Exhibit 4.21

AGREEMENT

DATED 4TH AUGUST, 2004

REVOLVING CREDIT FACILITY

For

SYNGENTA AG

arranged by

CITIGROUP GLOBAL MARKETS LIMITED, HSBC BANK plc, BANK OF AMERICA, N.A., 
BBVA IRELAND P.L.C., BNP PARIBAS (SUISSE) SA, CREDIT SUISSE FIRST BOSTON, 
LLOYDS TSB BANK PLC., MIZUHO CORPORATE BANK, LTD., and 
THE ROYAL BANK OF SCOTLAND PLC

as Mandated Lead Arrangers, together with


DEUTSCHE BANK LUXEMBOURG S.A., MORGAN STANLEY BANK INTERNATIONAL
LIMITED, STANDARD CHARTERED BANK, UBS LIMITED and WESTPAC BANKINGCORPORATION

as Co-Arrangers

and with

HSBC BANK plc

as Agent

HSBC BANK USA, National Associationas U.S. Swingline Agent

and

HSBC BANK plcas euro Swingline Agent

U.S.$1,500,000,000

ALLEN & OVERYALLEN & OVERY LLPLONDON

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|CONTENTS
|--------
|Clause  
|        
|1.      
|2.      
|3.      
|4.      
|5.      
|6.      
|7.      
|8.      
|9.      
|10.     
|11.     
|12.     
|13.     
|14.     
|15.     
|16.     
|17.     
|18.     
|19.     
|20.     
|21.     
|22.     
|23.     
|24.     
|25.     
|26.     
|27.     
|28.     
|29.     
|30.     
|31.     
|32.     
|33.     
|34.     
|35.     

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|Schedule    |                                   |                                                     | Page
|----------- | --------------------------------- | --------------------------------------------------- | ----
|1           | Original Parties                  | 72                                                 
|            | Part 1                            | Borrowers                                           | 72  
|            | Part 2                            | Guarantors                                          | 73  
|            | Part 3                            | Banks and Commitments                               | 74  
|            | Part 4                            | U.S. Swingline Banks and U.S. Swingline Commitments | 75  
|            | Part 5                            | Euro Swingline Banks and Euro Swingline Commitments | 76  
|2           | Conditions Precedent Documents    | 77                                                 
|            | Part 1                            | To be Delivered before the First Advance            | 77  
|            | Part 2                            | To be Delivered by an Additional Borrower           | 79  
|            | Part 3                            | To be Delivered by an Additional Guarantor          | 80  
|3           | Calculation of the Mandatory Cost | 82                                                 
|4           | Form of Request                   | 85                                                 
|5           | Forms of Accession Documents      | 86                                                 
|            | Part 1                            | Novation Certificate                                | 86  
|            | Part 2                            | Borrower Accession Agreement                        | 88  
|            | Part 3                            | Guarantor Accession Agreement                       | 89  
|            |                                   |                                                     |     
|Signatories | 90                               

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THIS AGREEMENTis dated 4th August, 2004

BETWEEN:

|(1)                     | SYNGENTA AG(theParent);                                                                                                                                                                                                                                                                                     
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       
|(2)                     | THE SUBSIDIARIES OF THE PARENTlisted in Part 1 of Schedule 1 as borrowers (the Original Borrowers);                                                                                                                                                                                                         
|                       
|(3)                     | THE SUBSIDIARIES OF THE PARENTlisted in Part 2 of Schedule 1 as guarantors (the Original Guarantors);                                                                                                                                                                                                       
|                       
|(4)                     | CITIGROUP GLOBAL MARKETS LIMITED, HSBC BANK plc, BANK OF AMERICA, N.A., BBVA IRELAND P.L.C., BNP PARIBAS (SUISSE) SA, CREDITSUISSE FIRST BOSTON, LLOYDS TSB BANK PLC., MIZUHO CORPORATE BANK, LTD.andTHE ROYAL BANK OF SCOTLAND PLCas mandated lead arrangers (in this capacity theMandated Lead Arrangers);
|                       
|(5)                     | DEUTSCHE BANK LUXEMBOURG S.A., MORGAN STANLEY BANK INTERNATIONAL LIMITED, STANDARD CHARTERED BANK, UBS LIMITEDandWESTPAC BANKING CORPORATIONas co-arrangers (in this capacity theCo- Arrangers);                                                                                                            
|                       
|(6)                     | THE FINANCIAL INSTITUTIONSlisted in Part 3 of Schedule 1 as banks;                                                                                                                                                                                                                                          
|                       
|(7)                     | HSBC BANK plcas agent (in this capacity theAgent);                                                                                                                                                                                                                                                          
|                       
|(8)                     | HSBC BANK USA, National Associationas U.S. swingline agent (in this capacity theU.S. Swingline Agent);
and                                                                                                                                                                                                  
|                       
|(9)                     | HSBC BANK plcas euro swingline agent (in this capacity theeuro Swingline Agent).                                                                                                                                                                                                                            
|                       
|IT IS AGREEDas follows:
|                       

|1.  | INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 | Definitions                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | In this Agreement:                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | Acquisitionmeans the acquisition directly or indirectly (whether by one transaction or by a series of related transactions) of any interest whatsoever in the share capital (or
equivalent) or the business or undertaking (including, but not limited to, any franchise rights) or assets constituting a separate business, line of business or undertaking of any company or other person.
|   
|    | Additional Borrowermeans:                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                         
|   

2

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| | in each case which becomes a Borrower in accordance with Clause 26.4 Borrowers).                                                                                                                                                                 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                  
| | Additional Guarantormeans a member of the Group which becomes a Guarantor in accordance with Clause 26.5 (Additional Guarantors).                                                                                                                
| |                                                                                                                                                                                                                                                  
| | Advancemeans a Revolving Advance or a Swingline Advance.                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                  
| | Affiliatefor the purposes of this Agreement means a Subsidiary or a holding company (as defined in Section 736 of the Companies Act 1985) of a person and any other Subsidiary of that holding company.                                          
| |                                                                                                                                                                                                                                                  
| | Agents Spot Rate of Exchangemeans the spot rate of exchange as determined by the Agent for the purchase of the relevant Optional Currency in the London foreign exchange market with U.S. Dollars at the relevant time on a particular day.     
| |                                                                                                                                                                                                                                                  
| | Agreed Percentagemeans in relation to a Bank and a Swingline Advance, the amount of its Commitment expressed as a percentage of the Total Commitments.                                                                                           
| |                                                                                                                                                                                                                                                  
| | Anniversarymeans an anniversary of the Signing Date.                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                  
| | Anti-Terrorism Lawmeans each of:                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                  
| | (a)                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                  
| | (b)                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                  
| | (c)                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                  
| | (d)                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                  
| | Availability Periodmeans the period from the Signing Date up to and including the Final Maturity Date.                                                                                                                                           
| |                                                                                                                                                                                                                                                  
| | Banksmeans those financial institutions listed in Part 3 of Schedule 1, including the U.S. Swingline Banks and the euro Swingline Banks and their respective successors and assigns which are for the time being participating in the Facilities.
| |                                                                                                                                                                                                                                                  
| | Borrowermeans the Parent, each Original Borrower and each Additional Borrower.                                                                                                                                                                   
| |                                                                                                                                                                                                                                                  
| | Borrower Accession Agreementmeans a letter substantially in the form of Part 2 of Schedule 5 with such amendments as the Agent may approve or reasonably require.                                                                                
| |                                                                                                                                                                                                                                                  
| | Borrowers' Agentmeans the Parent or a wholly owned subsidiary of the Parent as notified by the Parent in writing to the Agent from time to time.                                                                                                 
| |                                                                                                                                                                                                                                                  
| | Borrowingsmeans (without double counting) any indebtedness in respect of the following:                                                                                                                                                          
| |                                                                                                                                                                                                                                                  
| | (a)                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                  
| | (b)                                                                                                                                                                                                                                              

3

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| | (c)                                                                                                                                                          | acceptance credit facilities and, for the purposes of Clause 18.5 (Cross default) only, documentary credit facilities;                                                                                                                                                        
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (d)                                                                                                                                                          | receivables sold or discounted (otherwise than on a non-recourse basis);                                                                                                                                                                                                      
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (e)                                                                                                                                                          | finance leases and hire purchase contracts which are required to be capitalised under international accounting standards;                                                                                                                                                     
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (f)                                                                                                                                                          | any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or raising of money but excluding transactions entered into in the ordinary course of business where the
duration of such borrowing is less than 90 days;
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (g)                                                                                                                                                          | for the purposes of Clause 18.5 (Cross default) only, the net amount of any liability under any swap, hedging or similar treasury instrument; and                                                                                                                             
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (h)                                                                                                                                                          | guarantees in respect of indebtedness of any person falling within any of paragraphs (a) to (g) (both inclusive) above,                                                                                                                                                       
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | provided that:                                                                                                                                              
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| |                                                                                                                                                              | (i)                                                                                                                                                                                                                                                                           
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| |                                                                                                                                                              | (ii)                                                                                                                                                                                                                                                                          
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| |                                                                                                                                                              | (iii)                                                                                                                                                                                                                                                                         
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | shall not be taken into account as Borrowings.                                                                                                              
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | Business Daymeans a day (other than a Saturday or Sunday) on which banks and the interbank and foreign exchange markets are open for business in London and:
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (a)                                                                                                                                                          | if on that day a payment in or a purchase of a currency (other than euros) is to be made, the principal financial centre of the country of that currency; or                                                                                                                  
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (b)                                                                                                                                                          | if on that day a payment in or a purchase of euros is to be made, which is also a TARGET Day.                                                                                                                                                                                 
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | Codemeans the United States Internal Revenue Code of 1986, as amended and any rule or regulation issued thereunder from time to time in effect.             
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | Combined Swingline Sub-Limitmeans, subject to paragraph (e) of Clause 7.6 (Miscellaneous provisions), U.S.$500,000,000.                                     
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | Commitmentmeans:                                                                                                                                            
| |                                                                                                                                                              |                                                                                                                                                                                                                                                                               
| | (a)                                                                                                                                                          | in respect of a Bank which is a Bank on the date of this Agreement, the amount in U.S. Dollars set opposite the name of that Bank in Part 3 of Schedule 1 (including its Swingline Commitment, if applicable); and                                                            
| |                                                                                                                                                             
| | (b)                                                                                                                                                          | in respect of a Bank which becomes a Bank after the date of this Agreement, the amount of any other Banks Commitment (including any Swingline Commitment) acquired by it under Clause 26 (Changes to the Parties),                                                           

4

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> in each case to the extent not cancelled or reduced under this Agreement.
>   Controlled Groupmeans all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any
>     Obligor, are treated as a single employer under Section 414 (b) or (c) of the Code.
>   Dangerous Substancemeans any radioactive emissions and any natural or artificial substance (in whatever form) the generation, transportation, storage, treatment, use or disposal of
>     which (whether alone or in combination with any other substance) gives rise to a risk of causing harm to man or any other living organism or damaging the Environment or public health or welfare, including (without limitation) any controlled,
>     special, hazardous, toxic, radioactive or dangerous waste.
>   Defaultmeans an Event of Default or an event which, with the giving of notice, determination of materiality or expiry of any grace period (or any combination of the foregoing) in
>     each case specified in Clause 18 (Default), would constitute an Event of Default.
>   Environmentmeans the environment as defined in Section 1(2) of the Environmental Protection Act 1990.
>   Environmental Claimmeans any claim by any person:

| | (a) | in respect of any loss or liability suffered or incurred by that person as a result of or in connection with any violation of Environmental Law; or                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | that arises as a result of or in connection with Environmental Contamination and that could give rise to any remedy or penalty (whether interim or final) that may be enforced or assessed by private or public legal action or
administrative order or proceedings.
|

> Environmental Contaminationmeans each of the following and their consequences:

| | (a) | any release, discharge, emission, leakage or spillage of any Dangerous Substance at or from any site owned, occupied or used by any member of the Group into any part of the Environment; or         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | any accident, fire, explosion or sudden event at any site owned, occupied or used by any member of the Group which is directly or indirectly caused by or attributable to any Dangerous Substance; or
|
| | (c) | any other pollution of the Environment.                                                                                                                                                              
|

> Environmental Lawmeans all laws, regulations, codes of practice, circulars, guidance notices and the like having legal effect (whether in the United Kingdom or elsewhere) concerning
>     the protection of human health, the Environment, the conditions of the work place or the generation, transportation, storage, treatment or disposal of Dangerous Substances.
>   Environmental Licencemeans any permit, licence, authorisation, consent or other approval required by any Environmental Law.
>   ERISAmeans the U.S. Employee Retirement Income Security Act of 1974, as amended, and any rule or regulation issued thereunder from time to time in effect.

5


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| | EURIBORmeans in relation to any Advance or unpaid sum denominated in euros:                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                        
| |                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                        
| |                                                                                                                                                                                                            
| | as of 11.00 a.m. (Brussels time) or, for a euro Swingline Advance, 11.00 a.m. (London time), in each case on the Rate Fixing Day for the offering of deposits in euro for a period comparable to that Term.
| |                                                                                                                                                                                                            
| | eurooreurosmeans the single currency of the Participating Member States.                                                                                                                                   
| |                                                                                                                                                                                                            
| | euro Swingline Advancemeans an advance made or to be made by a euroSwingline Bank under the euroSwingline Facility.                                                                                        
| |                                                                                                                                                                                                            
| | euro Swingline Bankmeans, subject to Clause 26.2 (Transfers by Banks), a Bank listed in Part 5 of Schedule 1.                                                                                              
| |                                                                                                                                                                                                            
| | euro Swingline Commitmentmeans:                                                                                                                                                                            
| |                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                        
| |                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                        
| |                                                                                                                                                                                                            
| | in each case to the extent not transferred, cancelled or reduced under this Agreement.                                                                                                                     
| |                                                                                                                                                                                                            
| | euro Swingline Facilitymeans the committed euro swingline facility, forming part of the Revolving Credit Facility, referred to in Clause 2.1(c) (Facilities).                                              
| |                                                                                                                                                                                                            
| | euro Swingline Total Commitmentsmeans the aggregate for the time being of the euro Swingline Commitments of all the euro Swingline Banks, being U.S.$500,000,000 at the date of this Agreement.            
| |                                                                                                                                                                                                            
| | Event of Defaultmeans an event specified as such in Clause 18 (Default).                                                                                                                                   
| |                                                                                                                                                                                                            
| | Executive Ordermeans Executive Order No. 13224 of September 23, 2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism.                   
| |                                                                                                                                                                                                            
| | Existing Facilitymeans the U.S.$4,500,000,000 revolving credit facility dated 7th September, 2000 (as amended) between (among others) the Parent and the Agent.                                            
| |                                                                                                                                                                                                            
| | Excluded Vendor Financingmeans any liability under any Vendor Financing to the extent treated as off balance sheet of the Group by the relevant auditors.                                                  
| |                                                                                                                                                                                                            
| | Facilitymeans any of the facilities to draw Revolving Advances, U.S. Swingline Advances or euro Swingline Advances referred to in subclauses 2.1(a), 2.1(b) and 2.1(c) (Facilities) respectively.          

6

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| | Facility Officemeans the office(s) notified by a Bank to the Agent:                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | as the office(s) through which it will perform all or any of its obligations under this Agreement.                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                             
| | Federal Funds Ratemeans, on any day, the rate per annum determined by the U.S. Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) at or about 1.00 p.m. (New York City time) on that day.                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                             
| | Fee Lettersmeans each letter dated on or about the Signing Date:                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | in each case setting out the amount of various fees referred to in Clause 20 (Fees).                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                             
| | Final Maturity Datemeans, subject to Clause 2.7 (Extension Option), the fifth Anniversary.                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                             
| | Finance Documentmeans this Agreement, each Fee Letter, a Novation Certificate, a Borrower Accession Agreement, a Guarantor Accession Agreement or any other document designated as such by the Agent and the Borrowers' Agent.                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                             
| | Finance Partymeans a Mandated Lead Arranger, a Co-Arranger, a Bank, the Agent, the U.S. Swingline Agent or the euro Swingline Agent.                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                             
| | Groupmeans the Parent and its Subsidiaries.                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                             
| | Guarantormeans each of:                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | (c)                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | Guarantor Accession Agreementmeans a deed substantially in the form of Part 3 of Schedule 5 with such amendments as the Agent may approve or reasonably require.                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                             
| | Intellectual Property Rightsmeans all know-how, patents, trade marks, designs and design right, trading names, copyrights (including any copyright in computer software), database rights and other intellectual property rights anywhere in the world (in each case whether registered or not and including all applications for the same).
| |                                                                                                                                                                                                                                                                                                                                             
| | LIBORmeans for the Term of any Advance or overdue amount:                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                         

7

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| | (b)                       | if no Screen Rate is available for the relevant currency or Term of that Advance or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Agent at its request, quoted
by the Reference Banks to leading banks in the London interbank market,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Advance or overdue amount for a period comparable to that Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | Luxembourg Borrowermeans a Borrower which is incorporated in, or has its place of effective management in, Luxembourg.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | Majority Banksmeans, at any time, Banks the sum of the aggregate Original Dollar Amount of whose Advances and undrawn Commitments at that time aggregate more than 66 2/3 per cent. of the sum of the aggregate Original Dollar Amount of all Advances then outstanding and the then undrawn Total Commitments (or if the Total Commitments have been reduced to zero and there are no Advances then outstanding, whose Commitments aggregated more than 66 2/3 per cent. of the Total Commitments immediately before the reduction).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | Mandatory Costmeans in relation to an Advance (other than a U.S. Swingline Advance), the cost of compliance with certain regulatory requirements, expressed as a percentage rate per annum and calculated by the Agent in accordance with Schedule 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | Marginmeans the percentage rate per annum determined to be the Margin in accordance with Clause 8.5(a) (Margin and commitment fee), as adjusted from time to time in accordance with Clauses 8.5(a) or 8.5(b) (Margin and commitment fee).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Material Subsidiarymeans:
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (a)                       | any Obligor (other than the Parent); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)                       | any other Subsidiary of the Parent:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                           | in the case of (i) and (ii) above, as shown (in the case of any Subsidiary) in the accounts used for preparing the Group consolidation in the most recent annual or semi-annual consolidated financial statements of the Group delivered under Clause 16.2(a) or (b) (Financial Information) and (in the case of the Group) in the most recent annual or semi-annual consolidated financial statements of the Group delivered under Clause 16.2(a) or (b) (Financial Information) after, for this purpose, deducting from each set of figures amounts attributable to minorities. If a Subsidiary which is not a Material Subsidiary on the basis of the most recent such accounts receives a transfer of assets or the right to receive any turnover which, taken together with the existing assets or turnover of that Subsidiary, would satisfy any of the tests in (i) or (ii) above, then that Subsidiary shall also be a Material Subsidiary on and from the date it receives such transfer. If a
Material Subs

idiary disposes of any assets or the right to receive any turnover such that it would on the basis of the most recent such accounts cease to be a Material Subsidiary, then it shall be excluded as a Material Subsidiary on and from the date the Parent next notifies the Agent of the identity of the Material Subsidiaries under paragraph (d)(ii) of Clause 16.2 (Financial Information).

8



---

> Maturity Datemeans the last day of the Term of an Advance.
>   Multiemployer Planmeans a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which any Obligor or any member of the Controlled Group has an obligation to contribute.
>   New York Business Daymeans a day (other than a Saturday or Sunday) on which banks are open for business in New York.
>   Novation Certificatehas the meaning given to it in Clause 26.3(a)(i) (Procedure for novations).
>   Obligormeans each Borrower and each Guarantor.
>   Optional Currencymeans, in relation to any Advance or proposed Advance, Sterling, euros, Swiss Francs and (subject to such Advances not, at any time, exceeding in aggregate an
>     Original Dollar Amount of US$200,000,000) Japanese Yen and any other currency other than U.S. Dollars which is readily available and freely transferable in the London foreign exchange market in sufficient amounts to fund that Advance.

| | Original Dollar
    Amount means:
| | ---------------------------------
| |                                  
| | (a)                              
|
| | (b)                              
|
| | (c)                              

> Original Group Accountsmeans the audited consolidated financial statements of the Group provided to the Mandated Lead Arrangers on or before the Signing Date for the financial year
>     ended 31stDecember, 2003.
>   Original Obligorsmeans the Parent, the Original Borrowers and the Original Guarantors.
>   Participating Member Statemeans a member state of the European Communities that adopts the euro as its lawful currency under the legislation of the European Union for European
>     Monetary Union.
>   Party means a party to this Agreement.
>   PBGC means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor thereto.

