Exhibit
4.1


 


CONFORMED
COPY


 


EURO 1,500,000,000


SYNDICATED REVOLVING
CREDIT AGREEMENT


 


 


Dated 16 August
2006


for

KONINKLIJKE KPN N.V.


with


ABN AMRO BANK N.V.


BANC OF AMERICA
SECURITIES LIMITED


BNP PARIBAS


CITIGROUP GLOBAL MARKETS
LIMITED


COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.


CREDIT SUISSE


DEUTSCHE BANK AG


FORTIS BANK (NEDERLAND)
N.V.


HVB BANQUE LUXEMBOURG
SOCIÉTÉ ANONYME


ING BANK N.V.


J.P. MORGAN PLC


and


THE ROYAL BANK OF
SCOTLAND PLC


as Mandated Lead
Arrangers


and


with

ABN AMRO BANK N.V.

acting as Facility Agent


ABN AMRO BANK N.V.

acting as Euro Swingline Agent


and


ABN AMRO BANK N.V.

acting as Dollar Swingline Agent

















CONTENTS


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  1. 

  	
  Definitions And Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 2

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  The Facility

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  2. 

  	
  The Facility

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  3. 

  	
  Purpose

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  4. 

  	
  Conditions Of Utilisation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  Utilisation

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  5. 

  	
  Utilisation

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  6. 

  	
  Optional Currencies

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 4

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Repayment, Prepayment And Cancellation

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  7. 

  	
  Repayment

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  8. 

  	
  Prepayment And Cancellation

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  Costs Of Utilisation

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  9. 

  	
  Interest

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  10. 

  	
  Interest Periods

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  11. 

  	
  Changes To The Calculation Of Interest

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  12. 

  	
  Fees

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  Additional Payment Obligations

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  13. 

  	
  Tax Gross Up

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  14. 

  	
  Increased Costs

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  15. 

  	
  Other Indemnities

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  16. 

  	
  Mitigation By The Lenders

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  17. 

  	
  Costs And Expenses

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  Guarantee

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  18. 

  	
  Guarantee And Indemnity

  	
   

  	
  36

  












 


	
  Section 8

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  Representations, Undertakings And Events Of
  Default

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  19. 

  	
  Representations And Warranties

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  20. 

  	
  Information Undertakings

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  21. 

  	
  General Undertakings

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  22. 

  	
  Events Of Default

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 9

  	
   

  	
  52

  
	
   

  	
   

  	
   

  
	
  Changes To Parties

  	
   

  	
  52

  
	
   

  	
   

  	
   

  
	
  23. 

  	
  Changes To The Lenders

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  24. 

  	
  Changes To The Obligors

  	
   

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 10

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
  The Finance Parties

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
  25. 

  	
  Role Of The Agents And The Mandated Lead Arrangers

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  26. 

  	
  Conduct Of Business By The Finance Parties

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  
	
  27. 

  	
  Sharing Among The Lenders

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 11

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  Administration

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  28. 

  	
  Payment Mechanics

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  29. 

  	
  Set-Off

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  30. 

  	
  Notices

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  31. 

  	
  Calculations And Certificates

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  32. 

  	
  Partial Invalidity

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
  33. 

  	
  Remedies And Waivers

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
  34. 

  	
  Amendments And Waivers

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
  35. 

  	
  Counterparts

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 12

  	
   

  	
  73

  
	
   

  	
   

  	
   

  
	
  Governing Law And Enforcement

  	
   

  	
  73

  
	
   

  	
   

  	
   

  
	
  36. 

  	
  Governing Law

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  37. 

  	
  Enforcement

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1
  THE LENDERS

  	
   

  	
  74

  
	
   

  	
  Part 1 The Original Lenders

  	
   

  	
  74

  
	
   

  	
  Part 2 The Swingline Lenders

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2
  CONDITIONS PRECEDENT

  	
   

  	
  76

  
	
   

  	
  Part 1 Conditions Precedent

  	
   

  	
  76

  
	
   

  	
  Part 2 Conditions Precedent Required To Be Delivered
  By An Additional Obligor

  	
   

  	
  78

  












 


	
  Schedule 3 UTILISATION REQUEST

  	
   

  	
  80

  
	
   

  	
   

  	
   

  
	
  Schedule 4
  FORM OF TRANSFER CERTIFICATE

  	
   

  	
  81

  
	
   

  	
   

  	
   

  
	
  Schedule 5
  TIMETABLES

  	
   

  	
  83

  
	
   

  	
   

  	
   

  
	
  Schedule 6
  MANDATORY COST FORMULAE

  	
   

  	
  84

  
	
   

  	
   

  	
   

  
	
  Schedule 7
  FORM OF ACCESSION LETTER

  	
   

  	
  87

  



 

















THIS AGREEMENT
is dated 16 August 2006 and made between:


(1)                                  KONINKLIJKE KPN N.V. having its seat (statutaire
zetel) in The Hague, The Netherlands (the “Company”);


(2)                                  KONINKLIJKE KPN N.V. having its seat (statutaire
zetel) in The Hague, The Netherlands, as guarantor (the “Original  Guarantor”);


(3)                                  ABN AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, BNP PARIBAS,
CITIGROUP GLOBAL MARKETS LIMITED, COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., CREDIT SUISSE, DEUTSCHE BANK AG, FORTIS BANK
(NEDERLAND) N.V., HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME, ING BANK N.V., J.P.
MORGAN PLC and THE ROYAL BANK OF SCOTLAND PLC as mandated lead
arrangers (the “Mandated Lead Arrangers”);


(4)                                  THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders and swingline lenders (the “Original Lenders”);


(5)                                  ABN AMRO BANK N.V. as facility agent (the “Facility Agent”);


(6)                                  ABN AMRO BANK N.V. as euro swingline agent (the “Euro Swingline Agent); and


(7)                                  ABN AMRO BANK N.V. as dollar swingline agent (the “Dollar Swingline Agent”).


IT IS AGREED as
follows:


SECTION 1


INTERPRETATION


1.                                       definitions and interpretation


1.1                                 Definitions


In this Agreement:


“Accession
Letter” means a document substantially in the form set out in
Schedule 7 (Form of Accession Letter).


