business;

            


    

     

    
      	
              (viii)  

            	
              made
      with the prior written consent of the Majority
  Lenders;

            


    

     

    
      	
              (ix)  

            	
              of
      non-core assets which is made on arm's length terms and for fair market
      value provided that
      the consideration receivable (when aggregated with the
      consideration receivable for any other sale, lease, transfer or other
      disposal, other than any permitted under paragraphs (i) to (viii) above)
      does not exceed EUR 5,000,000 (or its equivalent in another currency or
      currencies) in any financial year;

            


    

     

    
      	
              (x)  

            	
              of
      cash other than by way of a payment to any member of the Group which is
      not an Obligor as equity payment, it being under­stood, however, that
      payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate
      amount of EUR 1,000,000 (or its equivalent in another currency or
      currencies) shall be permitted, and provided that such disposal is not
      otherwise prohibited by this Agreement;
or

            


    

     

    
      	
              (xi)  

            	
              of
      Cash Equivalent Investments on arms' length
  terms.

            


    

     

    25.5
Disposals of
Plant

     

    No
Obligor shall sell, lease, transfer or otherwise dispose of its respective
manu­facturing plant at Langerbrugge, Leverkusen, Nordenham and Frederikstad
to any other Obligor unless it has received the prior written consent of the
Majority Lenders.

     

    25.6
Indebtedness

     

    Each
Obligor shall ensure that neither it nor any of its Subsidiaries shall incur or
permit to subsist any Financial Indebtedness other than Permitted Financial
In­debtedness.

    


     

    25.7
Merger

     

    No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will)
enter into any amalgamation, demerger, merger or corporate reconstruction other
than (a) a solvent reorganisation between members of the Group (other than any
Obligor) and (b) a solvent reorganisation between members of the Group and a
Borrower provided that the Borrower is the surviving entity.

     

    25.8
Change of
business

     

    The
Obligors shall procure that no substantial change is made to the general
na­ture of the business of any of the Borrowers or the Group from that
carried on at the date of this Agreement and that there shall be no cessation of
any substantial part of such business.

     

    25.9
Insurance

     

    Each
Obligor shall (and each Obligor shall ensure that each of its Subsidiaries will)
maintain insurances on and in relation to its business and assets with
repu­table underwriters or insurance companies against those risks and to
the extent as is usual for companies carrying on the same or substantially
similar business.

     

    25.10
Environmental
compliance

     

    Each
Obligor (and each Obligor shall ensure that each of its Subsidiaries will)
comply in all material respects with all Environmental Laws and obtain and
maintain any Environmental Permits and take all reasonable steps in anticipation
of known or expected future changes to or obligations under the same where
failure to do so would reasonably be expected to have a Material Adverse
Effect.

     

    25.11
Environmental
Claims

     

    The
Obligors shall inform the Agent in writing as soon as reasonably practicable
upon becoming aware of the same:

     

    
      	
              (a)  

            	
              if
      any Environmental Claim has been commenced or is threatened in writing
      against any member of the Group; or

            


    

     

    
      	
              (b)  

            	
              of
      any facts or circumstances which will or are reasonably likely to result
      in any Environmental Claim being commenced or threatened against any
      member of the Group,

            


    

     

    where the
claim would be reasonably likely, if determined against that member of the
Group, to have a Material Adverse Effect.

     

    25.12
Acquisition

    No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries
will):

    


     

    
      	
              (a)  

            	
              purchase,
      subscribe for or otherwise acquire any shares (or other securi­ties
      (but excluding Cash Equivalent Investments) or interests) in, or
      in­corporate, any other company, including any additional shares or
      other interests in any member of the Group who is not an Obligor but
      exclud­ing Unterstützungskasse Kronos Titan GmbH or agree to do any of
      the foregoing; or

            


    

     

    
      	
              (b)  

            	
              purchase
      or otherwise acquire all or substantially all of the assets of a company
      or a business unit or agree to do so;
or

            


    

     

    
      	
              (c)  

            	
              form,
      or enter into, any partnership, consortium, joint venture or other like
      arrangement or agree to do so,

            


    

     

    in each
case other than: (i) any such investment made between two or more Ob­ligors,
or (ii) if the aggregate amount of any such investments made by members of the
Group would not exceed EUR 5,000,000 (or its equivalent in another cur­rency
or currencies, as measured at the time of such investment).

     

    This
Clause 25.12 does not apply to any acquisitions resulting from settlements or
compromises of accounts receivable or trade payables, acquisitions in
securi­ties of trade creditors or customers received pursuant to any plan of
reorganisa­tion or similar arrangement upon the bankruptcy or insolvency of
such trade creditors or customers or in good faith settlements of delinquent
obligations of such trade creditors or customers, in each case in the ordinary
course of business and provided
that the aggregate face value of accounts receivables and/or trade
payables and/or delinquent obligations shall in aggregate not exceed EUR
5,000,000 (or its equivalent in another currency or currencies).

     

    25.13
Paripassu

     

    Each
Obligor shall ensure that at all times the claims of the Finance Parties against
it under this Agreement rank at least pani passu with the claims of
all of its other unsecured and unsubordinated creditors save those whose claims
are preferred solely by any bankruptcy, insolvency, liquidation or other similar
laws of general application.

     

    25.14
Loans and
Guarantees

     

    (a)Following
the Original Leverage Test Compliance Date no Obligor shall

    (and each
Obligor shall ensure that none of its Subsidiaries will) make any loans or grant
any credit (in each case of the type described in para­graphs (a), (c) and
(f) of the definition of Financial Indebtedness) or give any guarantee or
indemnity to or for the benefit of any person or other­wise voluntarily
assume any liability, whether actual or contingent, in re­spect of any
obligation of any person other than (i) Permitted Loans and

    


     

    Guarantees
and (ii) any loan, credit, guarantee, indemnity or assumption of such liability
in respect of any member of the Kronos Group.

     

    (b)Until
and including the Original Leverage Test Compliance Date no Ob-

     

    ligor
shall (and each Obligor shall ensure that none of its Subsidiaries
will)

     

    
      	
              (i)  

            	
              make
      any loans or grant any credit (in each case of the type de­scribed in
      the definition of Financial Indebtedness) or allow any Financial
      Indebtedness owed by the members of the Kronos Group to the members of the
      Group to be outstanding;

            


    

     

    
      	
              (ii)  

            	
              give
      any guarantee or indemnity to or for the benefit of the Parent or any
      other member of the Kronos Group;

            


    

     

    
      	
              (iii)  

            	
              otherwise
      voluntarily assume any liability, whether actual or con­tingent, in
      respect of any obligation of the Parent or any other member of the Kronos
      Group; or

            


    

     

    
      	
              (iv)  

            	
              make
      any loans or grant any credit (in each case of the type de­scribed in
      paragraphs (a), (c) and (f) of the definition of Financial Indebtedness)
      or give any guarantee or indemnity to or for the benefit of any person or
      otherwise voluntarily assume any liabil­ity, whether actual or
      contingent, in respect of any obligation of any person other than
      Permitted Loans and Guarantees.

            


    

     

    25.15
Transactions with members of
the Kronos Group

     

    No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will)
enter into any transaction with a member of the Kronos Group unless (i) such
transaction is a Permitted Affiliate Transaction, (ii) such transaction is
con­cluded on arm's length terms and for fair market value or on terms more
favour­able to the members of the Group or (iii) such transaction is
expressly permitted by (x) Clause 25.6 (Indebtedness) as it
constitutes Permitted Financial Indebted­ness under paragraphs (c) and (h)
of the definition of Permitted Financial In­debtedness under Clause 1.1
(Definitions) or (y)
Clause 25.14 (Loans and
Guar­antees) of this Agreement, provided that in each case and
with respect to the payment of cash, such payment will not, whether directly or
indirectly, result in the occurrence of a Default.

     

    25.16
Profit and loss transfer
agreements

     

    No
Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will)
enter into a profit and loss transfer agreement (Ergebnis
abführungsver­trag), any partnership agreements (stille Beteiligungen), any
other intercompany agreement (Unternehmensvertrag) or any
other similar arrangement resulting in any person not being a member of the
Group being entitled to share in the profits

     

    of any
member of the Group or being entitled to exercise control over any mem­ber
of the Group provided that
the German Borrower shall be permitted to op­erate a profit and loss
transfer agreement with the Parent for the purpose of shar­ing Taxes (the
"Permitted Profit and Loss
Transfer Agreement") in accor­dance with the terms of the
Subordination Agreement.

     

    25.17
Intellectual
Property

     

    Each
Obligor shall (and the Obligors shall ensure that each of its Subsidiaries
will):

     

    
      	
              (a)  

            	
              observe
      and comply with all material obligations and laws to which it in its
      capacity as registered proprietor, beneficial owner, user, licensor or
      li­censee of the Intellectual Property required to conduct its
      business or any part of it is subject where failure to do so would
      reasonably be expected to have a Material Adverse
  Effect;

            


    

     

    
      	
              (b)  

            	
              do
      all acts as are necessary to maintain, protect and safeguard such
      Intel­lectual Property where failure to do so would reasonably be
      expected to have a Material Adverse Effect and not discontinue the use of
      any of such Intellectual Property nor allow it to be used in such a way
      that it is put at risk by becoming generic or by being identified as
      disreputable if in each case to do so would reasonably be expected to have
      a Material Adverse Effect; and

            


    

     

    
      	
              (c)  

            	
              (save
      where a licence is granted to terminate or prevent litigation) not
      af­ter the date of this Agreement grant any licence to any person to
      use the Intellectual Property required to conduct the business of any
      member of the Group if to do so would reasonably be expected to have a
      Material Adverse Effect.

            


    

     

    25.18
Compliance with Material
Contracts

     

    Each
Obligor shall (and each Obligor shall ensure that each of its Subsidiaries
will):

     

    
      	
              (a)  

            	
              comply
      in all material respects with its obligations under each Material Contract
      to which it is party and take all action necessary to ensure the continued
      validity and enforceability of its rights
  thereunder;

            


    

     

    
      	
              (b)  

            	
              not
      amend, vary, novate or supplement any such Material Contract in any
      material respect;

            


    

     

    
      	
              (c)  

            	
              not
      terminate, revoke, transfer, assign or otherwise dispose of its rights and
      obligations under any such Material Contract during the term of this
      Agreement,

            


    

     

     

    if such
non-compliance, failure to take action, amendment, variation, novation,
supplement, termination, revocation, transfer, assignment or other disposal, as
the case may be, would be reasonably expected to have a Material Adverse
Ef­fect.