9


> Permitted Security Interestmeans:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | a Security Interest over assets acquired after the Signing Date or assets of a company which becomes a Subsidiary after the Signing Date provided that:                                                                                                                                                                                                                                                                                        
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (b) | a Security Interest created in the ordinary course of business by a member of the Group by means of a retention of title provision contained in a contract for the supply of goods to that member of the Group;                                                                                                                                                                                                                                
|
| | (c) | liens and other Security Interests created or arising in the ordinary course of business (other than in respect of Borrowings) consistent with past practice of the Group;                                                                                                                                                                                                                                                                     
|
| | (d) | any Security Interest arising in the ordinary course of cash management activities by virtue of any right on the part of any bank to apply any part of any credit balance(s) representing any moneys standing to the credit of
any bank account of any member of the Group in the books of such bank in discharge or satisfaction of any part of any debit balance(s) of any bank account of any member of the Group in the books of such bank;
|
| | (e) | any Security Interest created over shares in a single purpose company or over the assets of such a company securing Project Finance Borrowings of that company incurred to finance the project undertaken by that
company;                                                                                                                                                                                                                     
|
| | (f) | any other Security Interest to which the Agent, acting on the instructions of the Majority Banks, has given its prior written consent; and                                                                                                                                                                                                                                                                                                     
|
| | (g) | any Security Interest securing indebtedness the amount of which (when aggregated with the amount of any other indebtedness which has the benefit of a Security Interest not allowed under the preceding paragraphs) does not
exceed U.S.$500,000,000 or its equivalent at any time.                                                                                                                                                            

> Planmeans an "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions
>     are or, within the preceding five years, have been made or required to be made, by an Obligor or any member of the Controlled Group or with respect to which an Obligor or any member of the Controlled Group may have any liability, and which is
>     subject to coverage under ERISA.
>   Prime Ratemeans the prime commercial lending rate for U.S. Dollars from time to time announced by the U.S. Swingline Agent. Each change in the interest rate on a U.S. Swingline
>   Advance which results from a change in the Prime Rate becomes effective on the day on which the change in the Prime Rate becomes effective.

10


> Project Finance Borrowingmeans any Borrowing to finance a project:

| | (a) | which is made by a single purpose company (whether or not a member of the Group) whose principal assets and business are constituted by that project and whose liabilities in respect of the Borrowing concerned are not
directly or indirectly the subject of a guarantee, indemnity or any other form of assurance, undertaking or support from any member of the Group except security over the shares in that company or as expressly referred to in paragraph (b)(iii) below;
or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | in respect of which the person or persons making such Borrowing available to the relevant borrower (whether or not a member of the Group) have no recourse whatsoever to any member of the Group for the repayment of or
payment of any sum relating to such Borrowing other than:                                                                                                                                                                                                   
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (c) | which the Majority Banks shall have agreed in writing to treat as a Project Finance Borrowing for the purposes of the Finance Documents.                                                                                                                                                                                                                                                                                                                                             

> QualifyingSwitzerland Lendermeans a financial institution which qualifies as a bank pursuant to the laws of
>     the office in which it books the Advances and which carries on a genuine banking activity in the office in which it books Advances in accordance with the explanatory notes of the Swiss Federal Tax Administration No. S-02.128 (1.2000), S-02.122.1
>     (4.1999) and S-02.123 (9.1986) as amended from time to time.
>   Rate Fixing Daymeans:

| | (a) | the Utilisation Date for a Revolving Advance denominated in Sterling or any Swingline Advance; or
| | --- | -------------------------------------------------------------------------------------------------
|

11


---

| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the second TARGET Day before the Utilisation Date for a Revolving Advance denominated in euros; and                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the second Business Day before the Utilisation Date for a Revolving Advance denominated in any other currency.                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Reference Banksmeans,
        subject to Clause 26.6 (Reference Banks), the principal London offices
        of HSBC Bank plc, Citibank, N.A., Bank of America, N.A. and The Royal
        Bank of Scotland plc.
    Regulations T, U and Xmeans,
        respectively, regulations T, U and X of the Board of Governors of the
        Federal Reserve System of the United States (or any successor).
    Reportable Eventmeans
        a reportable event as defined in Section 4043 of ERISA and the regulations
        issued under such section with respect to a Plan, excluding, however,
        such events as to which the PBGC by regulation waived the requirement
        of Section 4043(a) of ERISA that it be notified within 30 days of the
        occurrence of such event, provided, however, that a failure to meet the
        minimum funding standard of Section 412 of the Code and of Section 302
        of ERISA shall be a Reportable Event regardless of the issuance of any
        such waiver of the notice requirement in accordance with either Section
        4043(a) of ERISA or Section 412(d) of the Code.
    Requestmeans
        a request made by a Borrower to utilise a Facility, substantially in
        the form of Schedule 4.
    Requested Amountmeans
        the amount requested in a Request.
    Restricted Partymeans
    any person listed:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                        
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in the Annex to the Executive Order;                                                                                                                                   
|
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury; or
|
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in any successor list to either of the foregoing.                                                                                                                      
|
| | Revolving Advancemeans
        any Advance made under the Facilities (other than a Swingline Advance).
    Rollover Advancemeans
    one or more Revolving Advances:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                        
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to be made on the same day that a maturing Revolving Advance is due to be repaid;                                                                                      
|
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the aggregate amount of which is equal to or less than the maturing Revolving Advance;                                                                                 
|
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in the same currency as the maturing Revolving Advance; and                                                                                                            
|
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to be made for the purpose of refinancing a maturing Revolving Advance.                                                                                                
|
| | Screen Ratemeans:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | for
    LIBOR, the British Bankers Association Interest Settlement Rate; and                                                                                           

12

---

| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | for EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union,
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------
|
| | for the relevant currency and Term
        displayed on the appropriate page of the Reuters screen selected by the
        Agent. If the relevant page is replaced or the service ceases to be available,
        the Agent (after consultation with the Parent and the Banks) may specify
        another page or service displaying the appropriate rate.
    Security Interestmeans
        any mortgage, charge, pledge, lien or other security interest securing
        any obligation of any person.
    Signing Datemeans
        the date of this Agreement.
    Single Employer Planmeans
        a Plan which is maintained by any Obligor or any member of the Controlled
        Group for employees of the Parent or any member of the Controlled Group.
    Subsidiarymeans:

|    |                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | a subsidiary within the meaning of Section
            736 of the Companies Act 1985, as amended by Section 144 of the Companies
            Act 1989; and                                                            
|   
|(b) | unless the context otherwise requires,
            a subsidiary undertaking within the meaning of Section 258 of the
            Companies Act 1985 (as inserted by Section 21 of the Companies Act
            1989).

| | Swingline Advancemeans
        an advance made or to be made by a U.S. Swingline Bank or a euro Swingline
        Bank under a Swingline Facility.
    Swingline Agentmeans
        the U.S. Swingline Agent or the euro Swingline Agent or both of them.
    Swingline Bankmeans
        a U.S. Swingline Bank or a euro Swingline Bank.
    Swingline Commitmentmeans
        a U.S. Swingline Commitment or a euro Swingline Commitment.
    Swingline Facilitymeans
        the U.S. Swingline Facility or the euro Swingline Facility or both of
        them.
    Swiss Borrowermeans
        a Borrower who qualifies as Swiss resident(Inländer)according
        to Article 9 of Swiss Federal Statute on Anticipatory Tax of 13 October
        1965 (as amended from time to time).
    TARGET Daymeans
        a day on which the Trans-European Automated Real-Time Gross Settlement
        Express Transfer payment system is open for the settlement of payments
        in euros.
    Termmeans
        the period selected by a Borrower in a Request for which the relevant
        Advance is to be outstanding.
    Total Commitmentsmeans
        the aggregate of the Commitments (including the Swingline Commitments)
        from time to time, being US$1,500,000,000 at the Signing Date.
    UKorUnited
          Kingdommeans the United Kingdom
    of Great Britain and Northern Ireland.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13


---

| | UK Resident Borrowermeans
          a Borrower resident in the UK for the purposes of UK taxation.
      United Statesmeans
          the United States of America.
      U.S. Borrowermeans
          a Borrower incorporated or organised under the laws of the United States
          or any State of the United States (including the District of Columbia).
      U.S. Guarantormeans
          a Guarantor incorporated or organised under the laws of the United
          States or any State of the United States (including the District of
          Columbia).
      U.S. Obligormeans
          a U.S. Guarantor or a U.S. Borrower.
      U.S. Swingline Advancemeans
          an advance made or to be made by a U.S. Swingline Bank under the U.S.
          Swingline Facility.
      U.S. Swingline Bankmeans,
          subject to Clause 26.2 (Transfers by Banks), a Bank listed in Part
          4 of Schedule 1.
    U.S. Swingline Commitmentmeans:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | in each case to the extent not
          transferred, cancelled or reduced under this Agreement.
      U.S. Swingline Facilitymeans
          the committed U.S. Dollar swingline facility, forming part of the Revolving
          Credit Facility, referred to in Clause 2.1(b) (Facilities).
      U.S. Swingline Ratemeans,
    on any day, the higher of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | on that day.
    U.S. Swingline Total Commitmentsmeans
        the aggregate for the time being of the U.S. Swingline Commitments of
        all the U.S. Swingline Banks, being U.S.$500,000,000 at the Signing Date.
    Utilisation Datemeans
        the date for the making of an Advance.
    VATmeans
        value added tax as provided for in the Value Added Tax Act 1994 and any
        other tax of a similar nature.
    Vendor Financingmeans
        any programme or arrangement established or maintained by the Group for
        the purpose of raising finance by way of sale, granting security or other
    dealing with agrichemical revenues of the Group.                                                                                                                                                                                                                                                                                          

14

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|1.2 | Construction
|--- | ------------
|    |             
|    | (a)         
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|    |             
|   
|    |             
|   
|    |             
|   

15

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|    |                                                            | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                          | a Finance Document or another document is a reference to that Finance Document or that other document as amended, novated or supplemented; and
|--- | ---------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                            | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                         | unless otherwise specified, a time of day is a reference to London time.                                                                      
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                        | Unless the contrary intention 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.                                                                                                                                                                                       
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (c)                                                        | The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.                                                                                                                                                                                                                                                                                                 
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (d)                                                        | Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and, notwithstanding any term of any Finance Document, no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of that Finance Document.
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (e)                                                        | A Default iscontinuingif it has not been remedied or waived.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.  | THE FACILITIES                                            
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|2.1 | Facilities                                                
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    | The Banks grant to the Borrowers the following facilities:
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    | (a)                                                        | a committed multicurrency revolving credit facility, to be designated as theRevolving Credit Facility, under which the Banks will, when requested by a Borrower, make cash advances in U.S. Dollars or Optional Currencies to that Borrower on a revolving basis during the Availability Period;                                                                                                                             
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    | (b)                                                        | a committed U.S. Dollar swingline advance facility (which is a sub-division of the Revolving Credit Facility) under which the U.S. Swingline Banks will, when requested by a Borrower, make to that Borrower U.S. Swingline
Advances during the Availability Period; and                                                                                                                                                     
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    | (c)                                                        | a committed euro swingline advance facility (which is a sub-division of the Revolving Credit Facility) under which the euro Swingline Banks will, when requested by a Borrower, make to that Borrower euro Swingline Advances
during the Availability Period,                                                                                                                                                                
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    |                                                            | in all cases subject to the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|2.2 | Overall facility limits                                   
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    | (a)                                                        | The Swingline Facilities are not independent of the Revolving Credit Facility. The aggregate Original Dollar Amount of all outstanding Advances under the Revolving Credit Facility (including Swingline Advances) shall not at any time exceed the Total Commitments.                                                                                                                                                       
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    | (b)                                                        | The aggregate Original Dollar Amount of all outstanding Advances:                                                                                                                                                                                                                                                                                                                                                            
|    |                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                               
|    |                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                                                                           | under the Revolving Credit Facility, shall not at any time exceed the Total Commitments at that time;                                         

16

---

|    |                                                                                                                                                                                                                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                               | under the U.S. Swingline Facility, shall not at any time exceed the U.S. Swingline Total Commitments at that time;                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                      | (iii)                                                                                                                                                                                                                                                                                                                              | under the euro Swingline Facility, shall not at any time exceed the euro Swingline Total Commitments at that time; and                                                                                                                
|   
|    |                                                                                                                                                                                                                                                                                      | (iv)                                                                                                                                                                                                                                                                                                                               | under the U.S. Swingline Facility and the euro Swingline Facility, shall not at any time exceed the Combined Swingline Sub-Limit at that time.                                                                                        
|   
|    | (c)                                                                                                                                                                                                                                                                                  | The aggregate Original Dollar Amount of:                                                                                                                                                                                                                                                                                          
|   
|    |                                                                                                                                                                                                                                                                                      | (i)                                                                                                                                                                                                                                                                                                                                | Revolving Advances made by a Bank and, if applicable, that Banks U.S. Swingline Affiliates (if any) and euro Swingline Affiliates (if any), outstanding Swingline Advances, shall not at any time exceed its Commitment at
that time;
|   
|    |                                                                                                                                                                                                                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                               | U.S. Swingline Advances made by a U.S. Swingline Bank shall not at any time exceed its U.S. Swingline Commitment at that time; and                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                      | (iii)                                                                                                                                                                                                                                                                                                                              | euro Swingline Advances made by a euro Swingline Bank shall not at any time exceed its euro Swingline Commitment at that time.                                                                                                        
|   
|    | (d)                                                                                                                                                                                                                                                                                  | For the purposes of this Agreement:                                                                                                                                                                                                                                                                                               
|   
|    |                                                                                                                                                                                                                                                                                      | (i)                                                                                                                                                                                                                                                                                                                                | a euro Swingline Bank is aeuro Swingline Affiliateof a Bank if:                                                                                                                                                                       
|   
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    | (A)                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    | (B)                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                               | a U.S. Swingline Bank is aU.S. Swingline Affiliateof a Bank if:                                                                                                                                                                       
|   
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    | (A)                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    | (B)                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|2.3 | Number of Requests and Advances                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|    | No more than one Request (other than Requests for Swingline Advances only) may be delivered on any one day but that Request may specify any number and type of Advances from the Revolving Credit Facility, the U.S. Swingline Facility, the euro Swingline Facility or all of them.
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|2.4 | Nature of a Finance Partys rights and obligations                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                  | The obligations of a Finance Party under the Finance Documents are several. Failure of a Finance Party to carry out those obligations does not relieve any other Party of its obligations 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 a Finance Party under the Finance Documents are divided rights. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights.                                                                                                                                          

17

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|2.5 | Borrowers Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Each Obligor irrevocably authorises and instructs the Borrowers' Agent to give and receive as agent on its behalf all notices (including Requests) and sign all documents in connection with the Finance Documents on its
behalf and take such other action as may be necessary or desirable under or in connection with the Finance Documents and confirms that it will be bound by any action taken by the Borrowers' Agent under or in connection with the Finance
Documents.
|   
|2.6 | Actions of Borrowers' Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:                                                                                                                                                                                                                                                                                                                                                             
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|2.7 | Extension Option                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.8 | Joint Commitment                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Parties acknowledge that Morgan Stanley Bank International Limited shall perform all its obligations in respect of Advances made or to be made to any U.S. Borrower through Morgan Stanley Bank.                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.  | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

18

---

|    | (b)                                                                                                                                                                                                                                                                                               | Without affecting the obligations of any Borrower in any way, no Finance Party is bound to monitor or verify the application of the proceeds of any Advance.                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                  
|4.  | CONDITIONS PRECEDENT                                                                                                                                                                                                                                                                             
|   
|4.1 | Documentary conditions precedent                                                                                                                                                                                                                                                                 
|   
|    | The obligations of each Finance Party to any Borrower under this Agreement are subject to the condition precedent that the Agent has notified the Parent and the Banks that it has received all of the documents set out in
Part 1 of Schedule 2 in form and substance satisfactory to the Agent.
|   
|4.2 | Further conditions precedent                                                                                                                                                                                                                                                                     
|   
|    | The obligations of each Bank to participate in an Advance are subject to the further conditions precedent that on the date of the Request for the Advance and on the date on which the relevant amount is to be
advanced:                                                                        
|   
|    | (a)                                                                                                                                                                                                                                                                                               | the representations and warranties in Clause 15 (Representations and Warranties) to be repeated on those dates are correct and will be correct immediately after the relevant advance is made;                                                                                                                                                                                                                 
|   
|    | (b)                                                                                                                                                                                                                                                                                               | no Default or, in the case of a Rollover Advance, no Event of Default is outstanding or would result from the making of the relevant advance; and                                                                                                                                                                                                                                                              
|   
|    | (c)                                                                                                                                                                                                                                                                                               | the making of the relevant Advance would not cause Clause 2.2 (Overall facility limits) to be contravened.                                                                                                                                                                                                                                                                                                     
|   
|5.  | ADVANCES                                                                                                                                                                                                                                                                                         
|   
|5.1 | Receipt of Requests                                                                                                                                                                                                                                                                              
|   
|    | (a)                                                                                                                                                                                                                                                                                               | Subject to subclause (c) below, a Borrower may borrow Revolving Advances if the Agent receives, not later than 3.00 p.m. on the third Business Day before the proposed Utilisation Date, or, in the case of Advances in
Sterling, not later than 3.00 p.m. on the Business Day before the proposed Utilisation Date, a duly completed Request, copied to the U.S. Swingline Agent and the euro Swingline Agent.
|   
|    | (b)                                                                                                                                                                                                                                                                                               | A Borrower may borrow U.S. Swingline Advances if the U.S. Swingline Agent receives, not later than 11.00 a.m. (New York City time) on the proposed Utilisation Date, a duly completed Request, copied to the Agent and the euro
Swingline Agent.                                                                                                                                                               
|   
|    | (c)                                                                                                                                                                                                                                                                                               | A Borrower may borrow euro Swingline Advances if the euro Swingline Agent receives, not later than 10.00 a.m. (London time) on the proposed Utilisation Date, a duly completed Request, copied to the Agent and the U.S.
Swingline Agent.                                                                                                                                                                      
|   
|5.2 | Completion of Requests for Revolving Advances                                                                                                                                                                                                                                                    
|   
|    | A Request for Revolving Advances will not be regarded as having been duly completed unless:                                                                                                                                                                                                      
|   
|    | (a)                                                                                                                                                                                                                                                                                               | it identifies the relevant Borrower;                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | (b)                                                                                                                                                                                                                                                                                               | the Utilisation Date is a Business Day falling during the Availability Period;                                                                                                                                                                                                                                                                                                                                 
|   

19

---

|    | (c)                                                                                              | only one currency is specified for each separate Advance and the Requested Amount for each separate Advance is in a minimum Original Dollar Amount of U.S.$10,000,000;
|--- | ------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (d)                                                                                              | only one Term for each separate Advance is specified which:                                                                                                           
|   
|    |                                                                                                  | (i)                                                                                                                                                                   
|   
|    |                                                                                                  | (ii)                                                                                                                                                                  
|   
|    | (e)                                                                                              | the payment instructions comply with Clause 9.1 (Place of Payment).                                                                                                   
|   
|5.3 | Completion of Requests for Swingline Advances                                                   
|   
|    | A Request for Swingline Advances will not be regarded as having been duly completed      unless:
|   
|    | (a)                                                                                              | it identifies the relevant Borrower;                                                                                                                                  
|   
|    | (b)                                                                                              | the Utilisation Date is:                                                                                                                                              
|   
|    |                                                                                                  | (i)                                                                                                                                                                   
|   
|    |                                                                                                  | (ii)                                                                                                                                                                  
|   
|    |                                                                                                  | in each case falling before the Final Maturity Date;                                                                                                                  
|   
|    | (c)                                                                                              | it is specified that the Swingline Advances are to be made:                                                                                                           
|   
|    |                                                                                                  | (i)                                                                                                                                                                   
|   
|    |                                                                                                  | (ii)                                                                                                                                                                  
|   
|    | (d)                                                                                              | the Requested Amount is:                                                                                                                                              
|    |                                                                                                  |                                                                                                                                                                       
|    | (c)                                                                                              | it is specified that the Swingline Advances are to be made:                                                                                                           
|   
|    |                                                                                                  | (i)                                                                                                                                                                   
|   
|    |                                                                                                  | (ii)                                                                                                                                                                  
|   
|    | (e)                                                                                              | only one Term is specified, which:                                                                                                                                    
|   
|    |                                                                                                  | (i)                                                                                                                                                                   
|   
|    |                                                                                                  | (ii)                                                                                                                                                                  
|   
|    |                                                                                                  |                                                                                                                                                                       
|   