“Additional
Borrower” means a company which becomes an Additional Borrower in
accordance with Clause 24 (Changes to the Obligors).


“Additional
Guarantor” means a company which becomes an Additional Guarantor in
accordance with Clause 24 (Changes to the Obligors).


“Additional
Obligor” means an Additional Borrower or Additional Guarantor.


“Advance”
means an advance made or to be made under the Facility (including, unless the
context otherwise requires, any Swingline Advance) or the principal amount
outstanding for the time being of that advance.



 1
 








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


“Agents” means the Euro Swingline Agent, the
Dollar Swingline Agent and the Facility Agent, and “Agent” means, as the context may require, any of them.


“Agent’s Spot
Rate of Exchange” means the Facility Agent’s spot rate of exchange
for the purchase of the relevant currency with the Base Currency in its local
foreign exchange market at or about 11:00 a.m. on a particular day.


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption,
filing or registration.


“Available Commitment” means a Lender’s Commitment minus:


(a)                                  the
Base Currency Amount of its participation in any outstanding Advances; and


(b)                                 in
relation to any proposed Utilisation, the Base Currency Amount of its
participation in any Advances that are due to be made on or before the proposed
Utilisation Date,


other than, in either
case, the Base Currency Amount of that Lender’s participation in any Advances
that are due to be repaid or prepaid on or before the proposed Utilisation
Date.


“Available
Facility” means the aggregate for the time being of each Lender’s
Available Commitment.


“Available Swingline Commitment” means a Swingline Lender’s
Swingline Commitment minus:


(a)                                  the
Base Currency Amount of its participation in any outstanding Swingline
Advances; and


(b)                                 in
relation to any proposed Utilisation by way of a Swingline Advance, the Base
Currency Amount of its participation in any Swingline Advances that are due to
be made on or before the proposed Utilisation Date,


other than, in either
case, that Swingline Lender’s participation in any Swingline Advances that are
due to be repaid or prepaid on or before the proposed Utilisation Date.


“Available
Swingline Facility” means the aggregate for the time being of each
Swingline Lender’s Available Swingline Commitment.


“Availability
Period” means the period from and including the date of this
Agreement to and including the date falling one week prior to the Termination
Date.


“Base
Currency” means euro.


“Base
Currency Amount” means, in relation to an Advance, the amount
specified in the Utilisation Request delivered by a Borrower for that Advance
(or, if the amount requested is not denominated in the Base Currency, that
amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on
the date which is 3 Business Days before the Utilisation



 2
 








Date (or, if later, on
the date the Facility Agent receives the Utilisation Request) adjusted to
reflect any repayment or prepayment of the Advance.


“Borrower”
means the Company or an Additional Borrower unless it has ceased to be a
Borrower in accordance with Clause 24 (Changes to the Obligors).


“Borrowings” means:


(a)                                  any
indebtedness for moneys borrowed and debit balances at banks and other
financial institutions;


(b)                                 any
indebtedness raised by acceptance under any credit facility opened by a bank or
other financial institution;


(c)                                  any
indebtedness under any bonds, notes, debentures, loan stock or other security;


(d)                                 any
payment obligations under any lease which would, in accordance with IFRS (as
used in the Company’s most recent audited annual consolidated financial
statements from time to time), be treated as a finance or capital lease;


(e)                                  any
derivative transaction entered into in connection with protection against or
fluctuation in any rate or price (and when calculating the value of any
derivative transaction, only the marked to market value shall be taken into
account);


(f)                                    proceeds
raised under any Securitisation Transaction;


(g)                                 receivables
sold or discounted (other than any receivables to the extent they are sold on a
non-recourse basis) and which would, in accordance with IFRS (as used in the
Company’s most recent audited annual consolidated financial statements from
time to time), be treated as a borrowing;


(h)                                 any
amount of any liability under an advance or deferred purchase agreement if the
agreement is in respect of the supply of assets or services and payment is due
more than 180 days past the period customarily allowed by the relevant supplier
for deferred payment but only in circumstances where the aggregate outstanding
liability to any supplier or provider (including their respective affiliates)
exceeds euro 50,000,000;


(i)                                     any
indebtedness in respect of an arrangement pursuant to which a person has the
right to reacquire an asset sold or otherwise disposed of by that person
(whether following the exercise of an option or otherwise) and which would, in
accordance with IFRS (as used in the Company’s most recent audited annual
consolidated financial statements from time to time), be treated as a
borrowing;


(j)                                     any
shares which are redeemable (other than for ordinary shares) by holders thereof
(other than any Specified Preference Shares which have been outstanding for
less than 2 years from their date of issue);



 3
 








(k)                                  any
indebtedness having the commercial effect of a borrowing and which would, in
accordance with IFRS (as used in the Company’s most recent audited annual
consolidated financial statements from time to time), be treated as a
borrowing; and


(l)                                     any
indebtedness (actual or contingent) under any guarantee, indemnity and/or other
form of assurance against financial loss by any Group Company in respect of any
indebtedness of any person of a type referred to in paragraphs (a) to (k)
above.


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


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


exceeds:


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


excluding any Margin or
other loss of profit.


“Business Day” means a day (other than a Saturday or Sunday)
on which banks are open for general business in London and The Netherlands and:


(a)                                  (in
relation to any date for payment or purchase of a currency other than euro) the
principal financial centre of the country of that currency; or


(b)                                 (in
relation to any date for payment or purchase of euro) any TARGET Day.


“Cash-backed
Borrowings” means Borrowings under equipment leases to the extent
matched by cash balances or other forms of defeasance instrument (but only to
the extent such instruments are cash-backed) held by or for the benefit of the
relevant Group Companies which are the lessees under such leases or other Group
Companies and which are only available for application against those
Borrowings.


“Commitment” means:


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


(b)                                 in
relation to any other Lender, the aggregate amount of any Commitments
transferred to it under this Agreement,


to the extent not
cancelled, reduced or transferred by it under this Agreement (and, in the case
of a Swingline Lender, its Commitment shall include its Swingline Commitment).