     

    
      	
               
      

            	
              25.19
      Payments to members of
      the Kronos Group and payments owed by mem­bers of the Kronos
      Group

            


    

     

    Until the
Original Leverage Test Compliance Date and notwithstanding anything to the
contrary in this Agreement or any other Finance Document no Obligor shall (and
each Obligor shall ensure that none of its Subsidiaries will):

     

    (a)make
any payments to the Parent (including, for the avoidance of doubt,

     

    any
dividends or advance payments in respect of dividends or distribut­able
profits and payments under the Permitted Profit and Loss Transfer Agreement) or
to any other member of the Kronos Group other than

     

    
      	
              (i)  

            	
              in
      relation to trade payables on their due date for payment arising from
      contracts entered into on market conform terms and condi­tions, provided that the
      aggregate amount of all such trade pay­ables shall at no time fall
      below the amount of USD 54,000,000 in
aggregate;

            


    

     

    
      	
              (ii)  

            	
              payments
      that constitute a Permitted Affiliate
  Transaction;

            


    

     

    
      	
              (iii)  

            	
              payments
      owed under the Permitted Profit and Loss Transfer Agreement which are made
      in accordance with the terms of the Subordination Agreement;
      or

            


    

     

    
      	
              (iv)  

            	
              payments
      by the German Borrower to the Parent up to an amount equal to the amount
      of VAT (Umsatzsteuer)
      attributable to the German Borrower but payable to tax authorities in
      Germany by the Parent in a financial year minus the amount of input VAT
      (Vorsteuer) paid
      by the German Borrower in that financial
year.

            


    

     

    (b) allow
trade payables owed by the Parent or any other member of the

     

    Kronos
Group to the members of the Group in excess of an amount of

     

    USD
35,000,000 in aggregate to be outstanding at any time.

     

    26. EVENTS OF DEFAULT

     

    Each of
the events or circumstances set out in Clause 26 is an Event of
Default.

    


     

    26.1
Non-payment

     

    An
Obligor does not pay on the due date any amount due and payable pursuant to a
Finance Document to which it is a party at the place at and in the currency in
which it is expressed to be payable unless:

     

    
      	
              (a)  

            	
              in
      the case of principal or interest due under a Finance Document, its
      failure to pay is caused by administrative or technical error and payment
      is made within 3 Business Days of its due date;
  and

            


    

     

    
      	
              (b)  

            	
              in
      the case of any amount due under a Finance Document other than principal
      or interest, payment is made within 3 Business Days after writ­ten
      notice of such non-payment has been given to the German
      Borrower.

            


    

     

    26.2
Financial covenants and certain
other obligations

     

    
      	
              (a)  

            	
              Any
      requirement of Clause 24 (Financial covenants) is
      not satisfied.

            


    

     

    
      	
              (b)  

            	
              If
      applicable, an Obligor does not comply with the provisions of
      para­graphs (b)(i), (b)(ii) and (b)(iii) of Clause 25.14 (Loans and Guarantees),
      or 25.19 (Payments to
      members of the Kronos Group and payments owed by members of the Kronos
      Group).

            


    

     

    26.3
Other
obligations

     

    
      	
              (a)  

            	
              An
      Obligor does not comply with any provision of the Finance Docu­ments
      to which it is a party (other than those referred to in Clause 26.1 (Non-payment) and Clause
      26.2 (Financial
      covenants and certain other
  obligations)).

            


    

     

    
      	
              (b)  

            	
              No
      Event of Default under paragraph (a) above will occur if such breach is
      capable of remedy and is remedied within thirty (30)
  days.

            


    

     

    26.4
Misrepresentation

     

    
      	
              (a)  

            	
              Any
      representation or statement made by an Obligor in the Finance Documents or
      any other document delivered by or on behalf of any Obli­gor under or
      in connection with any Finance Document is or proves to have been
      incorrect or misleading in any material respect when
  made.

            


    

     

    
      	
              (b)  

            	
              No
      Event of Default under paragraph (a) above will occur if such
      misrep­resentation is capable of remedy and is remedied within 15
      Business Days.

            


    

     

    26.5
Cross
default

     

    (a)Any
Financial Indebtedness of the Parent or any member of the Group is

     

    not paid
at maturity, whether by acceleration or otherwise.

    


     

    
      	
              (b)  

            	
              Any
      Financial Indebtedness of the Parent or any member of the Group is
      declared to be or otherwise becomes due and payable prior to its
      speci­fied maturity as a result of an event of default (however
      described).

            


    

     

    
      	
              (c)  

            	
              Any
      commitment for any Financial Indebtedness of the Parent or any member of
      the Group is cancelled or suspended by a creditor of the Par­ent or
      any member of the Group as a result of an event of default (how­ever
      described).

            


    

     

    
      	
              (d)  

            	
              Any
      creditor of the Parent or any member of the Group becomes entitled to
      declare any Financial Indebtedness of the Parent or any member of the
      Group due and payable prior to its specified maturity as a result of an
      event of default (however
described).

            


    

     

    
      	
              (e)  

            	
              No
      Event of Default will occur under this Clause 26.5 if the aggregate amount
      of Financial Indebtedness or commitment for Financial Indebt­edness
      falling within paragraphs (a) to (d) above is less than EUR 5,000,000 (or
      its equivalent in any other currency or
  currencies).

            


    

     

    26.6
Insolvency

     

    
      	
              (a)  

            	
              Any
      Obligor, Material Subsidiary or the Parent is unable or admits
      in­ability to pay its debts which have fallen due or its debts which
      will fall due in the future, suspends making payments on any of its debts
      or, in the case of the German Borrower or any Material Subsidiary whose
      ju­risdiction of incorporation is Germany, is overindebted (Überschuldung).

            


    

     

    
      	
              (b)  

            	
              A
      moratorium is declared in respect of any indebtedness of any Obligor,
      Material Subsidiary or the Parent in excess of EUR
    5,000,000.

            


    

     

    26.7
Insolvency
proceedings

     

    Any
corporate action, legal proceedings or other procedure or step is taken in
re­lation to:

     

    
      	
              (a)  

            	
              the
      suspension of payments, the opening of insolvency proceedings, winding-up,
      dissolution, administration or reorganisation (by way of voluntary
      arrangement, scheme of arrangement or otherwise) of any Ob­ligor,
      Material Subsidiary or the Parent other than a solvent liquidation or
      reorganisation of any member of the Group which is not an
      Obligor;

            


    

     

    
      	
              (b)  

            	
              a
      composition, assignment or arrangement with any creditor involving
      indebtedness in excess of EUR 5,000,000 of any Obligor, Material
      Sub­sidiary or the Parent;

            


    


    


     

    
      	
              (c)  

            	
              the
      appointment of a liquidator (other than in respect of a solvent
      liquida­tion of a member of the Group which is not an Obligor
      permitted under this Agreement), receiver, administrator including an
      insolvency admin­istrator, administrative receiver, compulsory manager
      or other similar of­ficer in respect of any Obligor, Material
      Subsidiary or the Parent or any of its assets where such asset have an
      aggregated fair market value in ex­cess of EUR 5,000,000;
      or

            


    

     

    
      	
              (d)  

            	
              enforcement
      of any Security over any assets of any Obligor, Material Subsidiary or the
      Parent where such assets have an aggregated fair mar­ket value in
      excess of EUR 5,000,000,

            


    

     

    or any
analogous procedure or step is taken in any jurisdiction.

     

    26.8
Creditors'
process

     

    Any
expropriation, attachment, sequestration, distress, enforcement or execution
affects any asset or assets of the Parent, any Obligor or any Material
Subsidiary having an aggregate value of EUR 5,000,000 and is not discharged
within 45 days.

     

    26.9
Ownership of the
Obligors

     

    An
Obligor is not or ceases to be a Subsidiary of the Parent.

     

    26.10
Unlawfulness

     

    It is or
becomes unlawful for an Obligor to perform any of its obligations under the
Finance Documents if the effect thereof would reasonably be expected to have a
Material Adverse Effect.

     

    26.11
Transaction
Security

     

    
      	
              (a)  

            	
              Any
      Obligor fails duly to perform or comply with any of the obligations
      assumed by it in the Security Documents, provided that no Event
      of De­fault under this paragraph (a) will occur if such breach is
      capable of rem­edy and is remedied within fifteen (15) Business Days
      after written no­tice of such breach has been given to the German
      Borrower by the Agent or the relevant Obligor, as the case may be, has
      obtained actual knowl­edge of such breach, whichever is the
      earlier.

            


    

     

    
      	
              (b)  

            	
              At
      any time of the Transaction Security is or becomes unlawful or is not, or
      ceases to be legal, valid, binding or enforceable or otherwise ceases to
      be effective if the effect thereof would reasonably be expected to have a
      Material Adverse Effect.

            


    

    


     

    26.12
Repudiation

     

    An
Obligor repudiates a Finance Document or any of the Transaction Security or
evidences an intention to repudiate a Finance Document or any of the
Transac­tion Security.

     

    26.13
Material
Contracts

     

    Any
Material Contract is not or ceases to be in full force and effect if this would
reasonably be expected to have a Material Adverse Effect.

     

    26.14
Material adverse
change

     

    There
occurs a material adverse change in the business, assets or financial
condi­tion of any of the German Borrower, the Belgian Borrower or of the
Group taken as a whole.

     

    26.15
Acceleration

     

    On and at
any time after the occurrence of an Event of Default which is continu­ing
the Agent may, and shall if so directed by the Majority Lenders, by notice to
the Borrowers:

     

    
      	
              (a)  

            	
              cancel
      the Total Commitments whereupon they shall immediately be
      cancelled;

            


    

     

    
      	
              (b)  

            	
              declare
      that all or part of the Loans, together with accrued interest, and all
      other amounts accrued or outstanding under the Finance Documents be
      immediately due and payable, whereupon they shall become immedi­ately
      due and payable;

            


    

     

    
      	
              (c)  

            	
              declare
      that all or part of the Loans be payable on demand, whereupon they shall
      immediately become payable on demand by the Agent on the instructions of
      the Majority Lenders; and/or

            


    

     

    
      	
              (d)  

            	
              require
      the relevant Borrower to procure that the liabilities of each of the
      Lenders and the Fronting Bank under each Letter of Credit are promptly
      reduced to zero; and/or

            


    

     

    
      	
              (e)  

            	
              require
      the relevant Borrower to provide Cash Collateral for each Letter of Credit
      in an amount specified by the Agent and in the currency of that Letter of
      Credit;

            


    

     

    
      	
              (f)  

            	
              exercise,
      or direct the Security Agent to exercise, any or all of its rights,
      remedies, powers or discretions under any of the Finance
      Documents.