20

---

|    |                                                                                                                                                                                                                                                                                                                                                        | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | for euro Swingline Advances, not exceeding 5 TARGET Days (and ends on a TARGET Day); and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (f)                                                                                                                                                                                                                                                                                                                                                    | the payment instructions comply with Clause 9.1 (Place of Payment).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                       
|5.4 | Amount of each Banks Advance                                                                                                                                                                                                                                                                                                                         
|   
|    | The amount of a Banks Advance will be the proportion of the Requested Amount which:                                                                                                                                                                                                                                                                  
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                    | in the case of a Revolving Advance, its Commitment bears to the Total Commitments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                    | in the case of a U.S. Swingline Advance, its U.S. Swingline Commitment bears to the U.S. Swingline Total Commitments; and                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                    | in the case of a euro Swingline Advance, its euro Swingline Commitment bears to the euro Swingline Total Commitments,                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | in each case on the date of receipt of the relevant Request.                                                                                                                                                                                                                                                                                          
|   
|5.5 | Notification of the Banks                                                                                                                                                                                                                                                                                                                             
|   
|    | The Agent (or, in the case of Swingline Advances, the relevant Swingline Agent) shall promptly notify each Bank (or, as the case may be, relevant Swingline Bank) of the details of the requested Advances and the amount of
its participation in such Advances.                                                                                      
|   
|5.6 | Payment of Proceeds                                                                                                                                                                                                                                                                                                                                   
|   
|    | Subject to the terms of this Agreement, each Bank (or, as the case may be, Swingline Bank) shall make its Advance available to the Agent (or, in the case of Swingline Advances, the relevant Swingline Agent) for the Borrower
concerned for value on the relevant Utilisation Date.                                                                 
|   
|6.  | REPAYMENT                                                                                                                                                                                                                                                                                                                                             
|   
|6.1 | Repayment of Revolving Advances                                                                                                                                                                                                                                                                                                                       
|   
|    | Each Borrower shall repay each Revolving Advance made to it in full on its Maturity Date to the Agent for the relevant Banks but since the Revolving Credit Facility is available on a revolving basis amounts repaid may be
reborrowed subject to the terms of this Agreement. No Revolving Advance may be outstanding after the Final Maturity Date.
|   
|6.2 | Repayment of Swingline Advances                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                    | Each Borrower shall repay each Swingline Advance made to it on its Maturity Date to the relevant Swingline Agent for the relevant Swingline Banks. No Swingline Advance may be outstanding after the Final Maturity Date.                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                    | Each Swingline Advance shall be repaid on its Maturity Date in accordance with paragraph (a) above. In the event that a Swingline Advance is not so repaid each Bank will within four Business Days of a demand to that effect from the relevant Swingline Agent pay to that Swingline Agent on behalf of the relevant Swingline Banks an amount equal to its Agreed Percentage of the principal of such Swingline Advance and accrued interest (including default interest) thereon to the date of actual payment by such Bank. The relevant Borrower shall

21

---

|    | forthwith reimburse the Banks (through the Agent) in full for each payment made by the Banks under this paragraph (b). Each amount the relevant Borrower is required to reimburse to the Banks under this paragraph (b) shall
be deemed to be an overdue amount (as defined in Clause 8.3(a) (Default Interest)) which fell due for payment by the relevant Borrower on the day on which the payment by the Banks giving rise to the reimbursement obligation was made and shall accrue
default interest under Clause 8.3 accordingly.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.  | PREPAYMENT AND CANCELLATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|7.1 | Automatic Cancellation of Total Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | The Commitment of each Bank (including the Swingline Commitment of each Swingline Bank) shall be automatically cancelled at the close of business in London (or, in the case of the U.S. Swingline Total Commitments, New York)
on the Final Maturity Date.                                                                                                                                                                                                                                                                           
|   
|7.2 | Voluntary Cancellation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | The Borrowers Agent may, by giving not less than five Business Days prior written notice to the Agent, cancel the unutilised portion of the Total Commitments in whole or in part (but, if in part, in an aggregate minimum
amount of U.S.$10,000,000). Any cancellation in part shall be applied against the Commitment of each Bankpro rata.                                                                                                                                                                                      
|   
|7.3 | Voluntary prepayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|7.4 | Change of Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

22

---

|    | control has the meaning given to it in section 416 of the Income and Corporation Taxes Act 1988; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | acting in concerthas the meaning given to it in the City Code on Takeovers and Mergers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|7.5 | Right of prepayment and cancellation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | If any Borrower is required to pay or is notified by any Bank in writing that it will be required to pay any amount to a Bank under Clause 10 (Taxes) or Clause 12 (Increased Costs), or if circumstances exist such that a
Borrower will be required to pay any amount to a Bank under Clause 10 (Taxes), the Borrowers Agent may, whilst the circumstances giving rise or which will give rise to the requirement continue, serve a notice of prepayment and cancellation on that
Bank through the Agent. On the date falling five Business Days after the date of service of the notice:
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|7.6 | Miscellaneous provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | (a) | Any notice of prepayment and/or cancellation under this Agreement is irrevocable. The Agent shall notify the Banks promptly of receipt of any such notice.                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                             
| | (b) | All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts due under this Agreement in respect of that prepayment (including, but not limited to, any
amounts payable under Clause 23.2(c) (Other indemnities) if not made on the Maturity Date of the relevant Advance).
| |     |                                                                                                                                                                                                                                                                                                                                             
| | (c) | No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                             
| | (d) | Subject to the terms of this Agreement, any amount prepaid under Clause 7.3 (Voluntary prepayment) may be reborrowed. No amount of the Total Commitments (including the Swingline Commitments) cancelled under this Agreement
may subsequently be reinstated.                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                             
| | (e) | Whenever part of the Total Commitments is cancelled, the Swingline Commitments shall not be cancelled unless:                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                             
| |     | In any such case:                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                             

23


---

|    |                                                                                                                                                                                                                                                                                                                | Commitments and the Combined Swingline Sub-Limit does not exceed the Total Commitments; and                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                                                | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|8.  | INTEREST                                                                                                                                                                                                                                                                                                      
|   
|8.1 | Interest rate for Advances                                                                                                                                                                                                                                                                                    
|   
|    | (a)                                                                                                                                                                                                                                                                                                            | The rate of interest on each Advance (other than a U.S. Swingline Advance) for its Term is the rate per annum determined by the Agent to be the aggregate of the applicable:                                                                                                                                                                                                                                                                                             
|   
|    |                                                                                                                                                                                                                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |                                                                                                                                                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |                                                                                                                                                                                                                                                                                                                | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | (b)                                                                                                                                                                                                                                                                                                            | The rate of interest on each U.S. Swingline Advance during its Term is the rate per annum determined by the U.S. Swingline Agent to be the aggregate of the U.S. Swingline Rate for each day during its Term.                                                                                                                                                                                                                                                            
|   
|8.2 | Due dates                                                                                                                                                                                                                                                                                                     
|   
|    | Except as otherwise provided in this Agreement, accrued interest on each Advance is payable by the relevant Borrower on its Maturity Date and also, in the case of any Advance with a Term longer than six months, at six
monthly intervals after its Utilisation Date for so long as the Term is outstanding.
|   
|8.3 | Default
    interest                                                                                                                                                                                                                                                                                          
|   
|    | (a)                                                                                                                                                                                                                                                                                                            | If an Obligor fails to pay any amount payable by it under any Finance Document (anoverdue amount), it shall forthwith on demand by the Agent or, as
the case may be, a Swingline Agent pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (thedefault rate) determined by the Agent or, as the case may be, the relevant Swingline Agent to be one per cent. per annum above the higher of:
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                            | The default rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate.                                                                                                                                                                                                                                                                                                

24

---

|    | (c)                               | If the Agent or, as the case may be, a Swingline Agent determines that deposits in the currency of the overdue amount are not at the relevant time being made available by the Reference Banks to leading banks in the London
interbank market, the default rate will be determined by reference to the cost of funds to the Agent or, as the case may be, the relevant Swingline Agent from whatever sources it selects after consultation with the Reference Banks.                                                                                                                              
|--- | --------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (d)                               | Default interest will be compounded at the end of each Designated Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|8.4 | Notification of rates of interest
|   
|    |                                   | The Agent or, as the case may be, the relevant Swingline Agent will promptly notify each relevant Party of the determination of a rate of interest under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|8.5 | Margin and commitment fee        
|   
|    | (a)                               | Subject to the following provisions of this Clause,
the Margin for each Advance (other than a U.S. Swingline Advance) will be 0.25
per cent. per annum, and the commitment fee referred to in Clause 20.1 (Commitment
Fee) will be 0.0875 per cent. per annum.                                                                                                                                                                                                                                                                                                                                     
|   
|    | (b)                               | The applicable Margin for all Advances and the commitment fee referred to in Clause 20.1 (Commitment fee) will each be adjusted in accordance with paragraphs (c) and (d) below to the percentage rate per annum specified in
Column 1 or Column 2 respectively as set out below opposite the long term credit rating assigned to the Parent by Moodys Investors Services, Inc. (Moodys) and Standard &
Poors Corporation (S&P) specified in Column 3 below (or in the case of a split rating where Clause 8.5(c) below applies where applicable on the equivalent from a third
rating agency):
|   

| |                     |                  | Column 3          
| | ------------------- | ---------------- | ------------------
| | Column 1            | Column 2         | Credit Rating     
| | Applicable Margin % | Commitment Fee % | (Moodys/S&P)     
| | 0.20                | 0.07             | A1/A+ or higher   
| | 0.225               | 0.07875          | A2
/A             
| | 0.25                | 0.0875           | A3
/A-            
| | 0.30                | 0.105            | Baal/BBB+ or lower

| | (c) | If at any time the long term credit rating assigned to the Parent by Moodys and S&P is split, the Margin or commitment fee (as applicable) shall be calculated on the lower of the two ratings unless the difference is
greater than one notch, in which case the Margin or commitment fee (as applicable) shall be calculated on the rating one notch above the lower of the two ratings. If there is a split rating the Parent may seek a third rating in which
case:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|

25


---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if the third rating is in between (or below) the ratings of Moodys and S&P the Margin or commitment fee (as applicable) will be calculated on the basis of the rating in the middle.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any adjustment pursuant to paragraph (b) or (c) above shall not apply to the Margin with respect to any Advance then outstanding but shall only apply to Advances, the Term of which starts on or after:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the date of confirmation by either Moodys or S&P, whichever is the later, in the case of any increase to the long term credit rating of the Parent; or                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the date of announcement by either Moodys or S&P, whichever is the earlier, in the case of any decrease in the long term credit rating of the Parent.                               
|   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Promptly after becoming aware of the same, the Parent shall inform the Agent in writing if any of the circumstances contemplated by paragraphs (c) or (d) above arise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|8.6 | Minimum interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | By entering into this Agreement, the Parties have assumed that interest payments to be made under this Agreement at the rate set out in this Agreement are and will not become subject to Swiss Anticipatory Tax(Verrechnungssteuer).Therefore, each Borrower acknowledges and agrees that the rate of interest as determined under this Agreement constitutes a minimum rate of interest which, if Swiss Anticipatory Tax should apply, shall be adjusted so that the amount of interest payment due from that Borrower shall be increased to an amount which (after making the deduction of Swiss Anticipatory Tax) leaves the Finance Parties entitled to such interest payment with an amount equal to the payment which would have been due if no deduction of Swiss Anticipatory Tax had been required. For such purpose, the Swiss Anticipatory Tax shall be calculated on the full (grossed-up) interest amount.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | In addition each Borrower undertakes to provide the Agent (acting on behalf of the Finance Parties) with the documents reasonably necessary under any law or double taxation treaty for the availability of any relief from the Swiss Anticipatory Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.  | PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.1 | Place of Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | All payments by an Obligor or a Bank under this Agreement shall be made to the Agent or (if the payment relates to U.S. Swingline Advances) the U.S. Swingline Agent or (if the payment relates to euro Swingline Advances) the euro Swingline Agent to its account at such office or bank in the principal financial centre of the country of the currency concerned (or, in the case of euros, the principal financial centre of a Participating Member State or London) as it may notify to the Obligor or Bank for this purpose.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.2 | Funds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Payments under this Agreement to the Agent or, as the case may be, a Swingline Agent shall be made for value on the due date at such times and in such funds as the Agent or, as the case may be, the relevant Swingline Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.                                                                                                                                              

26

---

|9.3 | Distribution
|--- | ------------
|    |             
|    | (a)         
|   
|    | (b)         
|   
|    | (c)         
|   
|9.4 | Currency    
|    |             
|    | (a)         
|    |             
|    | (b)         
|    |             
|    | (c)         
|    |             
|    | (d)         
|    |             
|    | (e)         
|    |             
|    |             
|    |             
|    |             

27

---

|    | (f)                                                                                                 | If a change in the currency recognised by the central bank of any country as the lawful currency (or one of the lawful currencies) of that country occurs, this Agreement will be amended to the extent the Agent and the
Parent agree (such agreement not to be unreasonably withheld) to be necessary to reflect the change in currency and to put the Banks and the Obligors in the same position, as far as possible, that they would have been in if no change in currency had
occurred.
|--- | --------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.5 | Set-off and counterclaim                                                                           
|   
|    | All payments made by an Obligor under this Agreement shall be made without set-off or counterclaim.
|   
|9.6 | Non-Business Days                                                                                  
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                 | If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment shall instead be 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 under this Agreement interest is payable on the principal at the rate payable on the original due date.                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.7 | Partial payments                                                                                   
|   
|    | (a)                                                                                                 | If the Agent or, as the case may be, a Swingline Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor under this Agreement, the Agent or, as the case may be, that Swingline
Agent shall apply that payment towards the obligations of the Obligors under this Agreement in the following order:                                                                                                                                            
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                 | The Agent or, as the case may be, a Swingline Agent, shall, if so directed by all the Banks, vary the order set out in subparagraphs (ii) to (v) above. The Agent or, as the case may be, the relevant Swingline Agent, shall notify the Borrowers' Agent of any such variation.                                                                                                                                                                                                             
|    |                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (c)                                                                                                 | Paragraphs (a) and (b) of this Clause 9.7 (Partial payments) shall override any appropriation made by any Obligor.                                                                                                                                                                                                                                                                                                                                                                           

28

---

|10.  | TAXES                                                                                                                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|10.1 | Definitions                                                                                                                                                                                                                                                                                                                          
|    
|     | In this Agreement:                                                                                                                                                                                                                                                                                                                   
|    
|     | Obligors Tax Jurisdictionmeans, in relation to an Obligor, the jurisdiction in which that Obligor is resident for Tax purposes.                                                                                                                                                                                                     
|    
|     | Qualifying Bankmeans a Bank which is:                                                                                                                                                                                                                                                                                                
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                  
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                  
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                  
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                  
|    
|     | (e)                                                                                                                                                                                                                                                                                                                                  
|    
|     | Taxmeans 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).                                                                                                                    
|    
|     | Taxes Actmeans the Income and Corporation Taxes Act 1988.                                                                                                                                                                                                                                                                            
|    
|     | Tax Creditmeans a credit against, relief or remission for, or repayment of any Tax.                                                                                                                                                                                                                                                  
|    
|     | Tax Deductionmeans a deduction or withholding for or on account of Tax from a payment under a Finance Document.                                                                                                                                                                                                                      
|    
|     | Tax Paymentmeans either the increase in a payment made by an Obligor to a Finance Party under Clause 10.2 (Tax gross-up) or a payment under Clause 10.3 (Tax indemnity).                                                                                                                                                             
|    
|     | Treaty Lendermeans a Bank which is beneficially entitled to interest payable to it in respect of an Advance and which (as regards the relevant Obligor):                                                                                                                                                                             
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                  
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                  
|    
|     | UK Lendermeans a Bank which is within the charge to U.K. corporation tax in respect of, and beneficially entitled to, a payment of interest on an Advance made by a person that was a
bank for the purposes of section 349 of the Taxes Act (as currently defined in section 840A of the Taxes Act) at the time the Advance was made.
|    

29


---

|     | U.S. Branch Lendermeans
      a Bank that is not a "United States person" within the meaning of Section
      7701(a)(30) of the Code and that is entitled to receive payments under
      the Finance Documents without deduction or withholding of any United States
      Taxes because those payments are effectively connected to that Banks conduct
    of a trade or business within the United States.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                
|     | U.S. Lendermeans
      a Bank that is incorporated or organised under the laws of the United States
    or any State of the United States (including the District of Columbia).                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                
|10.2 | Tax
    gross-up                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                            
|    

30


---

|     |                                                                                   | Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.                                                                                                                                                                                                                                            
|---- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (g)                                                                               | A Treaty Lender and each relevant Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make
that payment without a Tax Deduction.                                                                                                               
|    
|10.3 | Tax indemnity                                                                    
|    
|     | (a)                                                                               | The Parent shall (within three Business Days of demand by the Agent) indemnify a Finance Party against any loss, liability or cost which that Finance Party determines will be or has been suffered for or on account of Tax by
that Finance Party in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.
|    
|     | (b)                                                                               | Paragraph (a) above shall not apply:                                                                                                                                                                                                                                                                                                                                             
|    
|     |                                                                                   | (i)                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   | (ii)                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     | (c)                                                                               | A Finance Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Parent.                                                                                                                                                 
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     | (d)                                                                               | A Finance Party shall, on receiving a payment under this Clause 10.3, notify the Agent.                                                                                                                                                                                                                                                                                          
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|10.4 | Tax Credit                                                                       
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     | If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     | (a)                                                                               | a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and                                                                                                                                                                                                                                                    
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                               | that Finance Party has obtained, utilised and retained that Tax Credit,                                                                                                                                                                                                                                                                                                          
|     |                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  

31


---

|     |                 | the Finance Party shall pay an
      amount to the Obligor which that Finance Party determines will leave it
      (after that payment) in the same after-Tax position as it would have been
    in had the Tax Payment not been required to be made by the Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.5 | Value added tax
|     |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)             | All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT
which is chargeable on such supply. If VAT is chargeable on any supply made by any Finance Party to any Party under 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 (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).                                                                                                                                                           
|    
|     | (b)             | If VAT is chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party (the "Relevant Party") is required by the terms of any
Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at
the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates
to the VAT chargeable on that supply.
|    
|     | (c)             | 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 neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority
in respect of the VAT.                                                                                                                                                                                                                                                               
|    
|10.6 | U.S. Tax forms 
|    
|     | (a)             | Except as provided below, each Bank that is a Treaty Lender or a U.S. Branch Lender, in either case in respect of a U.S. Obligor, must supply to the Agent, the U.S. Swingline Agent, and each U.S. Obligor two duly executed
United States Internal Revenue Service Forms W-8BEN or W-8ECI (as appropriate) to enable that U.S. Obligor to make payments of interest to that Bank under the Finance Documents without any deduction or withholding in respect of any Tax in the United
States.                                                                                                                                                                                                                                                                                
|    
|     | (b)             | A Bank must comply with its obligations under paragraph (a) above as soon as practicable after the date it becomes a Party or (if later) the date the U.S. Obligor becomes a Party subject to having received written
notification from the U.S. Obligor in reasonable time to enable it to comply with those obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | (c)             | A Bank is not obliged to supply any form under paragraph (a) above if it is unable to do so by reason of any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or
regulation (including a double taxation agreement) or any published practice or concession of any relevant taxing authority.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    