 4
 








“Default”
means an Event of Default or an event which, with the giving of notice, lapse
of time, determination of materiality or fulfilment of any other applicable
condition (or any combination of any of the foregoing) would constitute an
Event of Default.


“DNB”
means the Dutch Central Bank (De Nederlandsche Bank N.V.)


“Dollar Swingline Advance” means any
Swingline Advance denominated in dollars.


“Dollar Swingline Rate” means, at any time, the higher of:


(a)                                  the
Prime Rate; and


(b)                                 the
Federal Funds Rate plus 0.50 per cent. per annum.


“Dutch
Borrower” means the Company and any Additional Borrower which is
incorporated or established in The Netherlands.


“EURIBOR” means, in relation to any Advance in euro:


(a)                                  the
applicable Screen Rate; or


(b)                                 (if
no Screen Rate is available for the period of that Advance, and in the case of
any Euro Swingline Advance) the arithmetic mean of the per annum rates (rounded
upwards to four decimal places) as supplied to the Facility Agent at its
request quoted by the Reference Banks to leading banks in the European
Interbank Market,


as of the Specified Time
on the Quotation Day (or, in the case of a Euro Swingline Advance, on the
Utilisation Date for that Advance) for the offering of deposits in euro for a
period comparable to the Interest Period of the relevant Advance.


“European
Interbank Market” means the interbank market for euro operating in
Europe.


“Euro
Swingline Advance” means any Swingline Advance denominated in Euros.


“Euro
Swingline Rate” means, at any time, the aggregate of:


(a)                                  EURIBOR;


(b)                                 Margin;
and


(c)                                  Mandatory Costs, if
any.


“Event of Default” means any event or circumstance specified
as such in Clause 22 (Events of Default).


“Exemption
Regulation” means the exemption regulation dated 26 June 2002 of the
Ministry of Finance of the Netherlands (as amended from time to time), as
promulgated in connection with the Dutch Act on the Supervision of Credit
Institutions 1992 (Wet toezicht kredietwezen
1992).


“Executive
Officer” means a member of the board of management of the Company.



 5
 








“Facility”
means the euro 1,500,000,000 loan facility made available to the Company under
this Agreement as described in Clause 2.1 (The Facility)
incorporating the Swingline Facility.


“Facility
Office” means:


(a)                                  in
relation to a Lender (other than in such Lender’s capacity as a Swingline
Lender) the office(s) notified by a Lender to the Facility Agent:


(i)                                     on
or before the date it becomes a Lender; or


(ii)                                  by
not less than five Business Days’ notice,


as the office(s) through
which it will perform its obligations under this Agreement; and


(b)                                 in
relation to a Swingline Lender in respect of Dollar Swingline Advances (unless
otherwise stated in Part 2 of Schedule 1 (The Swingline Lenders)),
its office in the United States of America in the same time zone as New York
City or, in respect of Euro Swingline Advances its office in London or a
Participating Member State in each case notified by a Swingline Lender to the
Facility Agent:


(i)                                     on
or before the date it becomes a Swingline Lender; or


(ii)                                  by
not less than five Business Days’ notice,


as the office(s) through which it will perform its obligations under
this Agreement.


“Federal Funds Rate” means, for any period, a fluctuating
interest rate per annum equal for each day during such period to:


(a)                                  the
weighted average of the rate on overnight federal funds transactions with
members of the United States Federal Reserve System arranged by federal funds
brokers as published for such day (or, if such day is not a New York Business
Day, for the next preceding New York Business Day) by the Federal Reserve Bank
of New York; or


(b)                                 if
such rate is not so published for any day which is a New York Business Day, the
average of the quotations for such transactions received by the Dollar
Swingline Agent from three federal funds brokers of recognised standing
selected by it.


“Fee Letter”
means any letter or letters between the Mandated Lead Arrangers and the Company
or an Agent and the Company setting out any of the fees referred to in Clause
12 (Fees).


“Finance
Document” means this Agreement, any Fee Letter, any Accession Letter
and any other document designated as such by the Facility Agent and the
Company.


“Finance
Party” means any of the Agents, the Mandated Lead Arrangers and the
Lenders.


“Group” means the Company and its Subsidiaries from time to
time and “Group Company” means any one of them.



 6
 








“Guarantor” means the Original Guarantor or an Additional
Guarantor unless it has ceased to be a Guarantor in accordance with Clause 24
(Changes to the Obligors).


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


“IFRS” means international accounting standards and related
interpretations issued, adopted or amended from time to time by the
International Accounting Standards Board and adopted by the European Commission
pursuant to EC Regulation No. 1606/2002 of the European Parliament and of the
Council of 19 July 2002.


“Interest Period” means, in relation to an Advance, each
period determined in accordance with Clause 10 (Interest
Periods) and, in relation to an Unpaid Sum, each period determined
in accordance with Clause 9.3 (Default interest).


“Lender” means:


(a)                                  any
Original Lender; and


(b)                                 any
bank or financial institution which has become a Party as a Lender in
accordance with Clause 23 (Changes to the Lenders),


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


“LIBOR” means, in relation to any Advance (other than an
Advance in euro):


(a)                                  the
applicable Screen Rate; or


(b)                                 (if
no Screen Rate is available for the currency or period of that Advance) the
arithmetic mean of the per annum rates (rounded upwards to four decimal places)
as supplied to the Facility Agent at its request quoted by the Reference Banks
to leading banks in the London Interbank Market,


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


“London
Interbank Market” means the interbank market operating in London.


“Majority Lenders” means:


(a)                                  until the Total Commitments have been reduced to
zero, a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been
reduced to zero and there are no Advances then outstanding, aggregated more
than 662/3% of the Total Commitments immediately prior to the reduction); or


(b)                                 at any other time, a Lender or Lenders whose
participations in the Advances then outstanding aggregate more than 662/3% of all the Advances then outstanding.


“Mandatory Cost” means the percentage rate per annum
calculated by the Facility Agent in accordance with Schedule 6 (Mandatory Cost Formulae).



 7
 








“Margin”
means, for the period from and including the date of this Agreement to and
including the fifth anniversary of this Agreement, 0.175% per annum and
thereafter 0.20% per annum.