            


    


    SECTION
9

    CHANGES
TO PARTIES

     

    27. CHANGES TO THE
LENDERS

     

    27.1
Assignments and transfers by
the Lenders

     

    (a)Subject
to this Clause 27, a Lender (the "Existing Lender")
may:

     

    
      	
              (i)  

            	
              assign
      (Abtretung) any
      of its rights; or

            


    

     

    
      	
              (ii)  

            	
              transfer
      by way of assignment and assumption of debt (Ver­tragsübernahme)
      any of its rights and obligations,

            


    

     

    to
another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the "New Lender").

     

    27.2
Conditions of assignment or
transfer

     

    
      	
              (a)  

            	
              Any
      such assignment or transfer shall be in a minimum amount of EUR 4,000,000
      except in the case of an assignment or transfer which has the effect of
      reducing the participation of the relevant Lender to
  zero.

            


    

     

    
      	
              (b)  

            	
              The
      consent of the German Borrower is required for an assignment or transfer
      by a Lender, unless the assignment or transfer is to another Lender or an
      Affiliate of a Lender or unless a Default has occurred which is
      continuing.

            


    

     

    
      	
              (c)  

            	
              The
      consent of the German Borrower to an assignment or transfer must not be
      unreasonably withheld or delayed. The German Borrower will be deemed to
      have given its consent five Business Days after the Lender has requested
      it unless consent is expressly refused by the German Borrower within that
      time.

            


    

     

    
      	
              (d)  

            	
              The
      consent of the Fronting Bank is required for an assignment or
      trans­fer by a Lender in relation to a Letter of
    Credit.

            


    

     

    
      	
              (e)  

            	
              An
      assignment will only be effective on receipt by the Agent of written
      confirmation from the New Lender (in form and substance satisfactory to
      the Agent) that the New Lender will assume the same obligations to the
      other Finance Parties and the other Secured Parties as it would have been
      under if it was an Original Lender.

            


    

     

    
      	
              (f)  

            	
              A
      transfer will only be effective if the procedure set out in Clause 27.5
      (Procedure for
      transfer) is complied with.

            


    

    


     

    (g) If:

     

    
      	
              (i)  

            	
              a
      Lender assigns or transfers any of its rights or obligations under the
      Finance Documents or changes its Facility Office;
  and

            


    

     

    
      	
              (ii)  

            	
              as
      a result of circumstances existing at the date the assignment, transfer or
      change occurs, an Obligor would be obliged to make a payment to the New
      Lender or Lender acting through its new Fa­cility Office under Clause
      16 (Tax gross-up and
      indemnities) or Clause 17 (Increased
      Costs),

            


    

     

    then the
New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender or
Lender acting through its previous Facility Of­fice would have been if the
assignment, transfer or change had not oc­curred.

     

    27.3
Assignment or transfer
fee

     

    The New
Lender shall, on the date upon which an assignment or transfer takes effect, pay
to the Agent (for its own account) a fee of EUR 3,500.

     

    27.4
Limitation of responsibility of
Existing Lenders

     

    (a) Unless
expressly agreed to the contrary, an Existing Lender makes no

     

    representation
or warranty and assumes no responsibility to a New Lender for:

     

    
      	
              (i)  

            	
              the
      legality, validity, effectiveness, adequacy or enforceability of the
      Finance Documents, the Transaction Security or any other
      documents;

            


    

     

    
      	
              (ii)  

            	
              the
      financial condition of any Obligor;

            


    

     

    
      	
              (iii)  

            	
              the
      performance and observance by any Obligor of its obligations under the
      Finance Documents or any other documents;
or

            


    

     

    
      	
              (iv)  

            	
              the
      accuracy of any statements (whether written or oral) made in or in
      connection with any Finance Document or any other
      docu­ment,

            


    

     

    and any
representations or warranties implied by law are excluded.

     

    (b)Each
New Lender confirms to the Existing Lender and the other Finance

     

    Parties
that it:


    


     

    
      	
              (i)  

            	
              has
      made (and shall continue to make) its own independent inves­tigation
      and assessment of the financial condition and affairs of each Obligor and
      its related entities in connection with its partici­pation in this
      Agreement and has not relied exclusively on any in­formation provided
      to it by the Existing Lender in connection with any Finance Document;
      and

            


    

     

    
      	
              (ii)  

            	
              will
      continue to make its own independent appraisal of the
      cred­itworthiness of each Obligor and its related entities whilst any
      amount is or may be outstanding under the Finance Documents or any
      Commitment is in force.

            


    

     

    (c)Nothing
in any Finance Document obliges an Existing Lender to:

     

    
      	
              (i)  

            	
              accept
      a re-transfer from a New Lender of any of the rights and obligations
      assigned or transferred under this Clause 27;
or

            


    

     

    
      	
              (ii)  

            	
              support
      any losses directly or indirectly incurred by the New Lender by reason of
      the non-performance by any Obligor of its obligations under the Finance
      Documents or otherwise.

            


    

     

    27.5
Procedure for
transfer

     

    (a)            Subject
to the conditions set out in Clause 27.2 (Conditions of
assign-

     

    ment or transfer) a transfer
is effected in accordance with paragraph (b) below when the Agent executes an
otherwise duly completed Transfer Certificate delivered to it by the Existing
Lender and the New Lender. The Agent shall, as soon as reasonably practicable
after receipt by it of a duly completed Transfer Certificate appearing on its
face to comply with the terms of this Agreement and delivered in accordance with
the terms of this Agreement, execute that Transfer Certificate.

     

    (b) On
the Transfer Date:

     

    
      	
              (i)  

            	
              to
      the extent that in the Transfer Certificate the Existing Lender seeks to
      transfer by assignment and assumption its rights (the "Transferred Rights") and
      obligations (the "Transferred
      Obli­gations") under the Finance Documents and in respect of
      the Transaction Security each of the Obligors and the Existing Lender
      shall be released from further obligations towards one an­other under
      the Finance Documents and in respect of the Transac­tion
      Security;

            


    

     

    
      	
              (ii)  

            	
              the
      Transferred Rights of the Existing Lender shall be transferred to the New
      Lender and the Transferred Obligations of the
  Exist-

            


    


    


     

    ing
Lender shall be assumed by the New Lender so that each of the Obligors and the
New Lender shall have those obligations and/ or rights towards one
another;

     

    
      	
              (iii)  

            	
              the
      Agent, the Mandated Lead Arranger, the Security Agent, the New Lender, the
      other Lenders and the Fronting Bank shall have the same rights and the
      same obligations between themselves and in respect of the Transaction
      Security as they would have had, had the New Lender been an Original
      Lender with the rights and/or obligations transferred to or assumed by it
      as a result of the transfer and to that extent the Agent, the Mandated
      Lead Ar­ranger, the Existing Lender and the Fronting Bank shall each
      be released from further obligations to each other under this
      Agree­ment; and

            


    

     

    
      	
              (iv)  

            	
              the
      New Lender shall become a Party as a "Lender".

            


    

     

    For the
avoidance of doubt it is hereby agreed that the benefit of the guarantees and
indemnities granted pursuant to Clause 21 (Guarantee and Indemnity) and
the benefit of each of the Security Documents shall be transferred to the New
Lender following a transfer pursuant to this Clause 27.

     

    27.6
Disclosure of
information

     

    Any
Lender may disclose to any of its Affiliates and any other person:

     

    
      	
              (a)  

            	
              to
      (or through) whom that Lender assigns or transfers (or may potentially
      assign or transfer) all or any of its rights and obligations under this
      Agreement;

            


    

     

    
      	
              (b)  

            	
              with
      (or through) whom that Lender enters into (or may potentially enter into)
      any sub-participation in relation to, or any other transaction under which
      payments are to be made by reference to, this Agreement or any Obligor;
      or

            


    

     

    
      	
              (c)  

            	
              to
      whom, and to the extent that, information is required to be disclosed by
      any applicable law or regulation,

            


    

     

    any
information about any Obligor, the Group and the Finance Documents as that
Lender shall consider appropriate if, in relation to paragraphs (a) and (b)
above, the person to whom the information is to be given has entered into a
Con­fidentiality Undertaking.


    28. CHANGES TO THE
OBLIGORS

     

    No
Obligor may assign any of its rights or transfer any of its rights or
obliga­tions under the Finance Documents.

    


    


    SECTION
10

    THE
FINANCE PARTIES

     

    
      	
              29.
      ROLE OF THE AGENT, THE
      SECURITY AGENT AND THE MAN­DATED LEAD
  ARRANGER

            


    

     

    29.1
Appointment of the Agent and
the Security Agent

     

    
      	
              (a)  

            	
              Each
      other Finance Party appoints the Agent to act as its agent and the
      Security Agent to act as its trustee and administrator under and in
      con­nection with the Finance Documents (provided that, in the
      case of any Transaction Security which is accessory in nature and which is
      granted pursuant to any Security Document which is governed by German law,
      the Security Agent shall act as administrator
  only).

            


    

     

    
      	
              (b)  

            	
              Each
      other Finance Party authorises the Agent and the Security Agent to
      exercise the rights, powers, authorities and discretions specifically
      given to the Agent and the Security Agent under or in connection with the
      Fi­nance Documents together with any other incidental rights, powers,
      au­thorities and discretions. The Agent and the Security Agent shall
      be re­leased from the restrictions set out in section 181 of the
      German Civil Code. The Agent and the Security Agent can grant substitute
      power of attorney and release any sub-agents from the restrictions set out
      in sec­tion 181 of the German Civil Code and revoke such power of
      attorney.

            


    

     

    29.2
Definitions: For the
purposes of Section 10 (The
Finance Parties):

     

    "Agent's and Security Agent's
Liabilities" means all liabilities (including any liability in respect of
tax), to which the Agent, the Security Agent or any person appointed by any of
them under any Finance Document becomes subject by rea­son of it acting as
agent or holding the Transaction Security under the Finance
Document;

     

    "German Security" means any
security assumed and accepted by or through the Security Agent or the Finance
Parties, as the case may be, pursuant to any Secu­rity Document governed by
German law and held or administered by the Secu­rity Agent on behalf of or
in trust for the Finance Parties hereunder and any ad­dition or replacement
or substitution thereof.

     

    29.3
Administering of Transaction
Security:

     

    The
Security Agent shall hold and administer the Transaction Security. Each Lender
hereby authorises the Security Agent to accept as its representative (Stellvertreter) any security
created in favour of such Lender.