32


---

|11.  | MARKET DISRUPTION                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|    
|11.1 | Market disturbance                                                                                                                                   
|    
|     | Notwithstanding anything to the contrary herein contained, if and each time that prior to or on a Utilisation Date relative to an Advance to be made:
|    
|     | (a)                                                                                                                                                  
|    
|     | (b)                                                                                                                                                  
|    
|     | (c)                                                                                                                                                  
|    
|     | the Agent shall promptly give written notice of such determination or notification to the Parent and to each of the Banks.                           
|    
|11.2 | Alternative Rates                                                                                                                                    
|    
|     | If the Agent gives a notice under Clause 11.1 (Market disturbance):                                                                                  
|    
|     | (a)                                                                                                                                                  
|    
|     | (b)                                                                                                                                                  
|    
|     |                                                                                                                                                      
|    
|     |                                                                                                                                                      
|    
|     |                                                                                                                                                      
|    

33


---

|11.3 | Non-availability of currency                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | If any Bank notifies the Agent before 9.30 a.m. (London time) two Business Days prior to the proposed Utilisation Date of an Advance to be denominated in an Optional Currency (other than Sterling) that it is unable for any
reason to fund its participation in such Advance in the Optional Currency concerned, the Agent shall notify the Borrowers' Agent and such Bank shall make its participation in the Advance available in U.S. Dollars for the period in
question.
|    
|11.4 | Change in circumstances                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | If before 9.00 a.m. (London time) on the proposed Utilisation Date of an Advance which is to be denominated in an Optional Currency (other than Sterling) there occurs any change in national or international financial,
political or economic conditions, currency availability, currency exchange rates or exchange controls, which in the opinion of the Agent renders the making of the Advance in such currency impracticable:                                           
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|12.  | INCREASED COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|12.1 | Increased costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    

|(a) | Subject to Clause 12.2 (Exceptions), the Parent shall forthwith on demand by a Finance Party pay that Finance Party the amount of any increased cost incurred by it or any of its holding companies as a result of any change
in or introduction of any law or regulation (including any relating to taxation or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | In this Agreement increased cost means:                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   

34


---

|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the amount of any payment made by
    a Finance Party, or the amount of interest or other return foregone by a
    Finance Party, calculated by reference to any amount received or receivable
    by a Finance Party from any other Party under this Agreement.                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|12.2 | Exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | Clause 12.1 (Increased costs) does not apply to any increased cost:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | compensated for by the payment of the Mandatory Cost;                                                                                                                                                                                                                                                                                
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | attributable to any tax or amounts in respect of tax
which must be deducted from any amounts payable or paid by a Borrower or paid
or payable by the Agent to a Finance Party under the Finance Documents; or                                                                                                                        
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | which is, or is attributable to, any tax on the overall
net income, profits or gains of a Finance Party or any of its holding companies
(or the overall net income, profits or gains of a division or branch of the Finance
 Party or any of its holding companies) or any branch profit tax with respect
to such division or branch.
|    
|13.  | ILLEGALITY AND MITIGATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|13.1 | Illegality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | If it becomes unlawful in any jurisdiction for a Bank to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain any Advance, then the Bank may notify the Borrowers' Agent through the
Agent accordingly and thereupon:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | each Borrower shall, upon request from that Bank within the period allowed or if no period is allowed, forthwith, repay any Advances made to it by that Bank together with all other amounts payable by it to that Bank under
this Agreement; and                                                                                    
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the Banks Commitment shall be cancelled.                                                                                                                                                                                                                                                                                            
|    
|13.2 | Mitigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | Notwithstanding the provisions of Clauses 10 (Taxes), 12 (Increased Costs) and 13.1 (Illegality), if in relation to a Bank or (as the case may be) the Agent circumstances arise which would result in:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | any deduction, withholding or payment of the nature referred to in Clause 10 (Taxes); or                                                                                                                                                                                                                                             
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | any increased cost of the nature referred to in Clause 12 (Increased Costs); or                                                                                                                                                                                                                                                      
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a notification pursuant to Clause 13.1 (Illegality),                                                                                                                                                                                                                                                                                 
|    
|     | then without in any way limiting, reducing or otherwise qualifying the rights of such Bank or the Agent, such Bank shall promptly upon becoming aware of the same notify the Agent thereof (whereupon the Agent shall promptly
notify the Borrowers' Agent) and such Bank shall use reasonable endeavours to transfer its participation in the Facility and its rights hereunder and under the Finance Documents to another financial institution or Facility Office not affected by the
circumstances having the results set out in (a), (b) or (c) above and shall otherwise take such reasonable steps as may be open to it to mitigate the effects of such circumstances provided that such Bank shall not be under any obligation to take any
such
|    

35


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|     | action if, in its opinion, to do so would or would be likely to have a material adverse effect upon its business, operations or financial condition or would involve it in any unlawful activity or any activity that is
contrary to its policies or any request, guidance or directive of any competent authority (whether or not having the force of law) or (unless indemnified to its satisfaction) would involve it in any significant expense or tax
disadvantage.                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|13.3 | Conduct of business by a Finance Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | No term of this Agreement will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|14.  | GUARANTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|14.1 | Guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | Each Guarantor jointly and severally, irrevocably and unconditionally (and notwithstanding the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditors of any
member of the Group):                                                                                                                                                                                                                                                                                                                          
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|14.2 | Continuing guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by the Borrowers under the Finance Documents, regardless of any intermediate payment or discharge in part.                                                                                                                                                                                                                                                                                                                                                            
|    
|14.3 | Reinstatement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|(a)  | Where any discharge (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or
other disposition which is avoided or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Guarantors under this Clause 14 shall continue as if the discharge or arrangement had not occurred (but only to
the extent that such payment, security or other disposition is avoided or restored).
|    

36


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|     | (b)                                                                                                                                                                                                                                                                                                                                                          | Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                             
|14.4 | Waiver of defences                                                                                                                                                                                                                                                                                                                                          
|    
|     | The obligations of the Guarantors under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 14
or prejudice or diminish those obligations in whole or in part, including (whether or not known to it or any Finance Party):
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                          | any time or waiver granted to, or composition with, any Borrower or other person;                                                                                                                                                                                                                                                                                                                                                   
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                          | 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 Borrower 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;                                                       
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                          | any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of a Borrower or any other person;                                                                                                                                                                                                                                                                            
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                          | any variation (however fundamental) or replacement of a Finance Document or any other document or security so that references to that Finance Document in this Clause 14 shall include each variation or
replacement;                                                                                                                                                                                                               
|    
|     | (e)                                                                                                                                                                                                                                                                                                                                                          | any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security, to the intent that the Guarantors' obligations under this Clause 14 shall remain
in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or invalidity;                                                                             
|    
|     | (f)                                                                                                                                                                                                                                                                                                                                                          | the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditors of any member of the Group; or                                                                                                                                                                                                                                                                            
|    
|     | (g)                                                                                                                                                                                                                                                                                                                                                          | any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, liquidation or dissolution proceedings
or from any law, regulation or order so that each such obligation shall for the purposes of the Guarantors' obligations under this Clause 14 shall be construed as if there were no such circumstance.
|    
|14.5 | 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 14.                                                                              
|    
|14.6 | Appropriations                                                                                                                                                                                                                                                                                                                                              
|    
|     | Until all amounts which may be or become payable by the Borrowers 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:                                                                                                                                     
|    

37


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|      | (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 a suspense account any moneys received from any Guarantor or on account of that Guarantors liability under this Clause 14, without liability to pay interest on those moneys.                                                                                                                                                                                   
|     
|14.7  | Non-competition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|      | Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been paid in full, no Guarantor shall, after a claim has been made or by virtue of any payment or
performance by it under this Clause 14:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf) or be entitled to any right of contribution or indemnity in respect of any payment
made or moneys received on account of that Guarantors liability under this Clause 14;                                                      
|     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | claim, rank, prove or vote as a creditor of any Borrower or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or                                                                                                                                                                                                                 
|     
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | receive, claim or have the benefit of any payment, distribution or security from or on account of any Borrower, or exercise any right of set-off as against any Borrower.                                                                                                                                                                                                
|     
|      | Each Guarantor shall hold in trust for and forthwith pay or transfer to the Agent for the Finance Parties any payment or distribution or benefit of security received by it contrary to this Clause 14.7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|14.8  | Additional security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|      | This guarantee is in addition to and is not in any way prejudiced by any other security now or hereafter held by any Finance Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|14.9  | Removal of Guarantors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|      | Any Guarantor (other than the Parent) may, at the request of the Borrowers' Agent and if no Default is continuing, cease to be a Guarantor by entering into a supplemental agreement to this Agreement at the cost of the
Parent in such form as the Agent may reasonably require which shall discharge that Guarantors obligations as a Guarantor under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|14.10 | Limitation on guarantee of U.S. Guarantors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      | Notwithstanding any other provision of this Clause 14, the obligations of each U.S. Guarantor under this Clause 14 shall be limited to a maximum aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable provisions of comparable state law (collectively, theFraudulent Transfer Laws), in each case after giving effect to all other liabilities of such U.S. Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such U.S. Guarantor in respect of intercompany indebtedness to the Borrowers or Affiliates of the Borrowers to the extent that such
|     

38


---

|      | indebtedness would
        be discharged in an amount equal to the amount paid by such U.S. Guarantor
        hereunder) and after giving effect as assets to the value (as determined
        under the applicable provisions of the Fraudulent Transfer Laws) of any
        rights to subrogation, contribution, reimbursement, indemnity or similar
        rights of such U.S. Guarantor pursuant to (a)
        applicable law or (b) any agreement providing for an equitable allocation
        among such U.S. Guarantor and other Affiliates of the Borrowers of obligations
        arising under guarantees by such parties.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|14.11 | Limitation on guarantee
          of Swiss Guarantors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|      | The obligations of
        any Guarantor constituted and having its registered office in Switzerland
        (except for the Parent which gives only downstream guarantees) (aSwiss
        Guarantor) under this Clause 14
        shall at all times be limited so that it shall:                                                                                                                                                                                                                                                                                                                                                     
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      | and PROVIDED THAT all indemnities
        and guarantees contained in this Agreement and given by a Swiss Guarantor
        in respect of the obligations of an Obligor (other than obligations of
        the relevant Swiss Guarantor and its Subsidiaries) shall be construed
        in a manner consistent with the terms of this Clause 14.11.                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|14.12 | Limitation  Luxembourg Guarantors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     

39


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|     |                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                            | reflected in its last annual accounts duly approved and available as at the date of execution of this Agreement.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                       | Paragraph (a) shall not apply to the extent that this guarantee secures the obligations of a direct or indirect subsidiary of a Guarantor.
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|15.  | REPRESENTATIONS AND WARRANTIES                                                                                                                                                                                                                                                                                                                                                                           
|    
|15.1 | Representations and warranties                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | Each Obligor makes the representations and warranties set out in this Clause 15 (Representations and Warranties) to each Finance Party (but in the case of an Obligor other than the Parent only in respect of
itself).                                                                                                                                                                                  
|    
|15.2 | Status                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | It is a duly incorporated and validly existing corporation under the laws of the jurisdiction of its incorporation and has the power to own its assets and carry on its business as it is being conducted.                                                                                                                                                                                               
|    
|15.3 | Powers and authority                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | It has the power to enter into and perform and has taken all necessary actions to authorise the entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by
those Finance Documents.                                                                                                                                                      
|    
|15.4 | Legal validity                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | Each Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligation enforceable (subject to applicable bankruptcy,
insolvency, moratorium and similar laws affecting creditors rights generally) in accordance with its terms.                                                                  
|    
|15.5 | Non-conflict                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:                                                                                                                                                                                                                                                                  
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                       | any law or regulation applicable to it; or                                                                                                
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                       | its constitutional documents; or                                                                                                          
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                       | any mortgage, contract or other undertaking or instrument to which it is a party, or which is binding upon it or any of its assets,       
|    
|     | and does not or will not result in the creation or imposition of any Security Interest on any of its assets pursuant to the provisions of any such mortgage, contract or other undertaking.                                                                                                                                                                                                              
|    
|15.6 | No default                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | No event is outstanding which constitutes a default under any document which is binding on any member of the Group or any asset of any member of the Group to an extent or in a manner which is reasonably likely to have a
material adverse effect on the ability of the Obligors taken together to perform their payment, financial covenant or other material obligations under the Finance Documents.
|    

40


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|15.7  | Authorisations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | All consents or authorisations required by it in connection with the execution, validity, performance or enforceability of the Finance Documents have been obtained and are in full force and effect.                                                                                                                                                                                                                                                                                                                                                                                      
|     
|15.8  | U.S. Obligors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.9  | Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|      | The most recent audited consolidated profit and loss account and balance sheet of the Parent which have been or are to be delivered to the Agent together with the notes thereto give a true and fair view of the results of
the operations of the Parent and its Subsidiaries for the period to which they relate and, as the case may be, the financial position of the Parent and its Subsidiaries as at the date to which they relate and, subject to Clause 16.10 (Change in
accounts), have been prepared in accordance with international accounting standards consistently applied.
|     
|15.10 | Original Group Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|      | There has been no change in the business, assets, condition or operations of the Group taken as a whole which has occurred since the date to which the Original Group Accounts were made up, which would be likely to have a
material adverse effect on the ability of the Obligors taken together to perform their payment, financial covenant and other material obligations under the Finance Documents.                                                                                                                                                                                
|     
|15.11 | United States Anti-Terrorism Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|      | To the best of its knowledge, no Obligor nor any of its Affiliates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|15.12 | No Event of Default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|      | No Event of Default has occurred and is continuing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|15.13 | ERISA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | Each member of the Controlled Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan. Each member of the                                                                                                                                                                                                                                                                                                                                                                                                                  
|     

41


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|      | Controlled Group is in compliance with the material applicable provisions of ERISA, the Code and any other applicable United States Federal or State law with respect to each Plan except where such non-fulfilment or non
compliance could reasonably be expected not to have a material adverse effect on the ability of the Obligors taken together to comply with their payment, financial covenant or other material obligations under the Finance Documents. Each Plan
complies in all respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, and no steps have been taken to reorganise or terminate any Single Employer Plan or by Obligors to effect a
complete or partial withdrawal from any Multiemployer Plan except where such non compliance, Reportable Event, reorganisation, termination or withdrawal could not reasonably be expected to have a material adverse effect on the ability of the
Obligors taken together to comply with their payment, financial covenant or other material obligations under the Finance Documents. No member of the Controlled Group has (a) sought a waiver of the minimum funding standard under Section 412 of the
Code in respect of any Plan, (b) failed to make any contribution or payment to any Single Employer Plan or Multiemployer Plan, or made any amendment to any Plan, and no other event, transaction or condition has occurred which has resulted or could
result in the imposition of a lien or the posting of a bond or other security under ERISA or the Code or (c) incurred any material, actual liability under Title I or Title IV of ERISA other than a liability to the PBGC for premiums under Section
4007 of ERISA.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|15.14 | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|      | No litigation, arbitration or administrative proceedings in relation to any member of the Group are current or, to its knowledge (having made all due enquiry), pending or threatened, which could reasonably be expected to
have a material adverse effect on the ability of the Obligors taken together to perform their payment, financial covenant or other material obligations under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|15.15 | Environmental Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.16 | Intellectual Property Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

42


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|      | in any way which would have a material adverse effect on the ability of the Obligors taken together to comply with their payment, financial covenant or other material obligations under the Finance Documents.              
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                              
|      | (b)                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                              
|      | (c)                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                              
|15.17 | Pari Passu Ranking                                                                                                                                                                                                           
|     
|      | Its obligations under the Finance Documents rank at leastpari passuwith all its other unsecured obligations, except for obligations which from time
to time are mandatorily preferred by law applying to companies generally.
|     
|15.18 | Anticipatory Tax                                                                                                                                                                                                             
|     
|      | In the case of a Swiss Borrower only:                                                                                                                                                                                        
|     
|      | (a)                                                                                                                                                                                                                          
|     
|      | (b)                                                                                                                                                                                                                          
|     
|      | (c)                                                                                                                                                                                                                          
|     
|15.19 | Times for making representations and warranties                                                                                                                                                                              
|     
|      | The representations and warranties set out in this Clause 15:                                                                                                                                                                
|     
|      | (a)                                                                                                                                                                                                                          
|     
|      | (b)                                                                                                                                                                                                                          
|     

43


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|     | (c)                                                                                                                                                                                                 | (except for Clauses 15.6 (No default) and 15.10 (Original Group Accounts)) are deemed to be repeated by each Obligor on:                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |                                                                                                                                                                                                     | (i)                                                                                                                                                                                                                                        
|    
|     |                                                                                                                                                                                                     | (ii)                                                                                                                                                                                                                                       
|    
|16.  | UNDERTAKINGS                                                                                                                                                                                       
|    
|16.1 | Duration                                                                                                                                                                                           
|    
|     | The undertakings in this Clause 16 (Undertakings) will remain in force from the Signing Date for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.
|    
|16.2 | Financial Information                                                                                                                                                                              
|    
|     | Each Obligor shall supply to the Agent in sufficient copies for all the Banks:                                                                                                                     
|    
|     | (a)                                                                                                                                                                                                 | as soon as the same are available (and in any event within 180 days of the end of each of its financial years):                                                                                                                            
|    
|     |                                                                                                                                                                                                     | (i)                                                                                                                                                                                                                                        
|    
|     |                                                                                                                                                                                                     | (ii)                                                                                                                                                                                                                                       
|    
|     | (b)                                                                                                                                                                                                 | as soon as the same are available (and in any event within 90 days of the end of the first half-year of each of its financial years) in the case of the Parent, the interim unaudited financial statements of the Group for
that half-year;
|    
|     | (c)                                                                                                                                                                                                 | within 10 days of the date they are filed with the Securities and Exchange Commission, the Groups quarterly return with the Securities and Exchange Commission;                                                                           
|    
|     | (d)                                                                                                                                                                                                 | in the case of the Parent, together with any accounts specified in paragraphs (a) and (b) above, a certificate signed by the chief financial officer of the Parent:                                                                        
|    
|     |                                                                                                                                                                                                     | (i)                                                                                                                                                                                                                                        
|    
|     |                                                                                                                                                                                                     | (ii)                                                                                                                                                                                                                                       
|    
|16.3 | Information - Miscellaneous                                                                                                                                                                        
|    
|     | The Parent shall supply to the Agent:                                                                                                                                                              
|    
|     | (a)                                                                                                                                                                                                 | all documents despatched by it to its shareholders (or any class of them) or its creditors generally (or any class of them) in relation to it or its Subsidiaries at the same time as they are despatched;                                 
|    

44


---

|     | (b)                                                                                                                                                                                                                                                                                          | promptly upon becoming aware of them, details of any legal or arbitration proceedings of the kind referred to in Clause 15.14 (Litigation); and                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (c)                                                                                                                                                                                                                                                                                          | as soon as reasonably practicable, such further information in the possession or control of any member of the Group regarding its financial condition, business or operations as any Finance Party through the Agent may
reasonably request,
|    
|     | in sufficient copies for all of the Banks, if the Agent so requests.                                                                                                                                                                                                                        
|    
|16.4 | Notification of Event of Default                                                                                                                                                                                                                                                            
|    
|     | The Parent shall notify the Agent of any Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of it.                                                                                                                                             
|    
|16.5 | Authorisations                                                                                                                                                                                                                                                                              
|    
|     | Each Obligor shall promptly:                                                                                                                                                                                                                                                                
|    
|     | (a)                                                                                                                                                                                                                                                                                          | obtain, maintain and comply with the terms of; and                                                                                                                                                                                          
|    
|     | (b)                                                                                                                                                                                                                                                                                          | if requested, supply certified copies to the Agent of,                                                                                                                                                                                      
|    
|     | any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.                                                                                                                       
|    
|16.6 | Pari passu ranking                                                                                                                                                                                                                                                                          
|    
|     | Each Obligor shall procure that its obligations under the Finance Documents do and will rank at leastpari passuwith all its other present and future
unsecured obligations, except for obligations which from time to time are mandatorily preferred by law applying to companies generally.
|    
|16.7 | Negative pledge                                                                                                                                                                                                                                                                             
|    
|     | No Obligor shall, and the Parent shall procure that no other member of the Group will, create or permit to subsist any Security Interest on or over any of its assets except for any Permitted Security Interest.                                                                           
|    
|16.8 | Priority Borrowings                                                                                                                                                                                                                                                                         
|    
|     | The Parent will not permit any member of the Group which is not a Guarantor to create, assume, incur, guarantee or otherwise be liable in respect of any Borrowings except for:                                                                                                             
|    
|     | (a)                                                                                                                                                                                                                                                                                          | Borrowings under this Agreement;                                                                                                                                                                                                            
|    
|     | (b)                                                                                                                                                                                                                                                                                          | Borrowings owing to an Obligor;                                                                                                                                                                                                             
|    
|     | (c)                                                                                                                                                                                                                                                                                          | Borrowings of finance companies to the extent the relevant Borrowings are on-lent to a Guarantor;                                                                                                                                           
|    
|     | (d)                                                                                                                                                                                                                                                                                          | Borrowings in companies acquired after the Signing Date provided that the relevant Borrowings are discharged within 6 months of the date of acquisition of the relevant company;                                                            
|    