“Material Adverse Effect” means a
material adverse effect on the ability of the Obligors taken as a whole to
perform their payment obligations under this Agreement.


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


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


(b)                                 if
there is no numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in that
calendar month; and


(c)                                  if
an Interest Period begins on the last Business Day of a calendar month, that
Interest Period shall end on the last Business Day in the calendar month in which
that Interest Period is to end.


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


“New York
Business Day” means a day on which federal funds transactions are
carried on in New York City.


“Obligor”
means a Borrower or a Guarantor.


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


“Original
Facility Agreement” means the euro 1.5 billion credit agreement
dated 17 August 2004 between, inter alia, the
Company as borrower, ABN AMRO Bank N.V., Banc of America Securities Limited,
BNP Paribas, Citigroup Global Markets Limited, Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., Credit Suisse First Boston, Deutsche Bank AG,
Fortis Bank (Nederland) N.V., HVB Banque Luxembourg Société Anonyme, ING Bank
N.V., J.P. Morgan PLC and The Royal Bank of Scotland plc as Mandated Lead
Arrangers, ABN AMRO Bank N.V. as Facility Agent, Euro Swingline Agent and
Dollar Swingline Agent and the financial institutions referred to therein as
lenders.


“Original
Group Financial Statements” means the audited consolidated financial
statements of the Group for the year ended 31 December 2005.


“Outstandings”
means the aggregate of the Base Currency Amount from time to time of each of
the outstanding Advances.


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



 8
 








“Party”
means a party to this Agreement and includes its successors in title, permitted
assigns and permitted transferees.


“PMP”
means a “professional market party” within the meaning of the Exemption
Regulation.


“Policy Guidelines”
means the 2005 DNB’s Policy Guidelines (issued in relation to the Exemption
Regulation) dated 29 December 2004 (Beleidsregel 2005
kernbegrippen markttoetreding en handhaving Wtk 1992) (as amended
from time to time).


“Prime Rate” means, in respect of any Dollar Swingline
Advance, for any day, the rate per annum which is the prime rate of the Dollar
Swingline Agent in New York City, as publicly announced from time to time, in
force on such date.


“Principal Subsidiary” means any
Subsidiary of the Company whose total assets or revenues calculated from the
then latest audited financial statements of that Subsidiary represent not less
than ten per cent. (10%) of total assets or revenues of the Group calculated
from the then latest audited consolidated financial statements of the Group.


“Project Borrower” means any person which incurs a Project
Borrowing.


“Project Borrowing” means any Borrowing to finance or
refinance a project:


(a)                                  which
is incurred or issued by a single purpose company or other single purpose legal
entity (whether or not a Group Company) whose principal assets and business
together with the principal assets and business of its wholly-owned
Subsidiaries 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 other Group Company except:


(i)                                     upstream
guarantees given by wholly owned Subsidiaries of that single purpose company
(or other single purpose legal entity);


(ii)                                  Security
over (1) the shares or other right of ownership in that company or entity or
(2) Borrowings of that company or entity from Group Companies; or


(iii)                               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
Group Company) have no recourse whatsoever to any Group Company for the
repayment of or payment of any sum relating to such Borrowing other than:


(i)                                     recourse
to the borrower for amounts limited to the aggregate cash flow or net cash flow
(other than historic cash flow or historic net cash flow except to the extent
that this has funded cash collateral or other collateral that can be used to
repay that Borrowing without enforcement action by such person or persons) from
such project; and/or



 9
 








(ii)                                  recourse
to the borrower for the purpose only of enabling amounts to be claimed in
respect of that Borrowing in an enforcement of any Security given by the
borrower over the assets comprised in the project to secure that Borrowing or
any recourse referred to in (iii) below, provided that:


(1)                                  the
extent of such recourse to the borrower is limited solely to the amount of any
recoveries made on any such enforcement; and


(2)                                  such
person or persons are not entitled, by virtue of any right or claim arising out
of or in connection with such Borrowing, to commence proceedings for the
winding up or dissolution of the borrower or to appoint or procure the appointment
of any receiver, trustee or similar person or official in respect of the
borrower or any of its assets (save for the assets the subject of such
Security); and/or


(iii)                               recourse
to such borrower generally, or directly or indirectly to a Group Company under
any form of completion guarantee, assurance or undertaking, which recourse is
limited to a claim for damages (other than liquidated damages and damages
required to be calculated in a specified way) for breach of an obligation (not
being a payment obligation or an obligation to procure payment by another or an
obligation to comply or to procure compliance by another with any financial
ratios or other test of financial condition) by the person against whom such
recourse is available; or


(c)                                  which
the Majority Lenders shall have agreed in writing to treat as a Project
Borrowing for the purposes of the Finance Documents.


“Quotation Day” means, in relation to
any period for which an interest rate is to be determined (other than in
respect of a Swingline Advance):


(a)                                  (if the currency is sterling) the first day of
that period;


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


(c)                                  (for
any other currency) two Business Days (which for these purposes only shall mean
a day on which banks are open for general business in London) before the first
day of that period,


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


“Reference Banks” means ABN AMRO Bank N.V. (London
Branch), Citibank, N.A. (London
Branch) and Deutsche Bank Luxembourg, S.A.
and/or such offices of such other banks as may be appointed by the Facility
Agent and the Company.


“Relevant Interbank Market” means:



 10
 








(a)                                  in relation to euro, the European Interbank
Market; or


(b)                                 in relation to any other currency, the London
Interbank Market.


“Repeating Representations” means each of the representations
referred to in Clause 19.11(b) (Times for making
representations and warranties).


“Rollover Advance” means one or more
Advances (other than Swingline Advances):


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


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


(c)                                  in
the same currency as the maturing Advance (unless it arose as a result of the
operation of Clause 6.2 (Unavailability of a
currency)); and


(d)                                 made
or to be made to a Borrower for the purpose of refinancing a maturing Advance
previously drawn by such Borrower.