     

    29.4
Administration of German
Security

    The
Security Agent shall in relation to the German Security

     

    
      	
              (a)  

            	
              hold
      and administer any German Security which is security assigned (Si­cherungseigentum/Sicherungsabtretung)
      or otherwise transferred under a non-accessory security right (nicht akzessorische
      Sicherheit) to it as trus­tee (Treuhänder) for the
      benefit of the Secured Parties;

            


    

     

    
      	
              (b)  

            	
              administer
      any German Security which is pledged (Verpfändung) or
      oth­erwise transferred to a Secured Party under an accessory security
      right (akzessorische
      Sicherheit) as agent.

            


    

     

    29.5
Acts of Agent and Security
Agent:

     

    In
additional to Clause 29.3 (Administering of Transaction
Security):

     

    
      	
              (a)  

            	
              each
      of the Security Agent and the Agent shall be at liberty to place any
      Finance Document and any other documents delivered to it in connection
      therewith in any safe or receptacle or with any bank, any company whose
      business includes undertaking the safe custody of documents or any firm of
      lawyers of good repute and shall not be responsible for any loss thereby
      incurred;

            


    

     

    
      	
              (b)  

            	
              the
      Security Agent, whenever it thinks fit, may delegate by power of
      at­torney or otherwise to any person or persons all or any of the
      rights, trusts, powers, authorities and discretions vested in it by a
      Finance Document and such delegation may be made upon such terms and
      sub­ject to such conditions and subject to such regulations as the
      Security Agent may think fit;

            


    

     

    
      	
              (c)  

            	
              each
      of the Security Agent and the Agent may refrain from doing or do anything
      which would or might in its opinion be contrary to or necessary to comply
      with any relevant law of any
jurisdiction;

            


    

     

    
      	
              (d)  

            	
              each
      of the Security Agent and the Agent and every attorney, agent or other
      person appointed by it under any Finance Document may indem­nify
      itself or himself out of the Charged Property against all the Agent's and
      Security Agent's Liabilities, subject to the provisions of the Security
      Document; and

            


    

     

    
      	
              (e)  

            	
              the
      Security Agent shall have the rights to, but shall not be under any
      ob­ligation to, insure any of the Charged Property and shall not be
      responsi­ble for any loss which may be suffered by any person as a
      result of the lack of or inadequacy or insufficiency of any such
      insurance.

            


    


    29.6
Parallel
Debt

     

    
      	
               
      

            	
              29.6.1
      Each of the Obligors hereby agrees and covenants with the Security Agent
      by way of an abstract acknowledgement of debt (abstraktes
      Schuldanerkenntnis) that each of them shall pay to the Security
      Agent sums equal to, and in the cur­rency of, any sums owing by it to
      a Secured Party (other than the Security Agent) under any Finance Document
      (the Principal
      Obligations ) as and when the same fall due for payment under the
      relevant Finance Document (the Paral­lel
      Obligations ).

            


    

     

    
      	
               
      

            	
              29.6.2
      The Security Agent shall have its own independent right to demand payment
      of the Parallel Obligations by the Obligors. The rights of the Secured
      Parties to re­ceive payment of the Principal Obligations are several
      from the rights of the Se­curity Agent to receive the Parallel
      Obligations.

            


    

     

    
      	
               
      

            	
              29.6.3
      The payment by an Obligor of its Parallel Obligations to the Security
      Agent in accordance with this Clause 29.6 shall be a good discharge of the
      corresponding Principal Obligations and the payment by an Obligor of its
      corresponding Prin­cipal Obligations in accordance with the provisions
      of the Finance Documents shall be a good discharge of the relevant
      Parallel Obligations.

            


    

     

    
      	
               
      

            	
              29.6.4
      Despite the foregoing, any such payment shall be made to the Agent, unless
      the Agent directs such payment to be made to the Security
      Agent.

            


    

     

    29.7
Duties of the Agent and the
Security Agent

     

    
      	
              (a)  

            	
              The
      Agent and the Security Agent shall promptly forward to a Party the
      original or a copy of any document which is delivered to the Agent or the
      Security Agent for that Party by any other
  Party.

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

            	
              If
      the Agent or the Security Agent receives notice from a Party referring to
      this Agreement, describing a Default and stating that the circumstance
      described is a Default, it shall promptly notify the Finance
      Parties.

            


    

     

    
      	
              (d)  

            	
              If
      the Agent or the Security Agent is aware of the non-payment of any
      principal, interest, commitment fee or other fee payable to a Finance
      Party (other than the Agent, the Mandated Lead Arranger or the Security
      Agent) under this Agreement it shall promptly notify the other Finance
      Parties.

            


    


    


     

    (e)           The
Agent's and the Security Agent's duties under the Finance Docu-

     

    ments are
solely mechanical and administrative in nature.

     

    29.8
Role of the Mandated Lead
Arranger

     

    Except as
specifically provided in the Finance Documents, the Mandated Lead Arranger has
no obligations of any kind to any other Party under or in connec­tion with
any Finance Document.

     

    29.9
No fiduciary
duties

     

    
      	
              (a)  

            	
              Except
      where a Finance Document specifically provides otherwise, noth­ing in
      this Agreement constitutes the Agent, the Security Agent or the Mandated
      Lead Arranger as a trustee or fiduciary of any other
    person.

            


    

     

    
      	
              (b)  

            	
              Neither
      the Agent, the Security Agent nor the Mandated Lead Arranger shall be
      bound to account to any Lender for any sum or the profit ele­ment of
      any sum received by it for its own
account.

            


    

     

    29.10
Business with the
Group

     

    The
Agent, the Security Agent and the Mandated Lead Arranger may accept
de­posits from, lend money to and generally engage in any kind of banking or
other business with any member of the Group.

     

    29.11
Rights and discretions of the
Agent and the Security Agent

     

    (a)The
Agent and the Security Agent may rely on:

     

    
      	
              (i)  

            	
              any
      representation, notice or document believed by it to be genu­ine,
      correct and appropriately authorised;
and

            


    

     

    
      	
              (ii)  

            	
              any
      statement made by a director, authorised signatory or em­ployee of any
      person regarding any matters which may reasona­bly be assumed to be
      within his knowledge or within his power to
  verify.

            


    

     

    (b) The
Agent and the Security Agent may assume (unless it has received

     

    notice to
the contrary in its capacity as agent for the Lenders) that:

     

    
      	
              (i)  

            	
              no
      Default has occurred (unless it has actual knowledge of a De­fault
      arising under Clause 26.1 (Non-payment));

            


    

     

    
      	
              (ii)  

            	
              any
      right, power, authority or discretion vested in any Party or the Majority
      Lenders has not been exercised;
and

            


    


    


     

    
      	
               
      

            	
               (iii)
      any notice or request made by the German Borrower (other than a
      Utilisation Request) is made on behalf of and with the consent and
      knowledge of all the Obligors.

            


    

     

    
      	
              (c)  

            	
              The
      Agent and the Security Agent may engage, pay for and rely on the advice or
      services of any lawyers, accountants, surveyors or other
      ex­perts.

            


    

     

    
      	
              (d)  

            	
              The
      Agent and the Security Agent may act in relation to the Finance Documents
      through its personnel and agents.

            


    

     

    
      	
              (e)  

            	
              The
      Agent may disclose to any other Party any information it reasonably
      believes it has received as agent under this
  Agreement.

            


    

     

    
      	
              (f)  

            	
              The
      Security Agent may, upon a disposal of any property the subject of the
      Security Document by any receiver, or by any of the Obligors or where the
      Security Agent has consented to the disposal, to any third party, release
      such property from the Security
Document.

            


    

     

    
      	
              (g)  

            	
              Notwithstanding
      any other provision of any Finance Document to the contrary, neither the
      Agent nor the Mandated Lead Arranger is obliged to do or omit to do
      anything if it would or might in its reasonable opinion constitute a
      breach of any law or a breach of a fiduciary duty or duty of
      confidentiality.

            


    

     

    29.12
Majority Lenders'
instructions

     

    
      	
              (a)  

            	
              Unless
      a contrary indication appears in a Finance Document, the Agent and the
      Security Agent shall (i) exercise any right, power, authority or
      discretion vested in it as Agent or Security Agent in accordance with any
      instructions given to it by the Majority Lenders (or, if so instructed by
      the Majority Lenders, refrain from exercising any right, power, authority
      or discretion vested in it as Agent or Security Agent) and (ii) not be
      li­able for any act (or omission) if it acts (or refrains from taking
      any ac­tion) in accordance with an instruction of the Majority
      Lenders.

            


    

     

    
      	
              (b)  

            	
              Unless
      a contrary indication appears in a Finance Document, any instruc­tions
      given by the Majority Lenders will be binding on all the Finance
      Parties.

            


    

     

    
      	
              (c)  

            	
              The
      Agent and the Security Agent may refrain from acting in accordance with
      the instructions of the Majority Lenders (or, if appropriate, the Lenders)
      (i) if in the reasonable opinion of the Agent or the Security Agent, as
      the case may be, such instructions are contrary to applicable law or (ii)
      until it has received such security as it may require for
    any

            


    


    


     

    cost,
loss or liability (together with any associated VAT) which it may incur in
complying with the instructions.

     

    
      	
              (d)  

            	
              In
      the absence of instructions from the Majority Lenders, (or, if
      appro­priate, the Lenders) the Agent and the Security Agent may act
      (or refrain from taking action) as it considers to be in the best interest
      of the Lend­ers.

            


    

     

    
      	
              (e)  

            	
              The
      Agent and the Security Agent is not authorised to act on behalf of a
      Lender (without first obtaining that Lender's consent) in any legal or
      ar­bitration proceedings relating to any Finance
    Document.

            


    

     

    29.13
Responsibility for
documentation

     

    None of
the Agent, the Mandated Lead Arranger and the Security Agent:

     

    
      	
              (a)  

            	
              is
      responsible for the adequacy, accuracy and/or completeness of any
      in­formation (whether oral or written) supplied by the Agent, the
      Mandated Lead Arranger, the Security Agent, an Obligor or any other person
      given in or in connection with any Finance Document or the transactions
      con­templated in the Finance Documents;
or

            


    

     

    
      	
              (b)  

            	
              is
      responsible for the legality, validity, effectiveness, adequacy or
      en­forceability of any Finance Document or the Transaction Security or
      any other agreement, arrangement or document entered into, made or
      exe­cuted in anticipation of or in connection with any Finance
      Document or the Transaction
Security.

            


    

     

    29.14
Exclusion of
liability

     

    
      	
              (a)  

            	
              Without
      limiting paragraph (b) below, neither the Agent nor the Security Agent
      will be liable for any action taken by it under or in connection with any
      Finance Document or the Transaction Security, unless directly caused by
      its gross negligence or wilful
misconduct.