45


---

|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                | other Borrowings where, after the creation, assumption, incurrence or guarantee of such Borrowings, the sum (without duplication) of:                                                            
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                              
|     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                             
|     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                    | does not exceed U.S.$1,500,000,000 or it is equivalent at any time.                                                                                                                              
|     
|16.9  | Disposals                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      | No Obligor shall, and the Parent shall procure that no other member of the Group will, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell,
transfer, grant or lease or otherwise dispose (each adisposal) of all or any part of its assets other than:                                                                                          
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                | a disposal made on arms length terms for fair market value provided the aggregate book value of the assets disposed of by any member of the Group does not exceed 25 per cent. of Net Assets; or
|     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                | a disposal to another member of the Group; or                                                                                                                                                    
|     
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                | a disposal of cash for the purpose for which it was raised; or                                                                                                                                   
|     
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                | a disposal required by any regulatory or governmental authority; or                                                                                                                              
|     
|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                | a disposal by a member of the Group of any of its own shares held in treasury; or                                                                                                                
|     
|      | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                | a disposal where the aggregate book value of assets disposed of by any member of the Group in any financial year of the Parent does not exceed U.S.$250,000,000 or its equivalent in aggregate,  
|     
|      | whereNet Assetsmeans total assets less goodwill and total liabilities calculated in accordance with international accounting standards consistent
with those applied in the preparation of the Original Group Accounts and as set out in the latest financial statements delivered in accordance with Clause 16.2(a)(i).                                                                                                          
|     
|16.10 | Change in accounts                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|      | If, at any time, there is a change in international accounting standards or the Parent changes, or the Parents Board of Directors resolves to change the basis, or one or more of the accounting policies, upon which its
audited annual consolidated financial statements are prepared (in circumstances where any such change would have a material effect on such financial statements) or its accounting reference date then:
|     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                | the Parent shall promptly notify the Agent of such change or proposed change;                                                                                                                    
|     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                | the Parent and the Agent shall enter into negotiations in good faith with a view to agreeing:                                                                                                    
|     

46


---

| |     | (i)                                                                                                                                                                                                               | whether or not such change or proposed change might result in any material alteration in the compliance by the Parent with the financial ratios set out herein or the determination of which of the Parents Subsidiaries is a
Material Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | (ii)                                                                                                                                                                                                              | if so, any amendments to this Agreement which may be necessary in order to ensure that such change or proposed change does not result in any material alteration in such matters,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     | and, if any such amendments are agreed by the Parent and the Agent (acting on the instructions of the Majority Banks), they shall take effect and be binding upon the Parties in accordance with their terms; and
|
| | (c) | if within a period of 60 days after such notification the Parent and the Agent (acting on the instructions of the Majority Banks) have failed to reach agreement then:                                           
|
| |     | (i)                                                                                                                                                                                                               | the Parent shall procure that within a further period of 60 days its auditors certify to the Agent what changes to the provisions referred to in subparagraph (b) above are, in the opinion of the auditors, necessary to
ensure that any test imposed by those provisions (as amended) by reference to the financial statements prepared on the new basis shall be substantially similar (and, insofar as practicable, identical) in effect to the relevant test imposed by the
existing provisions by reference to financial statements prepared on the old basis; any change certified by the auditors pursuant to this subparagraph (i) shall, if circumstances permit, consist of an adjustment to the percentage, figure or ratio
contained in the relevant test proportionate to the change in the results or financial position disclosed on the new basis compared to those prepared on the old basis;
|
| |     | (ii)                                                                                                                                                                                                              | the Agent may, at the cost of the Banks, appoint a firm of independent accountants to produce a certificate to the same effect, such certificate to be produced no later than three months after the certificate of the
Parents auditors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |     | (iii)                                                                                                                                                                                                             | such amendments shall thereafter be made to this Agreement as may be necessary to reflect:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |     |                                                                                                                                                                                                                   | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |                                                                                                                                                                                                                   | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     | (iv)                                                                                                                                                                                                              | pending the finalisation of such amendments the Parent shall procure that each set of financial statements prepared on the new basis is accompanied by a certificate of its auditors certifying the information necessary to
enable the Agent to determine whether, if such financial statements had been prepared on the old basis, the provisions of this Agreement are being complied with and the provisions of this Agreement shall, in such event, be applied by reference to
the financial statements prepared on the new basis.                                                                                                                                                                                                                                                                                                                                                                        
|

47


---

|16.11 | Change of business                                                                                                                                                                                                                                                                                      
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      | The Parent shall procure that agribusiness remains the main part of the business of the Group as a whole.                                                                                                                                                                                               
|     
|16.12 | Insurance                                                                                                                                                                                                                                                                                               
|     
|      | Each Obligor will, and the Parent shall procure that each of its Subsidiaries will, effect insurances over and in respect of its material assets and business against such risks and to such extent and in such a manner as is
usual for companies carrying on such a business in the country concerned.
|     
|16.13 | Environmental Matters                                                                                                                                                                                                                                                                                   
|     
|      | Each Obligor will and the Parent will procure that each other member of the Group will:                                                                                                                                                                                                                 
|     
|      | (a)                                                                                                                                                                                                                                                                                                     
|     
|      | (b)                                                                                                                                                                                                                                                                                                     
|     
|16.14 | Investment Companies                                                                                                                                                                                                                                                                                    
|     
|      | The Parent shall procure that no U.S. Obligor shall become an investment company under the United States Investment Company Act of 1940 or that it is exempt from the provisions of the Act pursuant to an exemption under that
Act, all of the conditions of which have been or are being fulfilled.   
|     
|16.15 | Know your customer requirements                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                         
|      | (a)                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                         
|      | (b)                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                         
|16.16 | U.S. Anti Terrorism Laws                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                         
|      | Each Obligor shall ensure that it and each of its Affiliates take all reasonable measures to comply with the Anti-Terrorism Laws.                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                         

48


---



|17.      | FINANCIAL COVENANTS                                                                                                                                                                                                                                                                                                  
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                      
|**17.1** | In this Clause 17:                                                                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                                      
|         | EBITDAmeans
          in relation to the Group for any period the aggregate of consolidated
          profit on ordinary activities before merger costs, restructuring costs,
          special charges and exceptional items, minority interests and taxation
          for that period but adjusted by adding back:
|        
|         | (i)                                                                                                                                                                                                                                                                                                                  
|        
|         | (ii)                                                                                                                                                                                                                                                                                                                 
|        
|         | (iii)                                                                                                                                                                                                                                                                                                                
|        
|         | (iv)                                                                                                                                                                                                                                                                                                                 
|        
|         | Net Interest Chargesmeans, in relation to any period, the aggregate on a fully consolidated basis of:                                                                                                                                                                                                                
|        
|         | (a)                                                                                                                                                                                                                                                                                                                  
|        
|         |                                                                                                                                                                                                                                                                                                                      
|        
|         |                                                                                                                                                                                                                                                                                                                      
|        
|         | (b)                                                                                                                                                                                                                                                                                                                  
|        
|         | (c)                                                                                                                                                                                                                                                                                                                  
|        
|         | (d)                                                                                                                                                                                                                                                                                                                  
|        
|         | less interest and amounts in the nature of interest received or receivable by the Group.                                                                                                                                                                                                                             
|        
|**17.2** | All the terms used in Clause 17.1 above are, subject to Clause 16.10 (Change in accounts), to be calculated in accordance with the accounting principles applied in connection with the Original Group Accounts.                                                                                                     
|        
|**17.3** | If there is a dispute as to any interpretation of or computation for Clause 17.1 above, the interpretation or computation of the auditors of the Parent from time to time prevails.                                                                                                                                  
|        

49


---

|**17.4** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Parent shall procure that the ratio
                  of EBITDA to Net Interest Charges is not, for each period of
                  12 months ending on 30th June and 31st December in each year,
          less than 3.0:1.                                                                                                          
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|18.      | DEFAULT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|18.1     | Events of Default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        
|         | Each of the events set out in Clauses 18.2 (Non-Payment) to 18.13(Cessation of business) (inclusive) is an Event of Default (whether or not caused by any reason whatsoever outside the control of any Obligor or any other
person).                                                                                                                                                                                                                                                                                                                                                                
|        
|18.2     | Non-payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        
|         | An Obligor does not pay within three Business Days of the due date any amount payable by it under the Finance Documents at the place at and in the currency in which it is expressed to be payable.                                                                                                                                                                                                                                                                                                                                                                                                 
|        
|18.3     | Breach of other obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        
|         | An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 18.2 (Non-Payment)) and such failure (if capable of remedy before the expiry of such period) continues
unremedied for a period of 28 days from the earlier of the date on which (a) an Obligor becomes aware of the failure to comply or (b) the Agent gives notice to the Borrowers Agent requiring the same to be remedied.                                                                                                                                                       
|        
|18.4     | Misrepresentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        
|         | A representation, warranty or statement made or repeated by any Obligor in any Finance Document or in any document delivered by or on behalf of any Obligor under or in connection with any Finance Document is incorrect in
any material respect when made or deemed to be made or repeated and such representation, warranty or statement (if capable of remedy) continues unremedied for a period of 28 days from the earlier of the date on which (a) an Obligor becomes aware of
the failure to comply or (b) the Agent gives notice to the Borrowers Agent requiring the same to be remedied.
|        
|18.5     | Cross-default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                            
|         | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any amount in respect of any Borrowings of a member of the Group is not paid when due or within any applicable grace period provided in the documentation therefor; or                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                            
|         | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any amount in respect of any Borrowings of a member of the Group becomes prematurely due and payable or is placed on demand or becomes capable of being declared prematurely due and payable or placed on demand, in each case as a result of an event of default (howsoever described) under the document relating to those Borrowings; or
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                            
|         | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any Security Interest securing Borrowings over any asset of a member of the Group becomes enforceable and the holder thereof shall have commenced proceedings or appointed a receiver, manager or similar officer to take steps to enforce the same,                                                                                       
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                            
|         | except that this Clause 18.5 shall not apply to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (i)                                                                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                                       
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                            

50


---

|     |                                                                                                                                                                                                                               | (iii)                                                                                                                                                                                                                                                                                                                                                            | Borrowings liability for payment of which is being contested in good faith upon independent legal advice by appropriate proceedings.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                              
|18.6 | Insolvency                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|     | (a)                                                                                                                                                                                                                           | An Obligor or a Material Subsidiary is,
                  or is deemed for the purposes of any law to be unable to pay
                  its debts as they fall due or to be insolvent, or admits inability
          to pay its debts as they fall due; or                                                                                                     
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|     | (b)                                                                                                                                                                                                                           | An Obligor or a Material Subsidiary suspends
                  making payments on all or any class of its debt or announces
                  an intention to do so, or a moratorium is declared in respect
          of any of its borrowings; or                                                                                                              
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|     | (c)                                                                                                                                                                                                                           | An Obligor or a Material Subsidiary, by
                  reason of financial difficulties, begins negotiations with
                  its creditors generally or any class of them with a view to
          the readjustment or rescheduling of any of its borrowings.                                                                                         
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|18.7 | Insolvency proceedings                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|     | (a)                                                                                                                                                                                                                           | Any formal step commencing legal proceedings
                  (including petition or convening a meeting) is taken in respect
                  of an Obligor or a Material Subsidiary with a view to a moratorium,
                  a composition, assignment or arrangement with any class of
          creditors of an Obligor or a Material Subsidiary; or
|    
|     | (b)                                                                                                                                                                                                                           | a meeting of the directors or shareholders
                  of an Obligor or a Material Subsidiary is convened for the
                  purpose of considering any resolution for (or to petition for)
                  its winding-up or for its administration or any such resolution
          is passed; or                                              
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|     | (c)                                                                                                                                                                                                                           | any person presents a petition for the
                  winding-up or for the administration of an Obligor or a Material
                  Subsidiary and the petition is not discharged, opposed in good
          faith or stayed within 30 days; or                                                                                                         
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|     | (d)                                                                                                                                                                                                                           | an order for the winding-up or administration
          of an Obligor or a Material Subsidiary is made.                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|18.8 | Appointment of receivers and managers                                                                                                                                                                                        
|    
|     | (a)                                                                                                                                                                                                                           | Any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like is appointed in respect of an Obligor or a Material Subsidiary or any part of its
assets which is material in the context of the business or a whole; or                                                            
|    
|     | (b)                                                                                                                                                                                                                           | the directors of an Obligor or a Material Subsidiary request the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like (with
the exception of any solvent reconstruction approved by the Agent (acting on the instructions of the Majority Banks)).          
|    
|18.9 | Creditors process                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                     
|     | Any attachment, sequestration, distress or execution affects the whole or any substantial part of the property, undertakings or assets of an Obligor or a Material Subsidiary and is not discharged or stayed within 40
days.
|    

51


---

|18.10 | Analogous proceedings                                                                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                     
|      | There occurs, in relation to an Obligor or a Material Subsidiary, any event anywhere which corresponds with any of those mentioned in Clauses 18.6 (Insolvency) to 18.9 (Creditors process) (both inclusive).      
|     
|18.11 | Unlawfulness                                                                                                                                                                                                        
|     
|      | It is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents.                                                                                                    
|     
|18.12 | Guarantee                                                                                                                                                                                                           
|     
|      | The guarantee of any Guarantor under Clause 14 (Guarantee) is not effective or is alleged by an Obligor to be ineffective for any reason (other than by reason of written release or waiver by the Finance
Parties).
|     
|18.13 | Cessation of business                                                                                                                                                                                               
|     
|      | Except with the prior written consent of the Majority Banks, an Obligor or any Material Subsidiary ceases to carry on the whole or substantially the whole of its business otherwise than as a result of:           
|     
|      | (a)                                                                                                                                                                                                                 
|     
|      | (b)                                                                                                                                                                                                                 
|     
|18.14 | United States Bankruptcy Laws                                                                                                                                                                                       
|      |                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|18.15 | Acceleration                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                     

52


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| |  | 
| |  | 
| |  | 
| | 
|

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (iii)                                                                                                                                                                                                      | demand that all the Advances be payable on demand, whereupon they shall immediately become payable on demand.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                            |                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | If an Event of Default described in Clause 18.14 (b) (ii) and (iii) (United States Bankruptcy Laws) occurs, any Advances borrowed by the defaulting U.S. Obligor shall become immediately due and payable.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                           
|19.  | THE AGENTS, THE MANDATED LEAD ARRANGERS AND THE
CO- ARRANGERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|19.1 | Appointment and duties of the Agents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | Each Finance Party (other than the Agent) irrevocably appoints the Agent to act as its agent under and in connection with the Finance Documents, each U.S. Swingline Bank appoints the U.S. Swingline Agent to act as its agent
in relation to the U.S. Swingline Facility, each euro Swingline Bank appoints the euro Swingline Agent to act as its agent in relation to the euro Swingline Facility and each Finance Party irrevocably authorises the Agent or, as the case may be,
each Swingline Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents, together with any other incidental rights, powers
and discretions. The Agent or, as the case may be, a Swingline Agent shall have only those duties which are expressly specified in this Agreement. Those duties are solely of a mechanical and administrative nature.
|    
|19.2 | Role of the Mandated Lead Arrangers and Co-Arrangers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | Except as otherwise provided in this Agreement, no Mandated Lead Arranger or Co-Arranger has any obligations of any kind to any other Party under or in connection with any Finance Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|19.3 | Relationship                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | The relationship between the Agent or, as the case may be, each Swingline Agent and the other Finance Parties is that of agent and principal only. Nothing in this Agreement constitutes the Agent or, as the case may be, a
Swingline Agent as trustee or fiduciary for any other Party or any other person and the Agent or, as the case may be, a Swingline Agent need not hold in trust any moneys paid to it for a Party or be liable to account for interest on those
moneys.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|19.4 | Majority Banks directions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | The Agent or, as the case may be, each Swingline Agent will be fully protected if it acts in accordance with the instructions of the Majority Banks in connection with the exercise of any right, power or discretion or any
matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Banks will be binding on all the Banks. In the absence of such instructions the Agent or, as the case may be, a Swingline Agent may act as it
considers to be in the best interests of all the Banks.                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|19.5 | Delegation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | The Agent or, as the case may be, each Swingline Agent may act under the Finance Documents through its personnel and agents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    

53


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|19.6 | Responsibility for documentation                                                                                                                            
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                             
|     | Neither the Agent, the U.S. Swingline Agent, the euro Swingline Agent, any Mandated Lead Arranger nor any Co-Arranger is responsible to any other Party for:
|     |                                                                                                                                                             
|     | (a)                                                                                                                                                         
|    
|     | (b)                                                                                                                                                         
|    
|     | (c)                                                                                                                                                         
|    
|19.7 | Default                                                                                                                                                     
|     |                                                                                                                                                             
|     | (a)                                                                                                                                                         
|     |                                                                                                                                                             
|     | (b)                                                                                                                                                         
|     |                                                                                                                                                             
|19.8 | Exoneration                                                                                                                                                 
|     |                                                                                                                                                             
|     | (a)                                                                                                                                                         
|     |                                                                                                                                                             
|     | (b)                                                                                                                                                         
|     |                                                                                                                                                             
|     | (c)                                                                                                                                                         
|     |                                                                                                                                                             
|     |                                                                                                                                                             
|     |                                                                                                                                                             

54


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|19.9  | Reliance                                                                                                                                                                 
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                          
|      | The Agent or, as the case may be, each Swingline
          Agent may:                                                                                                    
|      |                                                                                                                                                                          
|      | (a)                                                                                                                                                                      
|      |                                                                                                                                                                          
|      | (b)                                                                                                                                                                      
|      |                                                                                                                                                                          
|      | (c)                                                                                                                                                                      
|     
|19.10 | Credit approval and appraisal                                                                                                                                            
|     
|      | Without affecting the responsibility of any Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Bank confirms that it:
|     
|      | (a)                                                                                                                                                                      
|     
|      | (b)                                                                                                                                                                      
|     
|19.11 | Information                                                                                                                                                              
|      |                                                                                                                                                                          
|      | (a)                                                                                                                                                                      
|      |                                                                                                                                                                          
|      | (b)                                                                                                                                                                      
|      |                                                                                                                                                                          
|      | (c)                                                                                                                                                                      
|      |                                                                                                                                                                          
|      | (d)                                                                                                                                                                      
|      |                                                                                                                                                                          
|      |                                                                                                                                                                          
|      |                                                                                                                                                                          