“Screen Rate” means:


(a)                                  in
relation to LIBOR, the British Bankers Association Interest Settlement Rate for
the relevant currency and period; and


(b)                                 in
relation to EURIBOR, the percentage rate per annum determined by the Banking
Federation of the European Union for the relevant period,


displayed on the
appropriate page of the Reuters screen. 
If the agreed page is replaced or service ceases to be available, the
Facility Agent may specify another page or service displaying the appropriate
rate after consultation with the Company and the Lenders.


“Securitisation
Transaction” means any transaction under which Borrowings are raised
by any person in circumstances where the creditor(s) in respect of such
Borrowings:


(a)                                  have
recourse to receivables or other identified assets or to a loan secured on
receivables or such other assets of that person; and


(b)                                 are
special purpose vehicles established for the purpose of issuing securities
backed by those receivables and assets or loans.


“Security”
means any mortgage, charge, assignment by way of security or subject to a
proviso for redemption, pledge, hypothecation, lien or other security interest.


“Specified
Preference Shares” means any B preference shares of twenty four
eurocent (euro 0.24) that may be issued in the future to the Foundation
Preference Shares BKPN (Stichting Preferente
Aandelen B KPN).


“Specified Time” means a time determined in accordance with
Schedule 5 (Timetables).


“Subordinated Indebtedness” means any indebtedness of the
Company with terms (in the case of a public issue, standard for the market or,
in any other case, acceptable to the Majority Lenders) as to maturity, payment
of interest, principal, early repayment events and other



 11
 








rights
on default and insolvency, subordinate to those of the Finance Parties under
the Finance Documents.


“Subsidiary” means an entity from time to time of which
another person (and/or one or more of its subsidiaries) either (a) by having
beneficial ownership, directly or indirectly of more than 50 per cent. of the issued
share capital of such entity; or (b) pursuant to an agreement with other
persons, entitled to vote or otherwise, can:


(a)                                  exercise solely or jointly more than 50 per
cent. of the voting rights attached to the issued share capital of such entity
at a general meeting of such entity; or


(b)                                 appoint or dismiss solely or jointly, more than
50 per cent. of the board of directors or of the supervisory board members of
such entity, if all persons entitled to vote were to cast their vote.


“Swingline
Advance” means any advance made or to be made under the Swingline
Facility pursuant to a Utilisation Request under Clause 5.5  (Delivery of a Utilisation Request for a Swingline Advance).


“Swingline Agent” means the Euro Swingline
Agent or the Dollar Swingline Agent, as appropriate.


“Swingline Commitment” means:


(a)                                  in
relation to an Original Lender which is a Swingline Lender, the amount set
opposite its name under the heading “Swingline Commitment”
in Part 2 of Schedule 1 (The Swingline Lenders)
and the amount of any other Swingline Commitment transferred to it under this
Agreement; and


(b)                                 in
relation to any other Swingline Lender, the amount of any Swingline Commitment
transferred to it under this Agreement,


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


“Swingline
Facility” means the swingline facility forming part of the Facility
as described in Clause 2.1 (The Facility).


“Swingline Lender” means:


(a)                                  any
Original Lender whose name is set out in Part 2 of Schedule 1 (The Swingline Lenders); and


(b)                                 any
bank or financial institution which has become a Party as a Lender in
accordance with Clause 23 (Changes to the Lenders)
and to whom a Swingline Commitment has been transferred,


which in each case has
not ceased to have a Swingline Commitment.


“TARGET” means the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system.



 12
 








“TARGET Day” means any day on which TARGET is open for the
settlement of payments in euro.


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


“Termination
Date” means the seventh anniversary of the date of this Agreement.


“Total Commitments”
means the aggregate of the Commitments, being euro 1,500,000,000 at the
date of this Agreement.


“Total
Outstandings” means the aggregate from time to time of the
Outstandings.


“Total
Swingline Commitments” means the aggregate of the Swingline Commitments,
being euro 500,000,000 at the date of this Agreement.


“Transfer
Certificate” means a certificate substantially in the form set out
in Schedule 4 (Form of Transfer
Certificate) or any other form agreed between the Facility Agent and
the Company.


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


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


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


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


“Utilisation”
means a utilisation of the Facility.


“Utilisation
Date” means the date of a Utilisation, being the date on which an
Advance is to be made.


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


“VAT” means value added tax as provided for in the Value
Added Tax Act 1994 and any other tax of a similar nature.


“Verifiable PMP” means a PMP whose
status as such may be determined on the basis of:


(i)                                         its
entry in a public register (including on-line registers available on the
internet) of DNB;


(ii)                                      its
rating as provided by a rating agency approved by DNB and as it appears from
any public register and/or written statement of such rating agency;


(iii)                                   its
balance sheet, as confirmed by an auditor’s statement showing a value of its
assets as per the last day of the preceding calendar year of at least euro
500,000,000 (or such other amount and/or at such other time as may be required
pursuant to the Exemption Regulation); or



 13
 








(iv)                                  a
public register published by a regulator other than DNB.


1.2                                 Construction


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


(i)                                     “assets” includes present and future properties, revenues and
rights of every description;


(ii)                                  a
“Finance Document” or any other
agreement or instrument is a reference to that Finance Document or other
agreement or instrument as amended or novated;


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


(iv)                              “know your customer requirements” are the identification
checks that a Finance Party requests in order to meet its obligations under any
applicable law or regulation to identify a person who is (or is to become) its
customer;


(v)                                 a
“person” includes any person, firm,
company, corporation, government, state or agency of a state or any
association, bank, financial institution, fund, incorporated association, trust
or partnership (whether or not having separate legal personality) or two or
more of the foregoing;


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


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


(viii)                        unless a contrary
indication appears, a time of day is a reference to London time.


(b)                                 Where
there is a reference in this Agreement to any amount, limit or threshold
specified in euro, in ascertaining whether or not that amount, limit or
threshold has been attained, broken or achieved, as the case may be, a non-euro
amount shall be counted on the basis of the equivalent in euro of that amount
using the Agent’s Spot Rate of Exchange.


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


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


(e)                                  A
Default (including an Event of Default) is “continuing”
if it has not been remedied or waived.