            


    

     

    
      	
              (b)  

            	
              No
      Party may take any proceedings against any officer, employee or agent of
      the Agent or the Security Agent in respect of any claim it might have
      against the Agent or the Security Agent in respect of any act or omission
      of any kind by that officer, employee or agent in relation to any Finance
      Document and any officer, employee or agent of the Agent or the Security
      Agent may rely on this Clause.

            


    

     

    
      	
              (c)  

            	
              Neither
      the Agent nor the Security Agent will be liable for any delay (or any
      related consequences) in crediting an account with an amount re­quired
      under the Finance Documents to be paid by the Agent or the Se­curity
      Agent if the Agent or the Security Agent has taken all
      necessary

            


    


    


     

    steps as
soon as reasonably practicable to comply with the regulations or operating
procedures of any recognised clearing or settlement system used by the Agent or
the Security Agent for that purpose.

     

    29.15
Lenders' indemnity to the Agent
and the Security Agent

     

    Each
Lender shall (in proportion to its share of the Total Commitments or, if the
Total Commitments are then zero, to its share of the Total Commitments
imme­diately prior to their reduction to zero) indemnify each of the Agent
and the Se­curity Agent, within three Business Days of demand, against any
cost, loss or li­ability incurred by the Agent or the Security Agent
(otherwise than by reason of the Agent's or the Security Agent's gross
negligence or wilful misconduct) in acting as Agent or as Security Agent under
the Finance Documents (unless the Agent or the Security Agent has been
reimbursed by an Obligor pursuant to a Finance Document).

     

    29.16
Resignation of the Agent and
the Security Agent

     

    
      	
              (a)  

            	
              The
      Agent and the Security Agent may resign and appoint one of its
      Af­filiates acting through an office in one of the Participating
      Member States as successor by giving notice to the other Finance Parties
      and the Borrowers.

            


    

     

    
      	
              (b)  

            	
              Alternatively
      the Agent and the Security Agent may resign by giving no­tice to the
      other Finance Parties and the Borrowers, in which case the Majority
      Lenders (after consultation with the German Borrower) may appoint a
      successor Agent or Security Agent.

            


    

     

    
      	
              (c)  

            	
              If
      the Majority Lenders have not appointed a successor Agent or Security
      Agent in accordance with paragraph (b) above within 30 days after
      no­tice of resignation was given, the Agent or the Security Agent
      (after con­sultation with the German Borrower) may appoint a successor
      Agent or Security Agent (acting through an office in one of the
      Participating Member States).

            


    

     

    
      	
              (d)  

            	
              The
      retiring Agent or Security Agent shall, at its own cost, make
      avail­able to the successor Agent or Security Agent such documents and
      re­cords and provide such assistance as the successor Agent or the
      Security Agent may reasonably request for the purposes of performing its
      func­tions as Agent under the Finance
  Documents.

            


    

     

    
      	
              (e)  

            	
              The
      Agent's or the Security Agent's resignation notice shall only take
      ef­fect upon the appointment of a
successor.

            


    

     

    
      	
              (f)  

            	
              Upon
      the appointment of a successor, the retiring Agent or the Security Agent
      shall be discharged from any further obligation in respect of
      the

            


    


    


     

    Finance
Documents but shall remain entitled to the benefit of this Clause 29. Its
successor and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been
an original Party.

     

    (g) After
consultation with the German Borrower, the Majority Lenders

     

    may, by
notice to the Agent or the Security Agent, require it to resign in accordance
with paragraph (b) above. In this event, the Agent or the Se­curity Agent
shall resign in accordance with paragraph (b) above.

     

    29.17
Confidentiality

     

    
      	
              (a)  

            	
              In
      acting as agent for the Finance Parties or as security agent for the
      Se­cured Parties, as the case may be, the Agent and the Security Agent
      shall be regarded as acting through its agency division which shall be
      treated as a separate entity from any other of its divisions or
      departments.

            


    

     

    
      	
              (b)  

            	
              If
      information is received by another division or department of the Agent or
      the Security Agent, it may be treated as confidential to that division or
      department and neither the Agent nor the Security Agent shall not be
      deemed to have notice of it.

            


    

     

    29.18
Relationship with the
Lenders

     

    
      	
              (a)  

            	
              The
      Agent and the Security Agent may treat each Lender as a Lender, entitled
      to payments under this Agreement and acting through its Facility Office
      unless it has received not less than five Business Days prior notice from
      that Lender to the contrary in accordance with the terms of this
      Agreement.

            


    

     

    
      	
              (b)  

            	
              Each
      Lender shall supply the Agent with any information required by the Agent
      in order to calculate the Mandatory Cost in accordance with Schedule 4
      (Mandatory Cost
      formulae).

            


    

     

    
      	
              (c)  

            	
              Each
      Secured Party shall supply the Agent with any information that the
      Security Agent may reasonably specify (through the Agent) as being
      necessary or desirable to enable the Security Agent to perform its
      func­tions as security agent. Each Lender shall deal with the Security
      Agent exclusively through the Agent and shall not deal directly with the
      Secu­rity Agent

            


    

     

    29.19
Credit appraisal by the Secured
Parties

    Without
affecting the responsibility of any Obligor for information supplied
by

     

    it or on
its behalf in connection with any Finance Document, each Secured
Party

     

    confirms
to the Agent, the Mandated Lead Arranger and the Security Agent
that

     

     

    it has
been, and will continue to be, solely responsible for making its own
inde­pendent appraisal and investigation of all risks arising under or in
connection with any Finance Document including but not limited to:

     

    
      	
              (a)  

            	
              the
      financial condition, status and nature of each member of the
      Group;

            


    

     

    
      	
              (b)  

            	
              the
      legality, validity, effectiveness, adequacy or enforceability of any
      Fi­nance Document and the Transaction Security and any other
      agreement, arrangement or document entered into, made or executed in
      anticipation of, under or in connection with any Finance Document or the
      Transaction Security;

            


    

     

    
      	
              (c)  

            	
              whether
      that Secured Party has recourse, and the nature and extent of that
      recourse, against any Party or any of its respective assets under or in
      connection with any Finance Document, the Transaction Security, the
      transactions contemplated by the Finance Documents or any other agreement,
      arrangement or document entered into, made or executed in anticipation of,
      under or in connection with any Finance
  Document;

            


    

     

    
      	
              (d)  

            	
              the
      adequacy, accuracy and/or completeness of any information provided by the
      Agent, the Security Agent, any Party or by any other person under or in
      connection with any Finance Document, the transactions contem­plated
      by the Finance Documents or any other agreement, arrangement or document
      entered into, made or executed in anticipation of, under or in connection
      with any Finance Document; and

            


    

     

    
      	
              (e)  

            	
              the
      right or title of any person in or to, or the value or sufficiency of any
      part of the Charged Property, the priority of any of the Transaction
      Secu­rity or the existence of any Security affecting the Charged
      Property.

            


    

     

    29.20
Application of
proceeds

     

    To the
extent that the Agent or the Security Agent receives monies pursuant to or as a
result of any breach of any Finance Document to be applied in discharg­ing
any obligation (whether actual or contingent, present or future) of any
Obli­gor under any Finance Document, such monies shall be applied in the
order set out in Clause 33.5 (Partial
Payments).

     

    29.21
Release of Transaction
Security

     

    If the
Security Agent, with the approval of the Majority Lenders, shall determine that
all obligations the discharge of which is secured by the Security Documents have
been full and finally discharged and none of the Lenders is under any
commitment, obligation or liability (whether actual or contingent) to make
ad­vances or provide other financial accommodation to the Borrowers under
this Agreement the Security Agent shall release all of the security then held by
it, whereupon each of the Security Agent, the Agent, the Mandated Lead
Arranger,


    


     

    the
Lenders and the Obligors shall be released from its obligations hereunder or
under the other Finance Documents (save for those which arose prior to such
winding-up) shall be released from its obligations under the Finance
Documents.

     

    29.22
Reference
Banks

     

    If a
Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it
is an Affiliate) ceases to be a Lender, the Agent shall (with the approval of
the German Borrower which approval shall not be unreasonably withheld or
delayed) appoint another Lender or an Affiliate of a Lender to replace that
Ref­erence Bank.

     

    29.23
Deduction from amounts payable
by the Agent

     

    If any
Party owes an amount to the Agent under the Finance Documents the Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to
make under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed. For the purposes of the Finance Documents that
Party shall be regarded as having received any amount so
de­ducted.

     

    30. CONDUCT OF BUSINESS BY THE FINANCE
PARTIES

     

    Subject
to the provisions of Clause 19 (Mitigation by the Lenders) no
provision 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 or the extent, order and
      manner of any claim; or

            


    

     

    
      	
              (c)  

            	
              oblige
      any Finance Party to disclose any information relating to its af­fairs
      (tax or otherwise) or any computations in respect of
  Tax.

            


    

     

    31. SHARING AMONG THE FINANCE
PARTIES

     

    31.1
Payments to Finance
Parties

     

    If a
Finance Party (a "Recovering
Finance Party") receives or recovers any amount from an Obligor other
than in accordance with Clause 33 (Payment me­chanics) or
Clause 29.20 (Application
ofproceeds) and applies that amount to a payment due under the Finance
Documents then:

     

    (a)the
Recovering Finance Party shall, within three Business Days, notify

     

    details
of the receipt or recovery, to the Agent;


    


     

    
      	
              (b)  

            	
              the
      Agent shall determine whether the receipt or recovery is in excess of the
      amount the Recovering Finance Party would have been paid had the receipt
      or recovery been received or made by the Agent and distributed in
      accordance with Clause 33 (Payment mechanics),
      without taking ac­count of any Tax which would be imposed on the Agent
      in relation to the receipt, recovery or distribution;
  and

            


    

     

    
      	
              (c)  

            	
              the
      Recovering Finance Party shall, within three Business Days of de­mand
      by the Agent, pay to the Agent an amount (the "Sharing Pay­ment")
      equal to such receipt or recovery less any amount which the Agent
      determines may be retained by the Recovering Finance Party as its share of
      any payment to be made, in accordance with Clause 33.5 (Par­tial
      payments).

            


    

     

    31.2
Redistribution of
payments

     

    The Agent
shall treat the Sharing Payment as if it had been paid by the relevant Obligor
and distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with Clause 33.5 (Partial
payments).

     

    31.3
Recovering Finance Party's
rights

     

    The
Recovering Finance Party will be assigned the claims (or the part thereof) to
which the Sharing Payment is allocated (and the relevant Obligor shall be liable
to the Recovering Finance Party in an amount equal to the Sharing
Payment).