55


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|      |                                                                               | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | unless specifically requested to do so by a Bank in accordance with this Agreement, to request any certificates or other documents from any Borrower.
|----- | ----------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                              
|19.12 | The Agent, the Mandated Lead
     Arrangers and the Co-Arrangers individually
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|      | (a)                                                                           | If it is also a Bank,
                  each of the Agent, the U.S. Swingline Agent, the euro Swingline
          Agent, the Mandated Lead Arrangers
          and the Co-Arrangers has the same rights and powers under this
          Agreement as any other Bank and may exercise those rights and powers
          as though it were not the Agent, the U.S. Swingline Agent, the euro
          Swingline Agent, a Mandated Lead Arranger
          or a Co-Arranger.                                                                                                                                                                                                                                      
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|      | (b)                                                                           | Each of the Agent,
                  the U.S. Swingline Agent, euro Swingline Agent, the Mandated
          Lead Arrangers and the Co-Arrangers
          may:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|      |                                                                               | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | carry on any business with a Borrower or its related entities;                                                                                       
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|      |                                                                               | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | act as agent or trustee for, or in relation to any
financing involving, a Borrower or its related entities; and                                      
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|      |                                                                               | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | retain any profits or remuneration in connection with
its activities under this Agreement or in relation to any of the foregoing.                    
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|19.13 | Indemnities                                                                  
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                                                                           | Without limiting the
               liability of any Obligor under the Finance Documents, each Bank
               shall forthwith on demand indemnify the Agent or, as the case
               may be, each Swingline Agent for its proportion of any liability
               or loss incurred by the Agent or, as the case may be, a Swingline
               Agent in any way relating to or arising out of its acting as the
               Agent or, as the case may be, a Swingline Agent, except to the
               extent that the liability or loss arises directly from the Agents
               or, as the case may be, that Swingline Agents gross negligence
          or wilful misconduct.
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (b)                                                                           | A Banks proportion
               of the liability or loss set out in paragraph (a) above is the
               proportion which the Original Dollar Amount of its Advance(s)
               bears to the Original Dollar Amount of all Advances outstanding
               on the date of the demand. If, however, no Advances are outstanding
               on the date of demand, then the proportion will be the proportion
               which its Commitment bears to the Total Commitments at the date
               of demand or, if the Total Commitments have been cancelled, bore
          to the Total Commitments immediately before being cancelled.                                         
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (c)                                                                           | The Parent shall forthwith
               on demand reimburse each Bank for any payment made by it under
               paragraph (a) above except to the extent it arises out of the
          Banks gross negligence or default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19.14 | Compliance                                                                   
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                                                                           | The Agent or, as the
               case may be, each Swingline Agent, may refrain from doing anything
               which might, in its opinion, constitute a breach of any law or
               regulation or be otherwise actionable at the suit of any person,
               and may do anything which, in its opinion, is necessary or desirable
          to comply with any law or regulation of any jurisdiction.                                                                                                                                                                                                                                                                                    
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (b)                                                                           | Without limiting paragraph
               (a) above, the Agent or, as the case may be each Swingline Agent,
               need not disclose any information relating to any Borrower or
               any of its related entities if the disclosure might, in the opinion
               of the Agent or, as the case may be, the relevant Swingline Agent,
               constitute a breach of any law or regulation or any duty of secrecy
               or confidentiality or be otherwise actionable at the suit of any
          person.                                                                                                                                                              
|      |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

56


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|19.15 | Resignation of Agents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.16 | Banks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The Agent or, as the case may be, each Swingline Agent may treat each Bank as a Bank, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received notice from the Bank to the
contrary by not less than five Business Days prior to the relevant payment.                                                                                                                                                                                                                                               
|     
|19.17 | Chinese Wall                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      | In acting as Agent, U.S. Swingline Agent, euro Swingline Agent, Mandated Lead Arranger or Co-Arranger, the agency and syndications division of each of the Agent, the U.S. Swingline Agent, the euro Swingline Agent, the
Mandated Lead Arrangers and the Co-Arrangers shall be treated as a separate entity from its other divisions and departments. Any information acquired at any time by the Agent, the U.S. Swingline Agent, the euro Swingline Agent, any Mandated Lead
Arranger or any Co-Arranger otherwise than in the capacity of Agent, U.S.
|     

57


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|     | Swingline Agent, euro Swingline Agent, Mandated Lead Arranger or Co-Arranger through its agency and syndications division (whether as financial advisor to any member of the Group or otherwise) may be treated as confidential
by the Agent, U.S. Swingline Agent, euro Swingline Agent, Mandated Lead Arranger or Co-Arranger and shall not be deemed to be information possessed by the Agent, U.S. Swingline Agent, euro Swingline Agent, Mandated Lead Arranger or Co-Arranger in
their capacity as such. Each Finance Party acknowledges that the Agent, the U.S. Swingline Agent, the euro Swingline Agent, the Mandated Lead Arrangers and the Co-Arrangers may, now or in the future, be in possession of, or provided with,
information relating to the Obligors which has not or will not be provided to the other Finance Parties. Each Finance Party agrees that, except as expressly provided in this Agreement, neither the Agent, U.S. Swingline Agent, euro Swingline Agent,
any Mandated Lead Arranger nor any Co-Arranger will be under any obligation to provide, or under any liability for failure to provide, any such information.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|20.  | FEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|20.1 | Commitment fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    

|     | (a)                                                                                                                                                                            | The Parent shall pay to the Agent for distribution to each Bankpro ratato the proportion its Commitment bears to the Total Commitments from time to
time a commitment fee at the rate per annum specified in Clause 8.5(a) (Margin and commitment fee) above on any undrawn, uncancelled amount of the Total Commitments on each day.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (b)                                                                                                                                                                            | Commitment fee is calculated and accrues on a daily basis and is payable quarterly in arrear with the first payment due three months after the Signing Date. Accrued commitment fee is also payable to the Agent for the
relevant Bank(s) on the cancelled amount of its Commitment at the time the cancellation takes effect.       
|    
|20.2 | Agents fee                                                                                                                                                                   
|    
|     | The Parent shall pay to the Agent for its own account an agency fee in the amounts and on the dates agreed in the relevant Fee Letter.                                        
|    
|20.3 | Front-end fees                                                                                                                                                                
|    
|     | The Parent shall pay to the Agent for the Mandated Lead Arrangers, Co-Arrangers and Banks front-end fees in the amounts and on the dates specified in the relevant Fee Letter.
|    
|20.4 | Utilisation fee                                                                                                                                                               
|    
|     | (a)                                                                                                                                                                            | The Parent shall pay to the Agent for distribution to each Bankpro ratato the proportion its outstanding Advances bears to the aggregate outstanding
Advances on each day a utilisation fee at the rate of:                                                                                                                          
|     |                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                | on the aggregate outstanding Advances on that day.                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                      

58


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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                    | Utilisation fee is calculated and accrues
                    on a daily basis and is payable quarterly in arrear with
                    the first such payment due three months after the Signing
                    Date. Accrued utilisation fee is also payable to the Agent
          for the relevant Banks on the Final Maturity Date.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|20.5 | Extension fee                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | The Parent shall pay to the Agent for
                    distribution to each Bank a fee (if any) which is agreed
                    between the Parent and the Banks as being consideration for
                    the Banks agreeing to an Extension Request under Clause 2.7
          (Extension Option).                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|20.6 | VAT                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Any fee referred to in this Clause 20
                    is exclusive of any VAT. If any VAT is so chargeable, it
                    shall be paid by the Parent at the same time as it pays the
          relevant fee                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|21.  | EXPENSES                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|21.1 | Initial and special costs                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | The Parent shall forthwith on demand
                    pay the Agent, the U.S. Swingline Agent, the euro Swingline
                    Agent, the Mandated Lead Arrangers and the Co-Arrangers the
                    amount of all reasonable out-of-pocket costs and expenses
                    (including but not limited to legal fees) incurred by any
          of them in connection with:
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                    | the arranging and primary syndication
          of the Facilities;                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                    | the negotiation, preparation, printing
          and execution of:                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                        | (i)                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                    | any amendment, waiver, consent or suspension
                    of rights (or any proposal for any of the foregoing) requested
                    by or on behalf of an Obligor and relating to a Finance Document
          or a document referred to in any Finance Document; and                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                    | any other matter, not of an ordinary
                    administrative nature, reasonably necessary and arising out
          of or in connection with a Finance Document.                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                       
|21.2 | Enforcement costs                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | The Parent shall forthwith on demand
                    pay to each Finance Party the amount of all costs and expenses
          (including legal fees) incurred by it:                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                    | in connection with the enforcement of,
                    or the preservation of any rights under, any Finance Document;
          or                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                    | in investigating any possible Default.                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|22.  | STAMP DUTIES                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                    | Subject to paragraph (b) below, the Parent shall pay and forthwith on demand indemnify each Finance Party against any liability it incurs in respect of any stamp, registration or similar tax                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                       

59


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|     |                                                                                                                                                      | which is or becomes payable in connection with
          the entry into, performance or enforcement of any Finance Document
          other than a Novation Certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                  | The registration of the Finance Documents with the Luxembourg Tax Administration ("L'Administration de l'Enregistrement")shall only be effected by
the Agent on the instructions of the Majority Lenders and where such Majority Lenders reasonably believe that such registration with the Luxembourg Tax Administration is required for the purpose of producing the Finance Document before a Luxembourg
Court or a Luxembourg authority (autorité constituée). In any other case, the Agent is not entitled to claim from the Parent
any indemnification pertaining to the liability incurred by the Agent in relation to registration with the Luxembourg Tax Administration.
|    
|23.  | INDEMNITIES                                                                                                                                         
|    
|23.1 | Currency indemnity                                                                                                                                  
|    
|     | (a)                                                                                                                                                  | If a Finance Party receives an amount
                  in respect of an Obligors liability under the Finance Documents
                  or if that liability is converted into a claim, proof, judgment
                  or order in a currency other than the currency (thecontractual
                  currency) in which the
                  amount is expressed to be payable under the relevant Finance
        Document:                                                                                                                                                                                                                                             
|     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                  | Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|23.2 | Other indemnities                                                                                                                                   
|     |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The Parent shall forthwith on demand indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:
|    
|     | (a)                                                                                                                                                  | the occurrence of any Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | (b)                                                                                                                                                  | the operation of Clauses 9.4 (Currency), 18.14 (Acceleration) or 29 (Pro Rata Sharing);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | (c)                                                                                                                                                  | any payment of principal or an overdue amount being received from any source otherwise than on its Maturity Date (and, for the purposes of this paragraph 23.2(c), the Maturity Date of an overdue amount is the last day of
each Designated Term (as defined in Clause 8.3 (Default interest)));                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | (d)                                                                                                                                                  | the occurrence of a change described in, and the operation of Clause 11.4 (Change in circumstances) in relation to, an Optional Currency; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    

60


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|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (other than by reason of negligence or default by a Finance Party) an Advance not being disbursed after a Borrower has delivered a Request for that Advance or not being prepaid in accordance with a notice of
prepayment.                             
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                         
|     | The Parents liability in each case includes
               any loss or expense on account of funds borrowed, contracted for
               or utilised to fund any amount payable under any Finance Document,
               any amount repaid or prepaid or any Advance. Without prejudice
               to the Parents obligations under this Clause 23.2, a Finance
               Party claiming an amount under this Clause 23.2 shall give the
          Parent reasonable particulars of how the amount claimed is calculated.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|24.  | EVIDENCE AND CALCULATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                         
|24.1 | Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | Accounts maintained by a Finance Party in connection with this Agreement areprima facieevidence of the matters to which they relate.                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|24.2 | Certificates and determinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | Any certification or determination by a Finance Party of a rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.                                                                                                                                                                                                                                                                                                                                            
|    
|24.3 | Calculations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | Interest and the fees payable under Clause 20.1 (Commitment fee) and Clause 20.4 (Utilisation fee) accrue from day to day and are calculated on the basis of the actual number of days elapsed and a year of 360 days, or, in
the case of interest at the U.S. Swingline Rate or any interest payable on an amount denominated in Sterling, 365 days.                                                                                                                                                                                   
|    
|25.  | AMENDMENTS AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|25.1 | Procedure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Subject to Clause 25.2 (Exceptions), any term of the Finance Documents may be amended or waived with the agreement of the Borrowers Agent and the Majority Banks. The Agent may effect, on behalf of the Banks, an amendment to which they have agreed.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Agent shall promptly notify the other Parties of any amendment or waiver effected in accordance with paragraph (a) above, and any such amendment or waiver shall be binding on all the Parties.                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                         
|25.2 | Exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | An amendment or waiver which relates to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the definition of "Majority Banks" in Clause 1.1 (Definitions);                                                                                                                                                                                         
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | an extension of the date for, or a decrease in an amount or a change in the currency of, any payment under the Finance Documents;                                                                                                                       
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | an increase in a Banks Commitment;                                                                                                                                                                                                                     
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | a change in the guarantee under Clause 14 (Guarantee) otherwise than in accordance with Clause 26.5 (Additional Guarantors) or Clause 14.9 (Removal of Guarantors);                                                                                     
|    

61


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|     | (e)                                                                                                                                                                                                                    | the incorporation of Additional Borrowers otherwise than in accordance with Clause 26.4 (Additional Borrowers);                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (f)                                                                                                                                                                                                                    | a term of a Finance Document which expressly requires the consent of each Bank; or                                                                                           
|    
|     | (g)                                                                                                                                                                                                                    | Clause 29 (Pro Rata Sharing) or this Clause 25 (Amendments and Waivers),                                                                                                     
|    
|     | may not be effected without the consent of each Bank.                                                                                                                                                                 
|    
|     | Any amendment which affects the rights and obligations of the Agent, the euro Swingline Agent or the U.S. Swingline Agent may not be effected without the consent of that Party.                                      
|    
|25.3 | Waivers and remedies cumulative                                                                                                                                                                                       
|    
|     | The rights of each Party under the Finance Documents:                                                                                                                                                                 
|    
|     | (a)                                                                                                                                                                                                                    | may be exercised as often as necessary;                                                                                                                                      
|    
|     | (b)                                                                                                                                                                                                                    | are cumulative and not exclusive of its rights under the general law; and                                                                                                    
|    
|     | (c)                                                                                                                                                                                                                    | may be waived only in writing and specifically.                                                                                                                              
|    
|     | Delay in exercising or non-exercise of any such right is not a waiver of that right.                                                                                                                                  
|    
|25.4 | Third Parties                                                                                                                                                                                                         
|    
|     | Except as otherwise expressly provided in a Finance Document, the terms of a Finance Document may be enforced only by a party to it and the operation of the Contracts (Rights of Third Parties) Act 1999 is
excluded.
|    
|26.  | CHANGES TO THE PARTIES                                                                                                                                                                                                
|    
|26.1 | Transfers by Obligors                                                                                                                                                                                                 
|    
|     | No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement.                                                                                 
|    
|26.2 | Transfers by Banks                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                        |                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                    | A Bank (theExisting Bank) may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement to another person (theNew Bank) provided that:
|     |                                                                                                                                                                                                                        |                                                                                                                                                                              
|     |                                                                                                                                                                                                                        | (i)                                                                                                                                                                          
|     |                                                                                                                                                                                                                        |                                                                                                                                                                              
|     |                                                                                                                                                                                                                        | (ii)                                                                                                                                                                         
|     |                                                                                                                                                                                                                        |                                                                                                                                                                              
|     |                                                                                                                                                                                                                        | (iii)                                                                                                                                                                        
|     |                                                                                                                                                                                                                        |                                                                                                                                                                              

62


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|    | (iv)                                                                                                                                                                                                                                                                                                 | in the case of an assignment, transfer or novation by a Swingline Bank, a portion of each Swingline Commitment of that Swingline Bank must also be assigned, transferred or novated to the extent necessary (if at all) to
ensure that each Swingline Commitment of that Swingline Bank does not exceed its Commitment after the assignment, transfer or novation; and                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (v)                                                                                                                                                                                                                                                                                                  | the Agent has completed all know your customer requirements relating to any person that it is required to carry out in relation to such assignment or transfer.                                                                                                                                                                                                                                                     
|   
|(b) | A transfer of obligations will be effective only if either:                                                                                                                                                                                                                                         
|   
|    | (i)                                                                                                                                                                                                                                                                                                  | the obligations are novated in accordance with Clause 26.3 (Procedure for novations); or                                                                                                                                                                                                                                                                                                                            
|   
|    | (ii)                                                                                                                                                                                                                                                                                                 | the New Bank gives notice to the Borrowers Agent and confirms to the Agent and the Borrowers Agent that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent.
On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank,
|   
|    | and, in each case, provided that the requirements of paragraph (a) have been satisfied.                                                                                                                                                                                                             
|   
|(c) | Nothing in this Agreement restricts the ability of a Bank to subcontract an obligation to another person (asub-participant) if that Bank remains
liable under this Agreement for that obligation, provided that:                                                                                    
|   
|    | (i)                                                                                                                                                                                                                                                                                                  | the sub-participant is, at the time of such a sub-participation, a Qualifying Switzerland Lender; and                                                                                                                                                                                                                                                                                                               
|   
|    | (ii)                                                                                                                                                                                                                                                                                                 | any Bank who enters into such a sub-participation agreement in relation to this Agreement shall ensure that the sub-participant agrees (for the benefit of each Swiss Borrower):                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                                      | (A)                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |                                                                                                                                                                                                                                                                                                      | (B)                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(d) | On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate), the New Bank shall, on the date the assignment, transfer and/or
novation takes effect, pay to the Agent for its own account a fee of £1,250.
|   
|(e) | An Existing Bank is not responsible to a New Bank for:                                                                                                                                                                                                                                              
|   
|    | (i)                                                                                                                                                                                                                                                                                                  | the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;                                                                                                                                                                                                                                                                                                  
|   
|    | (ii)                                                                                                                                                                                                                                                                                                 | the collectability of amounts payable under any Finance Document; or                                                                                                                                                                                                                                                                                                                                                
|   

63


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|     |                         | (iii)                                                                                                                                                                                                      | the accuracy of any statements (whether written or oral) made in connection with any Finance Document.                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                         |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (f)                     | Each New Bank confirms to the Existing Bank and the other Finance Parties that it:                                                                                                                        
|     |                         |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                         | (i)                                                                                                                                                                                                        | has made 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 Bank 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 while any amount is or may be outstanding under this Agreement or any Commitment is in force.                                                                                                                                                                                                         
|    
|     | (g)                     | Nothing in any Finance Document obliges an Existing Bank to:                                                                                                                                              
|    
|     |                         | (i)                                                                                                                                                                                                        | accept a re transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this Clause; or                                                                                                                                                                                                                                                                                        
|    
|     |                         | (ii)                                                                                                                                                                                                       | support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise.                                                                                                                                                                                                                                                                          
|    
|     | (h)                     | Any reference in this Agreement to a Bank includes a New Bank but excludes a Bank if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.
|    
|26.3 | Procedure for novations
|     |                         |                                                                                                                                                                                                           
|     | (a)                     | A novation is effected if:                                                                                                                                                                                
|    
|     |                         | (i)                                                                                                                                                                                                        | the Existing Bank and the New Bank deliver to the Agent a duly completed certificate (aNovation Certificate), substantially in the form of Part 1 of
Schedule 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a hard copy original but the fax will be effective irrespective of whether confirmation is
received); and
|    
|     |                         | (ii)                                                                                                                                                                                                       | the Agent executes the Novation Certificate (which the Agent shall promptly do provided that the Agent is not obliged to execute a Novation Certificate until it has completed all know your customer requirements to its
satisfaction).                                                                                                                                                                                   
|    
|     | (b)                     | Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf.                                             
|    
|     | (c)                     | To the extent that they are expressed to be the subject of the novation in the Novation Certificate:                                                                                                      
|    
|     |                         | (i)                                                                                                                                                                                                        | the Existing Bank and the other Parties (theexisting Parties) will be released from their obligations to each other (thedischarged obligations);                                                                                                                                                                                                                                                                           
|    
|     |                         | (ii)                                                                                                                                                                                                       | the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing
Bank;                                                                                                                                                                                                    
|    