 14
 








1.3                                 Currency
Symbols and Definitions


“euro”
denotes the single currency unit of the European Union as constituted by the
Treaty of Rome (as amended), “$” and “dollars” denote the lawful currency of the United States of
America and “£” and “sterling”
denote the lawful currency of the United Kingdom.


1.4                                 Third
Party Rights


A person who is not a
Party has no right under the Contract (Rights of Third Parties) Act 1999 to
enforce any term of this Agreement.



 15

















SECTION 2

THE FACILITY


2.                                       THE
FACILITY


2.1                                 The
Facility


Subject to the terms of
this Agreement, the Lenders make available to the Borrower a multicurrency
revolving credit facility in a maximum aggregate amount of
euro 1,500,000,000 (the “Facility”),
including by way of a sub-limit to the Facility a revolving swingline facility
(the “Swingline Facility”) available in
dollars and euros in a maximum aggregate amount of euro 500,000,000.


2.2                                 Lenders’
rights and obligations


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


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


(c)                                  A
Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents provided
that if a Lender commences proceedings in respect of any such rights
it shall notify the Facility Agent as soon as practicable thereafter and the
Facility Agent shall notify the other Lenders accordingly.


2.3                                 Obligors’ representative


Each Obligor irrevocably
authorises the Company to give and receive as representative on its behalf all
notices (including Utilisation 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 on its
behalf and confirms that it will be bound by any action taken by the Company
under or in connection with the Finance Documents.


2.4                                 Actions of Company


The respective
liabilities of each of the Obligors under the Finance Documents shall not be in
any way affected by:


(a)                                  any
irregularity (or purported irregularity) in any act done by or any failure (or
purported failure) by the Company; or


(b)                                 the
Company acting (or purporting to act) in any respect outside any authority
conferred upon it by any Obligor; or


(c)                                  the
failure (or purported failure) by, or inability (or purported inability) of,
the Company to inform any Obligor of receipt by it of any notification under a
Finance Document.



 16
 









3.                                       PURPOSE


3.1                                 Purpose


Each Borrower shall apply
all amounts borrowed by it under the Facility for the purpose of refinancing
existing indebtedness of Group Companies, for general corporate purposes and
for working capital purposes of the Group.


3.2                                 Monitoring


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


4.                                       CONDITIONS OF UTILISATION


4.1                                 Initial
conditions precedent


No Borrower may deliver a
Utilisation Request unless the Facility Agent has received all of the documents
and other evidence listed in Schedule 2 Part 1 (Conditions
Precedent) in form and substance reasonably satisfactory to the
Facility Agent.  The Facility Agent shall
notify the Company and the Lenders promptly upon being so satisfied.


4.2                                 Further conditions precedent


(a)                                  The
Lenders will only be obliged to comply with Clause 5.4 (Lenders’
participation), and the Swingline Lenders will only be obliged to
comply with Clause 5.8 (Swingline Lenders’
participation), if on the date of the Utilisation Request and on the
proposed Utilisation Date:


(i)                                     except
in the case of a Rollover Advance:


(1)                                  no
Default is continuing or would result from the proposed Advance; and


(2)                                  the
Repeating Representations to be made by each Obligor are true in all material
respects,


(ii)                                  in
the case of a Rollover Advance, no notice has been given by the Facility Agent
under Clause 22.13 (Acceleration).


(b)                                 An
Advance will not be made if it would result in


(i)                                     the
Base Currency Amount of all Advances exceeding the Total Commitments; or


(ii)                                  the
Base Currency Amount of all Swingline Advances exceeding the Total Swingline
Commitments.


4.3                                 Conditions relating to Optional Currencies


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


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



 17
 









(ii)                                  it
is dollars or sterling or has been approved by the Facility Agent (acting on
the instructions of all the Lenders) on or prior to receipt by the Facility
Agent of the relevant Utilisation Request for that Loan.


(b)                                 If
the Facility Agent has received a written request from the Company for a
currency to be approved under paragraph (a)(ii) above, the Facility Agent will,
as soon as reasonably practicable, confirm to the Company:


(i)                                     whether
or not the Lenders have granted their approval; and


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


4.4                                 Maximum number of Advances


(a)                                  A
Borrower may not deliver a Utilisation Request if, as a result of the proposed
Utilisation, more than 10 Advances (other than Swingline Advances) would be
outstanding or, in the case of Swingline Advances if, as a result of the
proposed Utilisation, more than 10 Swingline Advances would be outstanding.


(b)                                 Any
Advance made by a single Lender under Clause 6.2 (Unavailability
of a currency) shall not be taken into account in this Clause 4.4.



 18
 









SECTION 3

UTILISATION


5.                                       UTILISATION


5.1                                 Delivery of a Utilisation Request


A Borrower may utilise
the Facility (other than for the purpose of drawing Swingline Advances, which
may be drawn in accordance with Clause 5.5 (Delivery of a Utilisation Request
for a Swingline Advance)) by delivery to the Facility Agent of a duly completed
Utilisation Request not later than the Specified Time.


5.2                                 Completion of a Utilisation Request


(a)                                  Each
Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request) is irrevocable and will
not be regarded as having been duly completed unless:


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


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


(iii)                               the
proposed Interest Period complies with Clause 10 (Interest
Periods).


(b)                                 Only
one Advance may be requested in each Utilisation Request delivered to the
Facility Agent pursuant to Clause 5.1 (Delivery of a Utilisation
Request).


5.3                                 Currency
and amount


(a)                                  The
currency specified in a Utilisation Request delivered to the Facility Agent
pursuant to Clause 5.1 (Delivery of a Utilisation
Request) must be the Base Currency or an Optional Currency.


(b)                                 The
amount of the proposed Advance must be an amount which is:


(i)                                     if
the currency selected is the Base Currency, a minimum of euro 25,000,000
(or, if less, the remainder of the Available Facility); or


(ii)                                  if
the currency selected is dollars, a minimum of $25,000,000 (or, as the case may
be, an amount whose Base Currency Amount is equal to the remainder of the
Available Facility);


(iii)                               if
the currency selected is sterling, a minimum of £15,000,000 (or, as the case
may be, an amount whose Base Currency Amount is equal to the remainder of the
Available Facility); or


(iv)                              if
the currency selected is an Optional Currency (other than dollars or sterling),
in such minimum amount as the Facility Agent and the Company may agree.