     

    31.4
Reversal of
redistribution

     

    If any
part of the Sharing Payment received or recovered by a Recovering Fi­nance
Party becomes repayable and is repaid by that Recovering Finance Party,
then:

     

    
      	
              (a)  

            	
              each
      Finance Party which has received a share of the relevant Sharing Payment
      pursuant to Clause 31.2 (Redistribution of
      payments) shall, upon request of the Agent, pay to the Agent for
      account of that Recover­ing Finance Party an amount equal to the
      appropriate part of its share of the Sharing Payment (together with an
      amount as is necessary to reim­burse that Recovering Finance Party for
      its proportion of any interest on the Sharing Payment which that
      Recovering Finance Party is required to pay);
  and

            


    

     

    
      	
              (b)  

            	
              such
      Recovering Finance Party's rights to an assignment in respect of any
      reimbursement shall be cancelled and the relevant Obligor will be liable
      to the reimbursing party for the amount so reimbursed and such
      Recover­ing Finance Party shall re-assign to the relevant Finance
      Party any amount assigned to it by such Finance Party pursuant to Clause
      31.3 (Re­covering
      Finance Party's rights).

            


    


    31.5
Exceptions

     

    
      	
              (a)  

            	
              This
      Clause 31 (Sharing among
      the Finance Parties) shall not apply to the extent that the
      Recovering Finance Party would not, after making any payment pursuant to
      this Clause, have a valid and enforceable claim against the relevant
      Obligor.

            


    

     

    
      	
              (b)  

            	
              A
      Recovering Finance Party is not obliged to share with any other
      Fi­nance Party any amount which the Recovering Finance Party has
      re­ceived or recovered as a result of taking legal or arbitration
      proceedings, if:

            


    

     

    
      	
              (i)  

            	
              it
      notified that other Finance Party of the legal or arbitration
      pro­ceedings; and

            


    

     

    
      	
              (ii)  

            	
              that
      other Finance Party had an opportunity to participate in those legal or
      arbitration proceedings but did not do so as soon as rea­sonably
      practicable having received notice and did not take sepa­rate legal or
      arbitration proceedings.

            


    

     

    32. THE LENDERS AND THE FRONTING
BANK

     

    32.1
Lenders'
Indemnity

     

    If any
Borrower fails to comply with its obligations under Clause 9.2 (Borrow­ers' Indemnity to
Fronting Banks) the Agent shall make demand on each Lender for its share
of that L/C Amount and, subject to Clause 32.2 (Direct Participa­tion),
each Lender shall indemnify the Fronting Bank for that Lender's L/C
Pro­portion of the L/C Amount.

     

    32.2
Direct
Participation

     

    If any
Lender is not permitted (by its constitutional documents or any applicable law)
to comply with Clause 32.1 (Lenders' Indemnity) then that
Lender will not be obliged to comply with Clause 32.1 (Lenders'Indemnity) and shall
instead be deemed to have taken, on the date the Letter of Credit is issued (or
if later, on the date that L/C Proportion is transferred or assigned to such
Lender in accor­dance with the terms of this Agreement), an undivided
interest and participation in that Letter of Credit in an amount equal to that
Lender's L/C Proportion of that Letter of Credit. On receipt of demand by the
Agent in accordance with Clause 32.1 (Lenders' Indemnity), each
such Lender shall pay to the Agent (for the account of the Fronting Bank) its
L/C Proportion of any L/C Amount.

     

    32.3
Obligations not
Discharged

    Neither
the obligations of each Lender in this Clause 32 (The Lenders and
the

    Fronting Bank) nor the
rights, powers and remedies conferred upon the Fronting


    


     

    Bank by
this Agreement or by law shall be discharged, impaired or otherwise
af­fected by:

     

    
      	
              (a)  

            	
              the
      winding-up, dissolution, administration or re-organisation of the Fronting
      Bank, the Borrower or any other person or any change in its status,
      function, control or ownership;

            


    

     

    
      	
              (b)  

            	
              any
      of the obligations of the Fronting Bank, the Borrower or any other person
      under this Agreement, under a Letter of Credit or under any other security
      taken in respect of its obligations under this Agreement or under a Letter
      of Credit being or becoming illegal, invalid, unenforceable or
      in­effective in any respect;

            


    

     

    
      	
              (c)  

            	
              time
      or other indulgence being granted or agreed to be granted to the Fronting
      Bank, the Borrower or any other person in respect of its obliga­tions
      under this Agreement, under a Letter of Credit or under any other
      security;

            


    

     

    
      	
              (d)  

            	
              any
      amendment to, or any variation, waiver or release of, any obligation of
      the Fronting Bank, the Borrower or any other person under this Agreement,
      under a Letter of Credit or under any other security;
  and

            


    

     

    
      	
              (e)  

            	
              any
      other act, event or omission which, but for this Clause 32.3 (Obliga­tions and
      Discharged), might operate to discharge, impair or otherwise affect
      any of the obligations of each Lender in this Agreement contained or any
      of the rights, powers or remedies conferred upon any Fronting Bank by this
      Agreement or by law.

            


    

     

    The
obligations of each Lender in this Agreement contained shall be in addition to
and independent of every other security which the Fronting Bank may at any time
hold in respect of any Letter of Credit.

     

    32.4
Settlement
Conditional

     

    Any
settlement or discharge between a Lender and the Fronting Bank shall be
conditional upon no security or payment to the Fronting Bank by a Lender or any
other person on behalf of a Lender being avoided or reduced by virtue of any
laws relating to bankruptcy, insolvency, liquidation or similar laws of
gen­eral application and, if any such security or payment is so avoided or
reduced, the Fronting Bank shall be entitled to recover the value or amount of
such secu­rity or payment from such Lender subsequently as if such
settlement or dis­charge had not occurred.


    


     

    32.5
Exercise of
Rights

     

    The
Fronting Bank shall not be obliged before exercising any of the rights,
pow­ers or remedies conferred upon them in respect of any Lender by this
Agreement or by law:

     

    
      	
              (a)  

            	
              to
      take any action or obtain judgment in any court against the
      Borrower;

            


    

     

    
      	
              (b)  

            	
              to
      make or file any claim or proof in a winding-up or dissolution of the
      Borrower; or

            


    

     

    
      	
              (c)  

            	
              to
      enforce or seek to enforce any other security taken in respect of any of
      the obligations of the Borrower under this
  Agreement.

            


    

    


    SECTION
11

    ADMINISTRATION

     

    33. PAYMENT MECHANICS


     

    33.1
Payments to the
Agent

     

    
      	
              (a)  

            	
              On
      each date on which an Obligor or a Lender is required to make a payment
      under a Finance Document, that Obligor or Lender shall make the same
      available to the Agent (unless a contrary indication appears in a Finance
      Document) for value on the due date at the time and in such funds
      specified by the Agent as being customary at the time for settle­ment
      of transactions in the relevant currency in the place of
      payment.

            


    

     

    
      	
              (b)  

            	
              Payment
      shall be made to such account in the principal financial centre of the
      country of that currency (or, in relation to euro, in a principal
      fi­nancial centre in a Participating Member State or London) with such
      bank as the Agent specifies.

            


    

     

    33.2
Distributions by the
Agent

     

    Each
payment received by the Agent under the Finance Documents for another Party
shall, subject to Clause 33.3 (Distributions to an Obligor)
and Clause 33.4 (Clawback) and Clause 29.23
(Deduction from amounts
payable by the Agent) be made available by the Agent as soon as
practicable after receipt to the Party entitled to receive payment in accordance
with this Agreement (in the case of a Lender, for the account of its Facility
Office), to such account as that Party may notify to the Agent by not less than
five Business Days' notice with a bank in the principal financial centre of the
country of that currency (or, in relation to euro, in the principal financial
centre of a Participating Member State or London).

     

    33.3
Distributions to an
Obligor

     

    The Agent
may (with the consent of the Obligor or in accordance with Clause 34 (Set-off)) apply any amount
received by it for that Obligor in or towards pay­ment (on the date and in
the currency and funds of receipt) of any amount due from that Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.

     

    33.4
Clawback

     

    (a)Where
a sum is to be paid to the Agent under the Finance Documents for

    another
Party, the Agent is not obliged to pay that sum to that other Party (or to enter
into or perform any related exchange contract) until it has been able to
establish to its satisfaction that it has actually received that
sum.

     

    (b)If the
Agent pays an amount to another Party and it proves to be the case

     

    that the
Agent had not actually received that amount, then the Party to whom that amount
(or the proceeds of any related exchange contract) was paid by the Agent shall
on demand refund the same to the Agent to­gether with interest on that
amount from the date of payment to the date of receipt by the Agent, calculated
by the Agent to reflect its cost of funds.

     

    33.5
Partial
payments

     

    (a) If
the Agent receives a payment that is insufficient to discharge all
the

     

    amounts
then due and payable by an Obligor under the Finance Docu­ments, the Agent
shall apply that payment towards the obligations of that Obligor under the
Finance Documents in the following order:

     

    
      	
              (i)  

            	
              first, in or towards
      payment pro rata
      of any unpaid fees, costs and expenses of the Agent and the
      Security Agent under the Fi­nance
Documents;

            


    

     

    
      	
              (ii)  

            	
              secondly, in or towards
      payment of any demand made by the Fronting Bank in respect of a payment
      made or to be made by it under a Letter of
  Credit;

            


    

     

    
      	
              (iii)  

            	
              thirdly, in or towards
      payment pro rata
      of any accrued interest, commission or Fronting Bank Fee due but
      unpaid under this Agreement;

            


    

     

    
      	
              (iv)  

            	
              fourthly, in or towards
      payment pro rata
      of any Outstandings due but unpaid under this Agreement;
      and

            


    

     

    
      	
              (v)  

            	
              fifthly, in or towards
      payment pro rata
      of any other sum due but unpaid under the Finance
      Documents.

            


    

     

    (b) The
Agent shall, if so directed by the Majority Lenders, vary the order

     

    set out
in paragraphs (a)(ii) to (v) above.

     

    (c)Paragraphs
(a) and (b) above will override any appropriation made by an

     

    Obligor.

     

    33.6
No set-off by
Obligors

     

    All
payments to be made by an Obligor under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.

    


    33.7
Business
Days

     

    
      	
              (a)  

            	
              Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day in the same calendar month (if there is
      one) or the preceding Business Day (if there is
  not).

            


    

     

    
      	
              (b)  

            	
              During
      any extension of the due date for payment of any principal or Unpaid Sum
      under this Agreement interest is payable on the principal or Unpaid Sum at
      the rate payable on the original due
date.