64


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|     |                       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the rights of the Existing Bank against the existing Parties and vice versa (thedischarged rights) will be cancelled; and                                                                                                               
|---- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
|     |                       | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank,                      
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
|     |                       | all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
|     | (d)                   | If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Bank shall be obliged to participate in
that Advance in respect of its discharged obligations notwithstanding that novation, and the New Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each
case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance.
|    
|     | (e)                   | For the purposes of article 1278 and following of the Luxembourg Civil Code, each Party agrees that upon novation under this Clause 26, the guarantees created by the Finance Documents shall be preserved for the benefit of
the New Bank and the Agent. A transfer by novation under a transfer certificate in the form of a Novation Certificate and Subclause 26.3 (Procedure for novations) is a novation (novation) within the meaning of article 1271 and following of the Luxembourg Civil Code.                                                                                                                  
|    
|26.4 | Additional Borrowers 
|    
|     | (a)                   | If the Parent wishes any of its wholly-owned Subsidiaries permitted by the definition of "Additional Borrower" to become an Additional Borrower, then it may deliver to the Agent the documents listed in Part 2 of Schedule
2.                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | (b)                   | On delivery of a Borrower Accession Agreement, executed by the relevant Subsidiary and the Parent, the Subsidiary concerned will become an Additional Borrower. However, it may not submit a Request until the Agent confirms
to the other Finance Parties and the Parent that it has received all the documents referred to in paragraph (a) above in form and substance satisfactory to it.                                                                                                                                                                                                                             
|    
|     | (c)                   | Delivery of a Borrower Accession Agreement, executed by the relevant Subsidiary and the Parent, constitutes confirmation by that Subsidiary and the Parent that the representations and warranties set out in Clause 15
(Representations and Warranties) to be made by them on the date of the Borrower Accession Agreement are correct, as if made by them with reference to the facts and circumstances then existing.                                                                                                                                                                                                  
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
|26.5 | Additional Guarantors
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
|     | (a)                   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Subject to paragraph (b) below, a wholly owned
          Subsidiary of the Parent may become an Additional Guarantor by delivering
               to the Agent a Guarantor Accession Agreement, duly executed by
          that company.
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
|     |                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Upon execution and delivery of a Guarantor
                  Accession Agreement, the relevant Subsidiary will become an
          Additional Guarantor.                                                                                
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         
|     |                       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Parent shall procure that, at the same
               time as a Guarantor Accession Agreement is delivered to the Agent,
          there is also delivered to the Agent all those other                                             
|     |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                         

65

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                            | documents listed in Part 3 of Schedule 2, in each case in form and substance satisfactory to the Agent.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The execution of a Guarantor Accession Agreement constitutes confirmation by the Subsidiary concerned that the representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Guarantor Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                           
|26.6 | Reference Banks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of which it is an Affiliate) ceases to be a Bank, the Agent shall (in consultation with the Borrowers Agent) appoint another Bank or an Affiliate of a
Bank which is not a Reference Bank to replace that Reference Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|26.7 | Register                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | The Agent shall keep a register of all the Parties including in the case of Banks the details of their Facility Office notified to the Agent from time to time, and shall supply any other Party (at that Partys expense) with
a copy of the register on request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|27.  | DISCLOSURE OF INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | A Bank may disclose
to one of its Affiliates or any person with whom it is proposing to enter, or
has entered into, any kind of transfer, participation or other agreement in relation
to this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | a copy of any Finance Document; and                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any information which that Bank has acquired
          under or in connection with any Finance
          Document,                                                                                                                                                                                                                                        
|    
|     | provided that a Bank shall not disclose any such information to a person other than one of its Affiliates unless that person has provided to that Bank a confidentiality undertaking addressed to that Bank and the Borrowers
Agent substantially in the form from time to time recommended by the Loan Markets Association or such other form as the Borrowers Agent may approve.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                           
|28.  | SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                           
|     | After an Event of Default which is continuing,
               a Finance Party may set off any matured obligation owed by an
               Obligor under this Agreement (to the extent beneficially owned
               by that Finance Party) against any obligation (whether or not
               matured) 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. If either obligation is unliquidated or unascertained,
               the Finance Party may set off in an amount estimated by it in
          good faith to be the amount of that obligation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                           

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|29.  | PRO RATA SHARING                                                                                                                                                                                                                                                                                                                                                  
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                   
|29.1 | Redistribution                                                                                                                                                                                                                                                                                                                                                    
|    
|     | If any amount owing by an Obligor under this Agreement to a Finance Party (therecovering Finance Party) is discharged by payment, set-off or any
other manner other than through the Agent in accordance with Clause 9 (Payments) (arecovery), then:                                                                                                              
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (e)                                                                                                                                                                                                                                                                                                                                                               
|    
|29.2 | Reversal of redistribution                                                                                                                                                                                                                                                                                                                                        
|    
|     | If under Clause 29.1 (Redistribution):                                                                                                                                                                                                                                                                                                                            
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                               
|    
|     | each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that
Finance Party. Thereupon the subrogation in Clause 29.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement.
|    
|29.3 | Exception                                                                                                                                                                                                                                                                                                                                                         
|    
|     | A recovering Finance Party need not pay a redistribution to the extent that it would not, after the payment, have a valid claim against the Obligor concerned in the amount of the redistribution pursuant to Clause 29.1(e)
(Redistribution).                                                                                                                    
|    
|30.  | SEVERABILITY                                                                                                                                                                                                                                                                                                                                                      
|    
|     | If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:                                                                                                                                                                                                                                
|    

67


---

|     | (a)                                                                                                                                                                          | the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (b)                                                                                                                                                                          | the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.                                                                                                                                                                                                                                                           
|    
|31.  | COUNTERPARTS                                                                                                                                                                
|    
|     | This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
|    
|32.  | NOTICES                                                                                                                                                                     
|    
|32.1 | Giving of notices                                                                                                                                                           
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                          | All notices or other communications under or in connection with this Agreement shall be given in writing or by facsimile. Any such notice will be deemed to be given as follows:                                                                                                                                                                                                   
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                              | (i)                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                              | (ii)                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                              | However, a notice given in accordance with the above but received other than on a Business Day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place. Any notices sent by facsimile to the Agent are to be confirmed in writing (but may be relied upon by the Agent irrespective of receipt of such confirmation).
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                          | Any notice or communication to be made or delivered to the Agent will only be effective when actually received by the Agent and then only if expressly marked for the attention of the department or office identified as part of its address details as provided under this Clause 32 (or any substitute department or office as the Agent shall specify for this purpose).       
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|32.2 | Addresses
     for notices                                                                                                                                                  
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                          | The address and facsimile number of each Party (other than the Agent, the U.S. Swingline Agent, the euro Swingline Agent and the Borrowers Agent) for all notices under or in connection with this Agreement are:                                                                                                                                                                 
|    
|     |                                                                                                                                                                              | (i)                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |                                                                                                                                                                              | (ii)                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (b)                                                                                                                                                                          | The address and facsimile numbers of the Agent are:                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                              | HSBC Bank plcLevel 24,8 Canada SquareLondon E14 5HQ                                                                                                                                                                                                                                                                                                                                

| |            |                                 
| | ---------- | --------------------------------
| | Contact:   | Corporate Trust and Loans Agency
| |            |                                 
| | Facsimile: | 020 7991 4348                   
| |            |                                 

68


---

| |     | or such other as the Agent may notify to the other Parties by not less than five Business Days notice.                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                             
| | (c) | The address and facsimile numbers of the U.S. Swingline Agent are:                                                                                                                                                          
| |     |                                                                                                                                                                                                                             
| |     | HSBC Bank USA, National Association
One HSBC Centre
26th FloorBuffalo
NY14203                                                                                                                                               
| |     |                                                                                                                                                                                                                             
| |     | Contact:                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                             
| |     | Telephone:                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                             
| |     | Facsimile:                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                             
| |     | With a copy to the Agent or such other
             as the U.S. Swingline Agent may notify to the other Parties by not
             less than five Business Days notice.                                                   
| |     |                                                                                                                                                                                                                             
| | (d) | The address and facsimile numbers of the euro Swingline Agent are:                                                                                                                                                          
| |     |                                                                                                                                                                                                                             
| |     | HSBC Bank plc
Level 24,8 Canada SquareLondon
E14 5HQ                                                                                                                                                                        
| |     |                                                                                                                                                                                                                             
| |     | Contact:                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                             
| |     | Facsimile:                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                             
| |     | or such other as the euro Swingline Agent may notify
to the other Parties by not less than five Business Days notice.                                                                                                      
| |     |                                                                                                                                                                                                                             
| | (e) | The addresses and facsimile numbers of the Borrowers Agent are:                                                                                                                                                            
| |     |                                                                                                                                                                                                                             
| |     | Syngenta AGWRO  1001.4.09Schwarzwaldalle
215
PO BoxCH-4002 BaselSwitzerland                                                                                                                                                
| |     |                                                                                                                                                                                                                             
| |     | Contact:                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                             
| |     | Telephone:                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                             
| |     | Facsimile:                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                             
| |     | or such other as the
               Borrowers Agent may notify to the other Parties by not less than
          five Business Days notice.                                                                                 
| |     |                                                                                                                                                                                                                             
| | (f) | The Agent shall, promptly
               upon request from any Party, give to that Party the address or
               facsimile number of any other Party applicable at the time for
          the purposes of this Clause.
| |     |                                                                                                                                                                                                                             

69


---

|33. | LANGUAGE
|--- | --------
|    |         
|    | (a)     
|   
|    | (b)     
|   
|    |         
|   
|    |         
|   

|34.  | JURISDICTION                                                                                                                                                                                                                             
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|34.1 | Submission                                                                                                                                                                                                                               
|    
|     | For the benefit of each Finance Party, each Obligor agrees that the courts of England have jurisdiction to settle any disputes in connection with any Finance Document and accordingly submits to the jurisdiction of the
English courts.
|    
|34.2 | Service of process                                                                                                                                                                                                                       
|    
|     | Without prejudice to any other mode of service, each Obligor (other than an Obligor incorporated in England and Wales):                                                                                                                  
|    
|     | (a)                                                                                                                                                                                                                                      
|    
|     | (b)                                                                                                                                                                                                                                      
|    
|     | (c)                                                                                                                                                                                                                                      
|    
|     | (d)                                                                                                                                                                                                                                      
|    
|34.3 | Forum convenience and enforcement abroad                                                                                                                                                                                                 
|    
|     | Each Obligor:                                                                                                                                                                                                                            
|    
|     | (a)                                                                                                                                                                                                                                      
|    
|     | (b)                                                                                                                                                                                                                                      
|    

70


---

|34.4 | Non-exclusivity                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | Nothing in this Clause 34 limits the right of a Finance Party to bring proceedings against an Obligor in connection with any Finance Document:
|    
|     | (a)                                                                                                                                           
|    
|     | (b)                                                                                                                                           
|    
|35.  | GOVERNING LAW                                                                                                                                 
|    
|     | This Agreement is governed by and shall be construed in accordance with English law.                                                          
|    

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

71


---

SCHEDULE 1   ORIGINAL PARTIES   PART 1   BORROWERS Original Borrower
        Jurisdiction of IncorporationSyngenta Crop Protection AG
        SwitzerlandSyngenta Participations AG & Co SNC
        Luxembourg


72


---

PART 2 GUARANTORS   Original Guarantor
               Jurisdiction of IncorporationSyngenta Luxembourg Finance (#2) S.c.A.
               LuxembourgSyngenta Wilmington Inc.
               United States  73


---

PART 3 BANKS
     AND COMMITMENTS


|                                                                                          |             |              
|----------------------------------------------------------------------------------------- | ----------- | -------------
|Bank                                                                                      | Column 2   
|                                                                                          | Commitments
|                                                                                          | (U.S.$)    
|Citibank NA                                                                               |             | 123,000,000  
|                                                                                          |             |              
|HSBC Bank plc                                                                             |             | 123,000,000  
|                                                                                          |             |              
|Bank of America, N.A.                                                                     |             | 122,000,000  
|                                                                                          |             |              
|BBVA Ireland p.l.c.                                                                       |             | 122,000,000  
|                                                                                          |             |              
|BNP Paribas (Suisse) SA                                                                   |             | 122,000,000  
|                                                                                          |             |              
|Credit Suisse First Boston                                                                |             | 122,000,000  
|                                                                                          |             |              
|Lloyds TSB Bank plc.                                                                      |             | 122,000,000  
|                                                                                          |             |              
|Mizuho Corporate Bank, Ltd.                                                               |             | 122,000,000  
|                                                                                          |             |              
|The Royal Bank of Scotland plc                                                            |             | 122,000,000  
|                                                                                          |             |              
|Deutsche Bank Luxembourg S.A.                                                             |             | 80,000,000   
|                                                                                          |             |              
|Morgan Stanley Bank (in respect of Advances to be made
to U.S. Borrowers) and             |             |              
|Morgan Stanley Bank International Limited (in respect
    of all other Advances), jointly |             | 80,000,000   
|                                                                                          |             |              
|Standard Chartered Bank                                                                   |             | 80,000,000   
|                                                                                          |             |              
|UBS Limited                                                                               |             | 80,000,000   
|                                                                                          |             |              
|Westpac Banking Corporation                                                               |             | 80,000,000   
|                                                                                          |             |              
|Total                                                                                     | U.S.$       | 1,500,000,000
|                                                                                          |             |              
|                                                                                          |             |              

74


---

PART 4


U.S. SWINGLINE BANKS AND U.S. SWINGLINE COMMITMENTS

|U.S. Swingline Bank                                                                                  | U.S. Swingline
|---------------------------------------------------------------------------------------------------- | --------------
|                                                                                                     | Commitments   
|                                                                                                     | U.S.$         
|Citibank NA                                                                                          |               
|                                                                                                     |               
|HSBC Bank plc                                                                                        |               
|                                                                                                     |               
|Bank of America, N.A.                                                                                |               
|                                                                                                     |               
|BBVA Ireland p.l.c.                                                                                  |               
|                                                                                                     |               
|BNP Paribas (Suisse) SA                                                                              |               
|                                                                                                     |               
|Credit Suisse First Boston, acting through its Cayman                                                |               
|                                                                                                     |               
|Islands Branch                                                                                       |               
|                                                                                                     |               
|Lloyds TSB Bank plc.                                                                                 |               
|                                                                                                     |               
|Mizuho Corporate Bank, Ltd.                                                                          |               
|                                                                                                     |               
|The Royal Bank of Scotland plc                                                                       |               
|                                                                                                     |               
|Deutsche Bank Luxembourg S.A.                                                                        |               
|                                                                                                     |               
|Morgan Stanley Bank (in respect of U.S. Swingline Advances
to be made
to U.S. Borrowers) and         |               
|Morgan Stanley Bank International Limited (in respect of all other U.S. Swingline Advances), jointly |               
|                                                                                                     |               
|UBS AG, Stamford Branch                                                                              |               
|                                                                                                     |               
|Total                                                                                                | US$           
|                                                                                                     |               

75


---

PART 5


EURO SWINGLINE BANKS AND EURO SWINGLINE COMMITMENTS

|Euro Swingline Bank                                                | Euro Swingline
|------------------------------------------------------------------ | --------------
|                                                                   | Commitments   
|                                                                   | U.S.$         
|Citibank NA                                                        |               
|                                                                   |               
|HSBC Bank plc                                                      |               
|                                                                   |               
|Bank of America, N.A.                                              |               
|                                                                   |               
|BBVA Ireland p.l.c.                                                |               
|                                                                   |               
|BNP Paribas (Suisse) SA                                            |               
|                                                                   |               
|Credit Suisse First Boston                                         |               
|                                                                   |               
|Lloyds TSB Bank plc.                                               |               
|                                                                   |               
|Mizuho Corporate Bank, Ltd.                                        |               
|                                                                   |               
|The Royal Bank of Scotland plc                                     |               
|                                                                   |               
|Deutsche Bank Luxembourg S.A.                                      |               
|                                                                   |               
|Morgan Stanley Bank (in respect of euro Swingline Advances to be   |               
|made to U.S. Borrowers) and Morgan Stanley Bank International      |               
|Limited (in respect of all other euro Swingline Advances), jointly |               
|                                                                   |               
|UBS Limited                                                        |               
|                                                                   |               
|Total                                                              | US$           
|                                                                   |               

76


---

SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS
PART 1TO BE DELIVERED BEFORE THE FIRST ADVANCE

|1.  | Original Obligors                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 | A copy of the constitutional documents of the Original Obligors.                                                                                                                                                                                
|   
|1.2 | A copy of a resolution of the board of directors of the Original Obligors:                                                                                                                                                                      
|   
|    | (a)                                                                                                                                                                                                                                             
|   
|    | (b)                                                                                                                                                                                                                                             
|   
|    | (c)                                                                                                                                                                                                                                             
|   
|1.3 | a specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above;                                                                                                                                     
|   
|1.4 | a certificate of a director of the Parent confirming that the borrowing or guaranteeing of the Total Commitments in full would not cause any borrowing or guaranteeing limit (as applicable) binding on any Original Obligor to
be exceeded; and
|   
|1.5 | a certificate of an Authorised Signatory of the Parent certifying that each copy document specified in Part 1 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Signing
Date.               
|   
|2.  | Legal Opinion                                                                                                                                                                                                                                   
|   
|2.1 | A legal opinion of Allen & Overy LLP London in relation to English law.                                                                                                                                                                         
|   
|2.2 | A legal opinion of Allen & Overy LLP New York in relation to U.S. law.                                                                                                                                                                          
|   
|2.3 | A legal opinion of Allen & Overy Luxembourg in relation to Luxembourg law.                                                                                                                                                                      
|   
|2.4 | A legal opinion of Niederer Kraft & Frey in relation to Swiss law.                                                                                                                                                                              
|   
|3.  | Other documents                                                                                                                                                                                                                                 
|   
|3.1 | Original Group Accounts.                                                                                                                                                                                                                        
|   
|3.2 | Evidence of prepayment and cancellation in full of the Existing Facility on or before the first Utilisation Date.                                                                                                                               
|   

77


---

|3.3 | The latest audited annual financial statements for each Original Obligor (or, in the case of Syngenta Wilmington Inc, its latest financial statements) .                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.4 | For any Original Obligor which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its
appointment.                                                                                       
|   
|3.5 | Evidence that all fees and expenses then due and payable by the Obligors under the Finance Documents have been or will be paid on or before the first Utilisation Date.                                                                                                                                     
|   
|3.6 | A copy of any other authorisation or other document, opinion or assurance which the Agent notifies the Parent is necessary in connection with the entry into and performance of, and the transactions contemplated by, the
Finance Documents or for the validity and enforceability of any Finance Document.
|   

78


---

PART 2

TO BE DELIVERED BY AN ADDITIONAL BORROWER

|1.  | A Borrower Accession Agreement, duly executed by the Additional Borrower and the Parent.                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.  | A copy of the memorandum and articles of association and certificate of incorporation of the Additional Borrower.                                                                                                                                                                                                          
|   
|3.  | A copy of a resolution of the board of directors of the Additional Borrower:                                                                                                                                                                                                                                               
|   
|    | (a)                                                                                                                                                                                                                                                                                                                        
|   
|    | (b)                                                                                                                                                                                                                                                                                                                        
|   
|    | (c)                                                                                                                                                                                                                                                                                                                        
|   
|4.  | A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the
Borrower Accession Agreement or for the validity and enforceability of any Finance Document.
|   
|5.  | A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.                                                                                                                                                                                                                  
|   
|6.  | A certificate of a director of the Additional Borrower certifying that the borrowing of the Total Commitments in full would not cause any borrowing limit binding on it to be exceeded.                                                                                                                                    
|   
|7.  | The latest audited accounts of the Additional Borrower (if any).                                                                                                                                                                                                                                                           
|   
|8.  | A legal opinion of Allen & Overy LLP, legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance
Parties.                                                                                                      
|   
|9.  | A certificate of an Authorised Signatory of the Additional Borrower certifying that each copy document specified in Part 2 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than
the date of the Borrower Accession Agreement.                                                 
|   
|10. | For any Additional Borrower which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its
appointment.                                                                                                   
|   

79


---

PART 3

TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

|1.  | A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor.                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.  | A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Guarantor.                                                                                                                                                
|   
|3.  | A copy of a resolution of the board of directors of the Additional Guarantor:                                                                                                                                                                                                                                    
|   
|    | (a)                                                                                                                                                                                                                                                                                                              
|   
|    | (b)                                                                                                                                                                                                                                                                                                              
|   
|    | (c)                                                                                                                                                                                                                                                                                                              
|   
|4.  | If the lawyers referred to in paragraph 10 below advise it to be necessary, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the
transactions contemplated by, the Guarantor Accession Agreement.                     
|   
|5.  | A copy of a resolution of the Board of Directors of each corporate shareholder in the Additional Guarantor:                                                                                                                                                                                                      
|   
|    | (a)                                                                                                                                                                                                                                                                                                              
|   
|    | (b)                                                                                                                                                                                                                                                                                                              
|   
|6.  | A certificate of a director of the Additional Guarantor certifying that guaranteeing of the Total Commitments in full would not cause any borrowing limit binding on it to be exceeded.                                                                                                                          
|   
|7.  | A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor
Accession Agreement or for the validity and enforceability of any Finance Document.
|   
|8.  | A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.                                                                                                                                                                                                
|   
|9.  | A copy of the latest audited accounts of the Additional Guarantor.                                                                                                                                                                                                                                               
|   
|10. | A legal opinion of Allen & Overy LLP, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance
Parties.                                                                                           
|   
|11. | A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part 3 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than
the date of the Guarantor Accession Agreement.                                     
|   