(c)                                  The
Base Currency Amount of the proposed Advance must be equal to or less than the
amount of the Available Facility.



 19
 









5.4                                 Lenders’ participation


(a)                                  If
the conditions set out in this Agreement have been met, each Lender shall, on
the relevant Utilisation Date, make its participation in each Advance (not
being a Swingline Advance) available through its Facility Office.


(b)                                 The
amount of each Lender’s participation in each Advance (not being a Swingline
Advance) will be equal to the proportion borne by its Available Commitment to
the Available Facility immediately prior to making the Advance.


(c)                                  The
Facility Agent shall notify each Lender of the amount, currency and the Base
Currency Amount of each Advance at the Specified Time.


5.5                                 Delivery
of a Utilisation Request for a Swingline Advance


The Company may utilise
the Swingline Facility by delivery (in the case of a Euro Swingline Advance) to
the Euro Swingline Agent or (in the case of a Dollar Swingline Advance) to the
Dollar Swingline Agent, in each case with a copy to the Facility Agent, of a
duly completed Utilisation Request not later than the Specified Time.


5.6                                 Completion of a Utilisation Request for a Swingline
Advance


(a)                                  Each
Utilisation Request delivered pursuant to Clause 5.5 (Delivery of
a Utilisation Request for a Swingline Advance) is irrevocable and
will not be regarded as having been duly completed unless:


(i)                                     the
proposed Utilisation Date is a Business Day (in the case of a Euro Swingline
Advance) or a day (other than a Saturday or a Sunday) on which banks are open
for general business in New York City (in the case of a Dollar Swingline Advance)
within the Availability Period;


(ii)                                  the
currency and amount of the Utilisation comply with Clause 5.7 (Currency and amount of Swingline Advances); and


(iii)                               the
proposed Interest Period complies with Clause 10 (Interest
Periods).


(b)                                 Only
one Swingline Advance may be requested in each Utilisation Request delivered
pursuant to Clause 5.5 (Delivery of a Utilisation
Request for a Swingline Advance).


5.7                                 Currency
and amount of Swingline Advances


(a)                                  The
currency specified in a Utilisation Request delivered pursuant to
Clause 5.5 (Delivery of a Utilisation Request for a
Swingline Advance) must be euro or dollars.


(b)                                 The
amount of the proposed Swingline Advance must be, in the case of a Euro
Swingline Advance, a minimum of euro 10,000,000 or, if less, the Available
Swingline Facility or, in the case of a Dollar Swingline Advance, $10,000,000
or, if less, an amount whose Base Currency Amount is equal to the Available
Swingline Facility.


(c)                                  The
Base Currency Amount of the proposed Swingline Advance must be equal to or less
than the amount of the Available Swingline Facility.



 20
 









5.8                                 Swingline
Lenders’ participation


(a)                                  If
the conditions set out in this Agreement have been met, each Swingline Lender
shall, on the relevant Utilisation Date, make its participation in each
Swingline Advance available through its relevant Facility Office.


(b)                                 The
amount of each Swingline Lender’s participation in each Swingline Advance will
be equal to the proportion borne by its Available Swingline Commitment to the
Available Swingline Facility immediately prior to making the Swingline Advance.


(c)                                  The
relevant Swingline Agent shall notify each relevant Swingline Lender of the
amount, currency and the Base Currency Amount of each Swingline Advance at the
Specified Time and shall promptly notify the Facility Agent of each Swingline
Advance made under the Swingline Facility.


5.9                                 Automatic
Advance


(a)                                  In
the event that the Company does not repay a Swingline Advance in full on the
last day of its Interest Period, on the Business Day immediately following such
day, the Company shall, unless all the Lenders (including, for the avoidance of
doubt, the Swingline Lenders) agree otherwise, be deemed to have served a
Utilisation Request for an Advance (not being a Swingline Advance) in the amount
and currency of such Swingline Advance and with an Interest Period of 1 week
and such Advance shall be made in accordance with Clause 5.4 (Lenders’ participation) and the proceeds thereof applied in
repayment of the said Swingline Advance.


(b)                                 Clause
4.2(a) (Further conditions precedent) shall not
apply to any Advance to which this Clause 5.9 refers.


5.10                           Use of Swingline Advance


The Company may not use
the proceeds of any Swingline Advance to repay, in whole or in part, any other
Swingline Advance.  The proceeds of any
non-Swingline Advance (other than an Advance requested before the date of a
Swingline Advance) made hereunder shall first be applied in repayment of any
Swingline Advance (together with any accrued interest thereon), and the
Facility Agent shall pay such portion of any such Advance to be made hereunder
to the Swingline Lenders as is necessary to repay each outstanding Swingline
Advance (together with any accrued interest thereon).


5.11                           Relationship
with Facility


(a)                                  This
Clause applies when a Swingline Advance is outstanding or is to be borrowed.


(b)                                 The
Swingline Facility is not independent of the Facility.


(c)                                  Notwithstanding
any other term of this Agreement a Lender is only obliged to participate in an
Advance to the extent that it would not result in its share in the Base
Currency Amounts of all Advances and that of a Lender which is its Affiliate
exceeding its Overall Commitment.


(d)                                 For
this purpose, “Overall Commitment” of a Lender
means:


(i)                                     its
Commitment; or



 21
 









(ii)                                  in
the case of a Swingline Lender which does not have a Commitment, the Commitment
of a Lender which is its Affiliate.


(e)                                  Where,
but for the operation of paragraph (c) above, a Lender’s share in the Advances
and that of a Lender which is its Affiliate would have exceeded its Overall
Commitment, the excess will be apportioned among the other Lenders
participating in the relevant Advance pro rata according to their relevant
Commitments.  This calculation will be
applied as often as necessary until the Advance is apportioned among the
relevant Lenders in a manner consistent with paragraph (c) above.


(f)                                    The
Swingline Commitments must not at any time exceed the Commitments and, if
necessary, the Swingline Commitments will be automatically reduced to achieve
this.