            


    

     

    33.8
Currency of
account

     

    
      	
              (a)  

            	
              Subject
      to paragraphs (b) to (f) below, the Base Currency is the currency of
      account and payment for any sum due from an Obligor under any Fi­nance
      Document.

            


    

     

    
      	
              (b)  

            	
              A
      repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall
      be made in the currency in which that Loan or Unpaid Sum is denominated on
      its due date.

            


    

     

    
      	
              (c)  

            	
              Each
      payment in respect of a Letter of Credit (including any Cash
      Col­lateral in respect of a Letter of Credit) shall be made in the
      Base Cur­rency.

            


    

     

    
      	
              (d)  

            	
              Each
      payment of interest shall be made in the currency in which the sum in
      respect of which the interest is payable was denominated when that
      in­terest accrued.

            


    

     

    
      	
              (e)  

            	
              Each
      payment in respect of costs, expenses or Taxes shall be made in the
      currency in which the costs, expenses or Taxes are
    incurred.

            


    

     

    
      	
              (f)  

            	
              Any
      amount expressed to be payable in a currency other than the Base Currency
      shall be paid in that other
currency.

            


    

     

    33.9
Change of
currency

     

    (a)            Unless
otherwise prohibited by law, if more than one currency or cur-

     

    rency
unit are at the same time recognised by the central bank of any country as the
lawful currency of that country, then:

     

    (i) any
reference in the Finance Documents to, and any obligations

     

    arising
under the Finance Documents in, the currency of that country shall be translated
into, or paid in, the currency or cur­rency unit of that country designated
by the Agent (after consulta­tion with the German Borrower);
and

     

    (ii) any
translation from one currency or currency unit to another

     

    shall be
at the official rate of exchange recognised by the central bank for the
conversion of that currency or currency unit into the other, rounded up or down
by the Agent (acting reasonably).

     

    (b)If a
change in any currency of a country occurs, this Agreement will, to

     

    the
extent the Agent (acting reasonably and after consultation with the German
Borrower) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Interbank Market and
otherwise to reflect the change in currency.

     

    34. SET-OFF

     

    A Finance
Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor, re­gardless
of the place of payment, booking branch or currency of either obliga­tion.
If the obligations are in different currencies, the Finance Party may convert
either obligation at a market rate of exchange in its usual course of business
for the purpose of the set-off.

     

    35. NOTICES

     

    35.1
Communications in
writing

     

    
      	
              (a)  

            	
              Any
      communication to be made under or in connection with the Finance Documents
      shall be made in writing and, unless otherwise stated, may be made by fax,
      letter or telex.

            


    

     

    
      	
              (b)  

            	
              Any
      document to be delivered pursuant to Clause 4.1 (Initial conditions
      precedent) shall be delivered in original form or a certified copy,
      certi­fied as a true and up-to-date copy by an authorised
      signatory.

            


    

     

    
      	
              (c)  

            	
              Any
      Utilisation Request shall be confirmed by letter, although failure to do
      so shall not invalidate the original
request.

            


    

     

    35.2
Addresses

     

    The
address, fax number and telex number (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with
the Finance Documents is:

     

    
      	
              (a)  

            	
              in
      the case of each Obligor, that identified with its name
    below;

            


    

     

    
      	
              (b)  

            	
              in
      the case of each Lender and the Fronting Bank, that notified in writing to
      the Agent on or prior to the date on which it becomes a Party;
      and

            


    

     

    (c) in
the case of the Agent and the Security Agent, that identified with
its

     

    name
below,

     

    or any
substitute address, fax number, telex number or department or officer as the
Party may notify to the Agent (or the Agent may notify to the other Parties, if
a change is made by the Agent) by not less than five Business Days'
notice.

     

    35.3
Delivery

     

    (a) Any
communication or document made or delivered by one person to

     

    another
under or in connection with the Finance Documents will only be
effective:

     

    
      	
              (i)  

            	
              if
      by way of fax, when received in legible form;
or

            


    

     

    
      	
              (ii)  

            	
              if
      by way of letter, when it has been left at the relevant address or five
      Business Days after being deposited in the post postage pre­paid in an
      envelope addressed to it at that address;
or

            


    

     

    
      	
              (iii)  

            	
              if
      by way of telex, when despatched, but only if, at the time of
      transmission, the correct answerback appears at the start and at the end
      of the sender's copy of the notice;

            


    

     

    and, if a
particular department or officer is specified as part of its address details
provided under Clause 35.2 (Addresses), if addressed to
that de­partment or officer.

     

    (b)Any
communication or document to be made or delivered to the Agent or

     

    the
Security Agent will be effective only when actually received by the Agent or the
Security Agent and then only if it is expressly marked for the attention of the
department or officer identified with the Agent's or the Security Agent's
signature below (or any substitute department or of­ficer as the Agent shall
specify in writing for this purpose).

     

    (c)All
notices from or to an Obligor shall be sent through the Agent.

     

    (d)            Any
communication or document made or delivered to the German Bor-

     

    rower in
accordance with this Clause will be deemed to have been made or delivered to
each of the Obligors.

     

    (e) All
notices to a Lender or the Fronting Bank from the Security Agent

     

    shall be
sent through the Agent.

     

    35.4
Notification of address, fax
number and telex number

     

    Promptly
upon receipt of notification of an address, fax number and telex
num-

     

    ber or
change of address, fax number or telex number pursuant to Clause 35.2 (Addresses) or changing its
own address, fax number or telex number, the Agent shall notify the other
Parties.

     

    35.5
Electronic
communication

     

    (a)Any
communication to be made between the Agent or the Security Agent

     

    and a
Lender under or in connection with the Finance Documents may be made by
electronic mail or other electronic means, if the Agent, the Se­curity
Agent, the Fronting Bank and the relevant Lender:

     

    
      	
              (i)  

            	
              agree
      that, unless and until notified to the contrary, this is to be an accepted
      form of communication;

            


    

     

    
      	
              (ii)  

            	
              notify
      each other in writing of their electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means; and

            


    

     

    
      	
              (iii)  

            	
              notify
      each other of any change to their address or any other such information
      supplied by them.

            


    

     

    (b)Any
electronic communication made between the Agent or the Security

     

    Agent and
a Lender and/or the Fronting Bank will be effective only when actually received
in readable form and in the case of any electronic communication made by a
Lender or the Fronting Bank to the Agent or the Security Agent only if it is
addressed in such a manner as the Agent or the Security Agent shall specify for
this purpose.

     

    35.6
English
language

     

    
      	
              (a)  

            	
              Any
      notice given under or in connection with any Finance Document must be in
      English.

            


    

     

    
      	
              (b)  

            	
              All
      other documents provided under or in connection with any Finance Document
      must be:

            


    

     

    
      	
              (i)  

            	
              in
      English; or

            


    

     

    
      	
              (ii)  

            	
              if
      not in English, and if so required by the Agent, accompanied by a
      certified English translation and, in this case, the English translation
      will prevail unless the document is a constitutional, statutory or other
      official document.

            


    

    


    


    36. CALCULATIONS
AND CERTIFICATES

     

    36.1
Accounts

     

    In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.

     

    36.2
Certificates and
Determinations

     

    Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document shall contain reasonable details of the relevant
calcula­tion and is, in the absence of manifest error, prima facie evidence
of the matters to which it relates.

     

    36.3
Day count
convention

     

    Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Relevant
Interbank Market differs, in accordance with that market practice.

     

    37. PARTIAL
INVALIDITY

     

    If, at
any time, any provision of the Finance Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legal­ity, validity or enforceability of such provision under the law of any
other juris­diction will in any way be affected or impaired.

     

    38. REMEDIES
AND WAIVERS

     

    No
failure to exercise, nor any delay in exercising, on the part of any Secured
Party or the Mandated Lead Arranger, any right or remedy under the Finance
Documents shall operate as a waiver, nor shall any single or partial exercise of
any right or remedy prevent any further or other exercise or the exercise of any
other right or remedy. The rights and remedies provided in this Agreement are
cumulative and not exclusive of any rights or remedies provided by
law.

     

    39. AMENDMENTS AND WAIVERS


     

    39.1  Required consents

     

    (a)            Subject
to Clause 39.2 (Exceptions) and Clause 29.21
(Release of
Trans-

    action Security) any term of
the Finance Documents may be amended or waived only with the consent of the
Majority Lenders and the Obligors and any such amendment or waiver will be
binding on all Parties.


    


     

    (b)The
Agent, or in respect of the Security Documents the Security Agent

     

    may
effect, on behalf of any Finance Party, any amendment or waiver permitted by
this Clause.

     

    39.2
Exceptions

     

    (a)An
amendment or waiver that has the effect of changing or which
relates

     

    to:

     

    
      	
              (i)  

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

            


    

     

    (ii) the
definition of "Availability Period";

     

    
      	
              (iii)  

            	
              an
      extension to the date of payment of any amount of principal, interest,
      fees or commission under the Finance
Documents;

            


    

     

    
      	
              (iv)  

            	
              a
      reduction in the Margin, the L/C Commission Rate or a reduc­tion in
      the amount of any payment of principal, interest, fees or commission
      payable;

            


    

     

    
      	
              (v)  

            	
              an
      increase in or an extension of any
Commitment;

            


    

     

    
      	
              (vi)  

            	
              a
      change to the Borrowers or
Guarantors;

            


    

     

    
      	
              (vii)  

            	
              any
      provision which expressly requires the consent of all the
      Lenders;

            


    

     

    
      	
              (viii)  

            	
              Clause
      2.2 (Finance Parties'
      rights and obligations), Clause 21 (Guarantee and
      indemnity), Clause 27 (Changes to the Lenders)
      or this Clause 39 (Amendments And
      Waivers);

            


    

     

    
      	
              (ix)  

            	
              the
      nature or scope of the Charged Property or the manner in which the
      proceeds of enforcement of the Transaction Security are
      distributed,

            


    

     

    shall not
be made without the prior consent of all the Lenders.

     

    (b)An
amendment or waiver which relates to the rights or obligations of
the

     

    Agent,
the Security Agent, the Mandated Lead Arranger or the Fronting Bank may not be
effected without the consent of the Agent, the Security Agent, the Mandated Lead
Arranger or the Fronting Bank.


    SECTION
12

    GOVERNING
LAW AND ENFORCEMENT

     

    40. GOVERNING
LAW

     

    This
Agreement is governed by the laws of the Federal Republic of
Germany.