80


---

|12. | For any Additional Guarantor which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its
appointment.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

81


---

SCHEDULE 3

CALCULATION OF THE MANDATORY COST

|1.  | General                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                     
|(a) | The Mandatory Cost is to compensate a Bank for the cost of compliance with:                                                                                                                                                                                                         
|   
|    | (i)                                                                                                                                                                                                                                                                                 
|   
|    | (ii)                                                                                                                                                                                                                                                                                
|   
|(b) | The Mandatory Cost is expressed as a percentage rate per annum.                                                                                                                                                                                                                     
|   
|(c) | The Mandatory Cost is the weighted average (weighted in proportion to the percentage share of each Bank in the relevant Advance) of the rates for the Banks calculated by the Agent in accordance with this Schedule on the
first day of a Term (or as soon as possible after then).
|   
|(d) | The Agent must distribute each amount of Mandatory Cost among the Banks on the basis of the rate for each Bank.                                                                                                                                                                     
|   
|(e) | Any determination by the Facility Agent pursuant to this Schedule will be, in the absence of manifest error, conclusive and binding on all the Parties.                                                                                                                             
|   

|2.  | For a Bank lending from a Facility Office
          in the U.K.                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                 
|(a) | The relevant rate for a Bank lending from a Facility Office in the U.K. is calculated in accordance with the following formulae:
|   
|    | for an Advance in Sterling:                                                                                                     
|   

| | AB + C(B  D) + E
x 0.01                                  |                    
| | --------------------------------------------------------- | -------------------
| |                                                           | per cent. per annum
| | 100  (A + C)                                             |                    
| |                                                           |                    
| | for any other Advance:                                    |                    
| |                                                           |                    
| |                                                           |                    
| | Ex 0.01                                                   |                    
| |                                                           | per cent. per annum
| | 300                                                       |                    
| |                                                           |                    
| | where on the day of application
          of the formula:

| |   |                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A | is the percentage of that Bank's eligible liabilities (in excess of any stated minimum) which the Bank of England requires it to hold on a non-interest-bearing deposit account in accordance with its cash ratio
requirements;
| |   |                                                                                                                                                                                                                                
| | B | is the percentage rate of LIBOR for the relevant Term;                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                
| | C | is the percentage (if any) of that Bank's eligible liabilities which the Bank of England requires it to place as an interest bearing special deposit;                                                                          
| |   |                                                                                                                                                                                                                                
| | D | is the percentage rate per annum payable by the Bank of England on interest bearing special deposits; and                                                                                                                      
| |   |                                                                                                                                                                                                                                

82


---

|    | E                                     | is calculated by the Agent as being the average
          of the rates of charge under the fees rules supplied by the Reference
          Banks to the Agent under paragraph (d) below and expressed in pounds
          per £1 million.                                  
|--- | ------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                       |                                                                                                                                                                                                                                                                           
|(b) | For the purposes of this paragraph 2:
|    |                                       |                                                                                                                                                                                                                                                                           
|    | (i)                                   | eligible liabilitiesandspecial deposit(s)have the meanings given to them at the time of application of the
formula pursuant to the Bank of England Act 1988 or (as appropriate) by the Bank of England;                                                                   
|    |                                       |                                                                                                                                                                                                                                                                           
|    | (ii)                                  | fees rulesmeans the then current rules on periodic fees in the Supervision Manual of the FSA Handbook or any other law or regulation as may then be in force for the payment of fees
for the acceptance of deposits;                                                      
|    |                                       |                                                                                                                                                                                                                                                                           
|    | (iii)                                 | fee tariffsmeans the fee tariffs specified in the fees rules under fee-block Category A1 (Deposit acceptors) (ignoring any minimum fee or zero rated fee required pursuant to the fees
rules but applying any applicable discount rate); and                              
|    |                                       |                                                                                                                                                                                                                                                                           
|    | (iv)                                  | tariff basehas the meaning given to it in, and will be calculated in accordance with, the fees rules.                                                                                                                                                                     
|    |                                       |                                                                                                                                                                                                                                                                           
|(c) | (i)                                   | In the application of the formulae, A, B,
               C and D are included as figures and not as percentages, e.g. if
               A = 0.5% and B = 15%, AB is calculated as 0.5 x 15. A negative
          result obtained by subtracting D from B is taken as zero.
|    |                                       |                                                                                                                                                                                                                                                                           
|    | (ii)                                  | Each rate calculated in accordance with a formula is, if necessary, rounded upward to four decimal places.                                                                                                                                                                
|   

|(d) | If requested by the Agent, each Reference Bank must, as soon as practicable after publication by the Financial Services Authority, supply to the Agent the rate of charge payable by that Reference Bank to the Financial
Services Authority under the fees rules for that financial year of the Financial Services Authority (calculated by that Reference Bank as being the average of the fee tariffs applicable to that Reference Bank for that financial year) and expressed
in pounds per £1 million of the tariff base of that Reference Bank.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(e) | Each Bank must supply to the Agent the information required by it to make a calculation of the rate for that Bank. In particular, each Bank must supply the following information on or prior to the date on which it becomes a
Bank:                                                                                                                                                                                                                                                                                                                
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | Each Bank must promptly notify the Agent of any change to the information supplied to it under this paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(f) | The percentages of each Bank for the purposes of A and C above and the rates of charge of each Reference Bank for the purpose of E above are determined by the Agent based upon the information supplied to it under paragraphs
(d) and (e) above. Unless a Bank notifies the Agent to the contrary, the Agent may assume that the Bank's obligations in respect of cash ratio deposits and special deposits are the same as those of a typical bank from its jurisdiction of
incorporation with a Facility Office in the U.K.                       
|   

83


---

|(g) | The Agent has no liability to any
               Party if its calculation over or under compensates any Bank. The
               Agent is entitled to assume that the information provided by any
               Bank or Reference Bank under this Schedule is true and correct
          in all respects.                                                                                                                                                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.  | For a Bank lending from a Facility
          Office in a Participating Member State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a) | The relevant rate for a Bank lending
               from a Facility Office in a Participating Member State is the
               percentage rate per annum notified by that Bank to the Agent.
               This percentage rate per annum must be certified by that Bank
               in its notice to the Agent as its reasonable determination of
               the cost (expressed as a percentage of that Bank's share in all
               Advances made from that Facility Office) of complying with the
               minimum reserve requirements of the European Central Bank in respect
          of Advances made from that Facility Office.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | If a Bank fails to specify a rate
               under paragraph (a) above, the Agent will assume that the Bank
          has not incurred any such cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.  | Changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a) | The Agent may, after consultation with the Parent and the Banks, determine and notify all the Parties of any amendment to this Schedule which is required to reflect:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(b) | If the Agent, after consultation with the Parent, determines that the Mandatory Cost for a Bank lending from a Facility Office in the U.K. can be calculated by reference to a screen, the Agent may notify all the Parties of
any amendment to this Agreement which is required to reflect this.                                                                                                                                                                                                                                                                                                                                                              
|   

84


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SCHEDULE 4

FORM OF REQUEST

|To:   |  | [HSBC BANK plc/HSBC BANK
                    USA, National Association] as [Agent/U.S. Swingline Agent/
          euro Swingline Agent *]
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                          
|From: |  | [BORROWER]                                                                                                                               
|      |  |                                                                                                                                          
|      |  | Date: [     ]                                                                                                                            
|      |  |                                                                                                                                          
|      |  | Syngenta AG  U.S.$[1,500,000,000]
                         Revolving Credit Agreementdated [      ], 2004                               
|      |  |                                                                                                                                          

|1. | We wish to utilise the Revolving Credit Facility and/or the Swingline Facility* by way of Advances*/Swingline Advances* as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                    

|(a) |  | Utilisation Date:                      |  | Revolving Credit Facility: |  | [     ]*
|--- |  | -------------------------------------- |  | -------------------------- |  | --------
|    |  |                                        |  | U.S. Swingline Facility:   |  | [     ]*
|    |  |                                        |  | euro Swingline Facility:   |  | [     ]*
|    |  |                                        |  |                            |  |         
|(b) |  | Requested Amount (including currency): |  | Revolving Credit Facility: |  | [     ]*
|    |  |                                        |  | U.S. Swingline Facility:   |  | [     ]*
|    |  |                                        |  | euro Swingline Facility:   |  | [     ]*
|    |  |                                        |  |                            |  |         
|(c) |  | Term:                                  |  | Revolving Credit Facility: |  | [     ]*
|    |  |                                        |  | U.S. Swingline Facility:   |  | [     ]*
|    |  |                                        |  | euro Swingline Facility:   |  | [     ]*
|    |  |                                        |  |                            |  |         
|(d) |  | Payment Instructions:                  |  | Revolving Credit Facility: |  | [     ]*
|    |  |                                        |  | U.S. Swingline Facility:   |  | [     ]*
|    |  |                                        |  | euro Swingline Facility:   |  | [     ]*

|2.  | We confirm that each condition specified in
Clause 4.2 (Further conditions precedent) is satisfied on the date
of this Request and this Advance would not cause any borrowing limit
binding on us to be exceeded.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                  
|By: |                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                  
|    | [BORROWER]Authorised Signatory                                                                                                                                                                                   

*Delete as appropriate

85

---

SCHEDULE 5FORMS OF ACCESSION DOCUMENTS
     PART 1
NOVATION CERTIFICATE

|To:   |  | [HSBC BANK plc] as Agent                                                                                            
|----- |  | --------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                     
|From: |  | [THE EXISTING BANK] and [THE NEW BANK]                                                                              
|      |  |                                                                                                                     
|      |  | Date: [      ]                                                                                                      
|      |  |                                                                                                                     
|      |  | Syngenta AG U.S.$[1,500,000,000]
          Revolving Credit Agreement
                dated [     ],
          2004
|      |  |                                                                                                                     

|We refer to Clause
          26.3 (Procedure for novations).
|------------------------------------------------------------
|                                                            
|1                                                           
|                                                            
|2                                                           
|                                                            
|3                                                           
|                                                            
|4                                                           

86


---

THE SCHEDULE  Rights and obligations to be novated


[Details of the rights and obligations of the Existing Bank to be novated].

|[New Bank]       |  |                      |  |                   
|---------------- |  | -------------------- |  | ------------------
|[Facility Office |  | Address for notices] |  |                   
|[Existing Bank]  |  | [New Bank]           |  | [               
]
|By:              |  | By:                  |  | By:               
|Date:            |  | Date:                |  | Date:             

87


---

PART 2
BORROWER ACCESSION AGREEMENT

|To:   |  | [HSBC BANK plc ] as Agent          
|----- |  | -----------------------------------
|      |  |                                    
|From: |  | [PROPOSED BORROWER] and Syngenta AG
|      |  |                                    
|      |  | [Date]                             
|      |  |                                    

Syngenta AG  U.S.$[1,500,000,000]
               Revolving Credit Agreement dated [              ], 2004 (the
     Credit Agreement)


[Name of company] of [Registered Office] (Registered no. [                 ]) (theProposed Borrower) agrees to become an Additional Borrower and to be bound by the
terms of the Credit Agreement as an Additional Borrower in accordance with Clause 26.4 (Additional Borrowers).

The address for notices of the Proposed Borrower for the purposes of Clause 32.2 (Addresses for notices) is:

[]

This Agreement is governed by English law.By:[PROPOSED BORROWER]Authorised SignatoryBy:SYNGENTA AGAuthorised Signatory

88


---

PART 3
     GUARANTOR
ACCESSION AGREEMENT

|To:   |  | [HSBC BANK plc] as Agent
|----- |  | ------------------------
|      |  |                         
|From: |  | [PROPOSED GUARANTOR]    
|      |  |                         
|      |  | Date: [          ]      
|      |  |                         

Syngenta AG  U.S.$[1,500,000,000]
                    Revolving Credit Agreement
dated [            ], 2004 (the Credit Agreement)

We refer to Clause 26.5 (Additional Guarantors).

We, [name of company] of [Registered Office] (Registered no. [           ]) agree to become an Additional Guarantor and to be bound by the terms of the Credit Agreement as an Additional Guarantor in accordance with Clause 26.5
(Additional Guarantors).

Our address for notices for the purposes of Clause 32.2 (Addresses for notices) is:

|[
|-
|]
| 

|                                      |  |   |  |                   
|------------------------------------- |  | - |  | ------------------
|This Deed is governed by English law. |  |   |  |                   
|                                      |  |   |  |                   
|Executed as a deed by                 |  | ) |  | Director          
|[PROPOSED GUARANTOR]                  |  | ) |  |                   
|acting by                             |  | ) |  | Director/Secretary
|And                                   |  | ) |  |                   

89


---

|SIGNATORIES                            
|---------------------------------------
|Parent                                 
|                                       
|SYNGENTA AG                            
|                                       
|By:
BERNARD BOLLAG                     
|                                       
|                                       
|Original Borrowers                     
|                                       
|SYNGENTA CROP PROTECTION AG            
|                                       
|By:
PETER SCHREINER                    
|                                       
|                                       
|SYNGENTA PARTICIPATIONS AG & CO SNC    
|                                       
|By:
BERNARD BOLLAG                     
|                                       
|                                       
|Original Guarantors                    
|                                       
|SYNGENTA LUXEMBOURG FINANCE (#2) S.C.A.
|                                       
|By:
BERNARD BOLLAG                     
|                                       
|                                       
|SYNGENTA WILMINGTON INC.               
|                                       
|By:
HENRY GRAEF                        

90


---

|Mandated Lead Arrangers          |  |                
|-------------------------------- |  | ---------------
|                                 |  |                
|CITIGROUP GLOBAL MARKETS LIMITED |  |                
|                                 |  |                
|By:
PETER BROWN                  |  |                
|                                 |  |                
|                                 |  |                
|HSBC BANK plc                    |  |                
|                                 |  |                
|By:
ED FLANDERS                  |  |                
|                                 |  |                
|                                 |  |                
|BANK OF AMERICA, N.A.            |  |                
|                                 |  |                
|By:
SIMON LINDOW                 |  |                
|                                 |  |                
|                                 |  |                
|BBVA IRELAND P.L.C.              |  |                
|                                 |  |                
|By:
PABLO VALLEJO                |  |                
|                                 |  |                
|                                 |  |                
|BNP PARIBAS (SUISSE) SA          |  |                
|                                 |  |                
|By:
KNUT ESPELER                 |  | E. HÄRKEGARD   
|                                 |  |                
|                                 |  |                
|CREDIT SUISSE FIRST BOSTON       |  |                
|                                 |  |                
|By:
GARRETT LYNSKEY              |  | SERGIO DI LIETO
|                                 |  |                
|                                 |  |                
|LLOYDS TSB BANK PLC.             |  |                
|                                 |  |                
|By:
COLIN BUTCHER                |  |                
|                                 |  |                
|                                 |  |                
|MIZUHO CORPORATE BANK, LTD.      |  |                
|                                 |  |                
|By:
PETER ELWELL                 |  |                
|                                 |  |                
|                                 |  |                
|THE ROYAL BANK OF SCOTLAND PLC   |  |                
|                                 |  |                
|By:
BRIAN ROWLEY                 |  |                

91


---

|Co-Arrangers                                |  |            
|------------------------------------------- |  | -----------
|                                            |  |            
|DEUTSCHE BANK LUXEMBOURG S.A.               |  |            
|                                            |  |            
|By:
     S. SCHEINER                        |  |            
|                                            |  |            
|                                            |  |            
|MORGAN STANLEY BANK INTERNATIONAL LIMITED   |  |            
|                                            |  |            
|By:
     JOCELYN MAGTOTO                    |  |            
|                                            |  |            
|                                            |  |            
|STANDARD CHARTERED BANK                     |  |            
|                                            |  |            
|By:
     SIMON WILLIAMS                     |  | TONY BEFORD
|                                            |  |            
|                                            |  |            
|UBS LIMITED                                 |  |            
|                                            |  |            
|By:
     LUKE JAGGAR                        |  | J. CAMPBELL
|                                            |  |            
|                                            |  |            
|WESTPAC BANKING CORPORATION ABN 33007457141 |  |            
|                                            |  |            
|By:
     ALAN JOHNSON                       |  |            
|                                            |  |            
|                                            |  |            
|Banks                                       |  |            
|                                            |  |            
|CITIBANK NA, LONDON                         |  |            
|                                            |  |            
|By:
     PETER BROWN                        |  |            
|                                            |  |            
|                                            |  |            
|HSBC BANK PLC                               |  |            
|                                            |  |            
|By:
     MARK HEPTINSTALL                   |  |            
|                                            |  |            
|                                            |  |            
|BANK OF AMERICA, N.A.                       |  |            
|                                            |  |            
|By:
     SIMON LINDOW                       |  |            

---

|BBVA IRELAND P.L.C.                       |  |                
|----------------------------------------- |  | ---------------
|                                          |  |                
|By:
PABLO VALLEJO                         |  |                
|                                          |  |                
|                                          |  |                
|BNP PARIBAS (SUISSE) SA                   |  |                
|                                          |  |                
|By:
KNUT ESPELER                          |  | E. HÄRKEGARD   
|                                          |  |                
|                                          |  |                
|CREDIT SUISSE FIRST BOSTON                |  |                
|                                          |  |                
|By:
GARRETT LYNSKEY                       |  | SERGIO DI LIETO
|                                          |  |                
|                                          |  |                
|LLOYDS TSB BANK PLC.                      |  |                
|                                          |  |                
|By:
COLIN BUTCHER                         |  |                
|                                          |  |                
|                                          |  |                
|MIZUHO CORPORATE BANK, LTD.               |  |                
|                                          |  |                
|By:
PETER ELWELL                          |  |                
|                                          |  |                
|                                          |  |                
|THE ROYAL BANK OF SCOTLAND PLC            |  |                
|                                          |  |                
|By:
BRIAN ROWLEY                          |  |                
|                                          |  |                
|                                          |  |                
|DEUTSCHE BANK LUXEMBOURG S.A.             |  |                
|                                          |  |                
|By:
S. SCHEINER                           |  |                
|                                          |  |                
|                                          |  |                
|MORGAN STANLEY BANK                       |  |                
|                                          |  |                
|By:
JOCELYN MAGTOTO                       |  |                
|                                          |  |                
|                                          |  |                
|MORGAN STANLEY BANK INTERNATIONAL LIMITED |  |                
|                                          |  |                
|By:
JOCELYN MAGTOTO                       |  |                

93


---

|STANDARD CHARTERED BANK                     |  |             
|------------------------------------------- |  | ------------
|                                            |  |             
|By:
SIMON WILLIAMS                          |  | TONY BEDFORD
|                                            |  |             
|                                            |  |             
|UBS LIMITED                                 |  |             
|                                            |  |             
|By:
LUKE JAGGAR                             |  | J. CAMPBELL 
|                                            |  |             
|                                            |  |             
|UBS AG, STAMFORD BRANCH                     |  |             
|                                            |  |             
|By:
WILFRED V. SAINT                        |  | SALLOZ SIKKA
|                                            |  |             
|                                            |  |             
|WESTPAC BANKING CORPORATION ABN 33007457141 |  |             
|                                            |  |             
|By:
ALAN JOHNSON                            |  |             
|                                            |  |             
|                                            |  |             
|Agent                                       |  |             
|                                            |  |             
|HSBC BANK plc                               |  |             
|                                            |  |             
|By:
MARK HEPTINSTALL                        |  |             
|                                            |  |             
|                                            |  |             
|U.S. Swingline Agent                        |  |             
|                                            |  |             
|HSBC BANK USA, National Association         |  |             
|                                            |  |             
|By:
MARK HEPTINSTALL                        |  |             
|                                            |  |             
|                                            |  |             
|euro Swingline Agent                        |  |             
|                                            |  |             
|HSBC BANK plc                               |  |             
|                                            |  |             
|By:
MARK HEPTINSTALL                        |  |             

94


---