     

    41. ENFORCEMENT

     

    41.1
Jurisdiction of German
courts

     

    
      	
              (a)  

            	
              The
      courts of Frankfurt am Main have exclusive jurisdiction to settle any
      dispute arising out of or in connection with this Agreement (including a
      dispute regarding the existence, validity or termination of this
      Agree­ment) (a "Dispute").

            


    

     

    
      	
              (b)  

            	
              The
      Parties agree that the courts of Frankfurt am Main are the most
      ap­propriate and convenient courts to settle Disputes and accordingly
      no Party will argue to the
contrary.

            


    

     

    
      	
              (c)  

            	
              This
      Clause 41.1 is for the benefit of the Finance Parties only. As a
      re­sult, no Finance Party shall be prevented from taking proceedings
      relat­ing to a Dispute in any other courts with jurisdiction. To the
      extent al­lowed by law, the Finance Parties may take concurrent
      proceedings in any number of
jurisdictions.

            


    

     

    41.2
Service of
process

     

    Without
prejudice to any other mode of service allowed under any relevant law, each
Obligor:

     

    
      	
              (a)  

            	
              irrevocably
      appoints the German Borrower as its agent for service of process in
      relation to any proceedings before the German courts in con­nection
      with any Finance Document; and

            


    

     

    
      	
              (b)  

            	
              agrees
      that failure by a process agent to notify the relevant Obligor of the
      process will not invalidate the proceedings
  concerned.

            


    

     

    This
Agreement has been entered into on the date stated at the beginning of this
Agreement.

     

    
 

    


     

    EXECUTION
PAGE

     

    The
Borrowers

     

    KRONOS
TITAN GMBH & CO. OHG

     

    By: Dr.
Ulrich Fiand        Volker
Roth

     

    Address: Peschstraße
5

     

    51373
Leverkusen

     

    Germany

     

    Tel: +49
214 3562201

     

    Fax: +4921442162

     

    E-mail: volker.roth@nli-usa.com

     

    Attention
of: Volker Roth - Financial Controller

     

    KRONOS EUROPE S.A./N.V.


     

    By: Erik
van der Auwera

     

    Address: Langerbruggekaai
10

     

    B 9000
Gent

     

    Belgium

     

    Tel: +32
925 40341

     

    Fax: +32
925 36553

     

    E-mail: Erik.VanderAuwera@nli-usa.com

     

    Attention
of: Erik Van Der Auwera

     

    KRONOS TITAN AS 

     

    By: Terje
Karlsen

     

    Address: Titangaten
1

     

    Fredrikstad
Ostfold

     

    Norway

     

    Tel: +47
69 30 9020

     

    Fax: +47
69 30 9001

     

    E-mail: Terje.Karlsen@nli-usa.com,
Terje.Haglund@nli-usa.com

     

    Attention
of: Terje Haglund - Financial Controller / Terje Karlsen - Manager

     

    TITANIA
AS

     

    By: Terje
Karlsen

     

    Address: Titangaten
1

     

    Fredrikstad
Ostfold

     

    Norway

     

    Tel: +47
69 30 9020

     

    Fax: +47
69 30 9001

     

    E-mail: Terje.Karlsen@nli-usa.com,
Terje.Haglund@nli-usa.com

     

    Attention
of: Terje Haglund - Financial Controller / Terje Karlsen - Manager

     

    The
Guarantors

     

    KRONOS TITAN GMBH & CO. OHG


     

    By: Dr.
Ulrich
Fiand                              Volker
Roth

     

    Address: Peschstraße
5

     

    51373
Leverkusen

     

    Germany

     

    Tel: +49
214 3562201

     

    Fax: +4921442162

     

    E-mail: volker.roth@nli-usa.com

     

    Attention
of: Volker Roth - Financial Controller


    


     

    KRONOS EUROPE S.A./N.V.


     

    By: Erik
van der Auwera

     

    Address: Langerbruggekaai
10

     

    B 9000
Gent

     

    Belgium

     

    Tel: +32
925 40341

     

    Fax: +32
925 36553

     

    E-mail: Erik.VanderAuwera@nli-usa.com

     

    Attention
of: Erik Van Der Auwera

     

    KRONOS NORGE AS 

     

    By: Terje
Karlsen

     

    Address: Titangaten
1

     

    Fredrikstad
Ostfold

     

    Norway

     

    Tel: +47
69 30 9020

     

    Fax: +47
69 30 9001

     

    E-mail: Terje.Karlsen@nli-usa.com,
Terje.Haglund@nli-usa.com

     

    Attention
of: Terje Haglund - Financial Controller / Terje Karlsen - Manager

     

    Kronos
Denmark

     

    KRONOS DENMARK APS


     

    By:
Volker Roth

     

    Address: Hanne
Vielsens Vej 10

     

    2840
Holte

     

    Denmark


    


     

    Tel: +49
69 214 356 2201

     

    Fax: +4921442
162

     

    E-mail: volker.roth@nli-usa.com

     

    Attention
of: Volker Roth

     

    The
Mandated Lead Arranger

     

    DEUTSCHE
BANK AG

     

    By:
Olivier Cébelieu        Mark van den
Arend

     

    Address: Taunusanlage
12

     

    60325
Frankfurt

     

    Tel: +49
69 910 32426/32423

     

    Fax: +49
69 910 3 8793/32427

     

    E-mail: mark-van-den.arend@db.com;
ralph-dieter.vogel@db.com

     

    Attention
of: Mark van den Arend; Ralph-Dieter Vogel

     

    The
Agent

     

    DEUTSCHE BANK LUXEMBOURG S.A.


     

    By:
Christoph Koch

     

    Address: 2,
Boulevard Konrad Adenauer

     

    L-1115
Luxembourg

     

    Tel: +352
421 22331/329

     

    Fax: +352
421 22287

     

    E-mail: christoph.koch@db.com;
inge.palzer@db.com

     

    Attention
of: Christoph Koch; Inge Palzer

    


     

    The
Security Agent

     

    DEUTSCHE
BANK LUXEMBOURG S.A.

     

    By:
Christoph Koch

     

    Address: 2,
Boulevard Konrad Adenauer

     

    L-1115
Luxembourg

     

    Tel: +352
421 22 33 1/329

     

    Fax: +352
421 22 287

     

    E-mail: christoph.koch@db.com;
inge.palzer@db.com

     

    Attention
of: Christoph Koch/Inge Palzer

     

    The
Lenders

     

    DEUTSCHE BANK LUXEMBOURG S.A.


     

    By:
Christoph Koch

     

    Address: 2,
Boulevard Konrad Adenauer

     

    L-1115
Luxembourg

     

    Tel: +352
421 22 33 1/329

     

    Fax: +352
421 22 287

     

    E-mail: christoph.koch@db.com;
inge.palzer@db.com

     

    Attention
of: Christoph Koch/Inge Palzer

     

    COMMERZBANK AKTIENGESELLSCHAFT,
FILIALE KÖLN 

     

    By:
Christoph Koch

     

    Address: Unter
Sachsenhausen 21-27

     

    D-50667
Köln

     

    Tel: +49
221 143 2441/2444

     

    Fax: +49
221 1432196

     

    E-mail:peter.manger@commerzbank.com;
stefan.leusser@commerzbank.com

     

    Attention
of: Peter Manger/Stefan Leusser, Abteilung für Firmenkunden (AFK)

     

    DEN NORSKE BANK ASA, FILIALE
DEUTSCHLAND 

     

    By:
Christoph Koch

     

    Address: Bleichenbrücke
11

     

    D-20354
Hamburg

     

    Tel: +4940
35 75 2044

     

    Fax: +4940
35 75 2021

     

    E-mail: holger.graflich@dnb.no

     

    Attention
of: Holger Gräflich

     

    DEXIA BANK BELGIUM NV/SA


     

    By:
Christoph Koch

     

    Address: Pachécolaan
44

     

    B-1000
Brussels

     

    Tel: +322204
3883

     

    Fax: +322
2044354

     

    E-mail: peter.rabaey@dexia.be

     

    Attention
of: Peter Rabaey

     

    KBC BANK NV 

     

    By:
Christoph Koch

     

    Address: Havenlaan
2

     

    B-1080
Brussels

     

    Tel: +3292104463

     

    Fax: +3292104441

     

    E-mail: etienne.burm@kbc.be

     

    Attention
of: KBC Corporate Branch Gent; Etienne Burm

     

    


     

    DRESDNER BANK AG IN KÖLN


     

    By:
Christoph Koch

     

    Address: Unter
Sachsenhausen 5-17

     

    D-50450
Köln

     

    Tel: +49
221 1462677

     

    Fax: +49
221 1463022

     

    E-mail: Rainer.Weiss@Dresdner-Bank.com

     

    Attention
of: Unternehmenskunden Köln Ost, Mr Weiss

     

    THE
FRONTING BANK KBC BANK NV

     

    By:
Christoph Koch

     

    Address: Havenlaan
2

     

    B-1080
Brussels

     

    Tel: +3292104463

     

    Fax: +3292104441

     

    E-mail: etienne.burm@kbc.be

     

    Attention
of: KBC Corporate Branch Gent; Etienne Burm


    


    SIGNATURES

    


    The
Borrowers

    


    


    Kronos
Titan GmbH

    


    By: /s/
Ulrich Kabelac

          /s/
Ulfert Fiand

    


    


    Kronos
Europe S.A./N.V.

    


    By: /s/
Dirk Verbouw

    


    


    Kronos
Titan AS

    


    By: /s/
Terje Karlsen

    


    


    Titania
AS

    


    By: /s/
Terje Karlsen

    


    


    Kronos
Norge AS

    


    By: /s/
Terje Karlsen

    


    


    Kronos
Denmark ApS

    


    By: /s/
Ulrich Kabelac

    


    


    The
Guarantors

    


    Kronos
Titan GmbH

    


    By: /s/
Ulrich Kabelac

    


          /s/
Ulfert Fiand


    Kronos
Europe S.A./N.V.

    


    By: /s/
Dirk Verbouw

    


    


    Kronos
Norge AS

    


    By: /s/
Terje Karlsen

    


    


    Kronos
Denmark ApS

    


    By: /s/
Ulrich Kabelac

    


    


    The Mandated Lead
Arranger

    


    Deutsche
Bank AG

    


    By: /s/
Authorized Representative

    


    


    The Agent and Security
Agent

    


    Deutsche
Bank Luxembourg S.A.

    


    By: /s/
Authorized Representative

    


    


    The
Lenders

    


    Deutsche
Bank Luxembourg S.A.

    


    By: /s/
Authorized Representative

    


    


    DnBNOR
Bank ASA

    /s/ Authorized
Representative


    


    KBC Bank
N.V.

    


    By: /s/
Authorized Representative