5.12                           Conditions of assignment or transfer


Notwithstanding any other
term of this Agreement, each Lender must ensure that at all times its Overall
Commitment is not less than:


(a)                                  its
Swingline Commitment; or


(b)                                 if
it does not have a Swingline Commitment, the Swingline Commitment of a Lender
which is its Affiliate.


5.13                           Affiliate
Facility Offices


(a)                                  A
Lender (the “Primary Lender”) may
fulfil its obligations to participate in or make any Advance to any Borrower in
a particular country through an Affiliate of that Primary Lender if:


(i)                                     such
Affiliate is specified in this Agreement as a Lender by appearing under the
name of the Primary Lender in Schedule 1 and executing this Agreement; or


(ii)                                  such
Affiliate becomes a Lender by means of executing a Transfer Certificate.


(b)                                 An
Affiliate of a Primary Lender referred to in this Clause 5.13 shall not have
any Commitment or Swingline Commitment, but the Commitment and/or Swingline
Commitment of the relevant Primary Lender shall be reduced to the extent of the
Base Currency Amounts of Advances (or Swingline Advances) made available by
that Affiliate. Accordingly, the Primary Lender and the relevant Affiliate
shall be treated as having a single Commitment and (if applicable) Swingline
Commitment and a single vote but for all other purposes shall be treated as
separate Lenders.


(c)                                  A
Lender which has an Affiliate appearing under its name in Schedule 1 and
executing this Agreement (or, as the case may be, appearing in a Transfer
Certificate) will remain liable for the relevant obligations under the Finance
Documents in the event that the Affiliate fails to perform them.



 22
 









6.                                       OPTIONAL CURRENCIES


6.1                                 Selection of currency


A Borrower (or the
Company on behalf of a Borrower) shall select the currency of an Advance in a
Utilisation Request.


6.2                                 Unavailability
of a currency


If before the
Specified Time on any Quotation Day:


(a)                                  the
Facility Agent has received notice from a Lender that it is impracticable for
that Lender to fund its participation in the relevant Advance in the proposed
Optional Currency during its Interest Period in the ordinary course of business
in the European Interbank Market; or


(b)                                 a
Lender notifies the Facility Agent that compliance with its obligation to
participate in an Advance in the proposed Optional Currency (other than
dollars) would contravene a law or regulation applicable to it,


the Facility Agent will
give notice to the relevant Borrower to that effect by the Specified Time on
that day.  In this event, any Lender that
gives notice pursuant to this Clause 6.2 will be required to participate in the
Advance in the Base Currency (in an amount equal to that Lender’s proportion of
the Base Currency Amount or, in respect of a Rollover Advance, an amount equal
to that Lender’s proportion of the Base Currency Amount of the maturing Advance
that is due to be repaid) and its participation will be treated as a separate
Advance denominated in the Base Currency during that Interest Period.


6.3                                 Participation
in an Advance


Each Lender’s
participation in an Advance (other than a Swingline Advance) will be determined
in accordance with paragraph (b) of Clause 5.4 (Lenders’
participation) or, in the case of a Swingline Advance, in accordance
with paragraph (b) of Clause 5.8 (Swingline
Lenders’ participation).


6.4                                 Notification


The Facility Agent shall
notify the Lenders and the Company of Optional Currency amounts (and the
applicable Agent’s Spot Rate of Exchange) promptly after they are ascertained.



 23
 









SECTION 4


REPAYMENT,
PREPAYMENT AND CANCELLATION


7.                                       REPAYMENT


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


8.                                       PREPAYMENT AND CANCELLATION


8.1                                 Illegality


If it becomes
unlawful in any jurisdiction for a Lender to perform any of its obligations as
contemplated by this Agreement or to fund its participation in any Advance:


(a)                                  that
Lender shall promptly notify the Facility Agent upon becoming aware of that
event;


(b)                                 upon
the Facility Agent notifying the Company, the Commitment of that Lender will be
immediately cancelled; and


(c)                                  each
Borrower shall, to the extent required and
within the applicable grace period permitted by law or if no such period is
allowed, immediately, repay that Lender’s participation in the Advances made to
that Borrower on the last day of the Interest Period for each Advance occurring
after the Facility Agent has notified the Company or, if earlier, the date
specified by the Lender in the notice delivered to the Facility Agent.


8.2                                 Mandatory
Prepayment on Change of Control


(a)                                  If
at any time any single person or group of persons acting in concert (other
than, directly or indirectly, the State of The Netherlands) acquires control of
the Company or acquires more than 50 per cent. of the equity share capital of
the Company, then the Company will promptly upon becoming aware thereof notify
the Facility Agent who shall inform the Lenders thereof.  For this purpose, “control”
means the power to appoint or dismiss the management and the supervisory board
of the relevant entity, whether through the ownership of voting capital, the
provisions of the constitutional documents of the entity or otherwise, and “acting in concert” means, a group of persons who, pursuant
to an agreement or understanding (whether formal or informal), actively
co-operate, through the acquisition by any of them, either directly or
indirectly, of shares in the Company, to obtain or consolidate control of the
Company.


(b)                                 The
Facility Agent will, if instructed to do so by the Majority Lenders, by notice
to the Company given no earlier than 30 days and no later than 60 days after
the notification under paragraph (a) above:


(i)                                     call
for prepayment of all Advances on such date as it may specify in such notice
(being no earlier than five Business Days after the date of such notice)
whereupon all the Advances will become due and payable on such date together
with Break Costs (as notified to the Company by the Facility Agent); and



 24
 









(ii)                                  declare
that the Total Commitments shall be cancelled, whereupon the Total Commitments
shall be cancelled and the Commitment of each Lender shall be cancelled and
reduced to zero.


8.3                                 Voluntary
cancellation


The Company may, if it
gives the Facility Agent not less than 3 Business Days’ (or such shorter period
as the Majority Lenders may agree) prior notice, cancel the whole or any part
(being a minimum amount of euro 25,000,000) of the Available
Facility.  Any cancellation in part under
this Clause 8.3 will be applied against the Commitment of each Lender pro rata.


8.4                                 Voluntary
Prepayment


The Borrower to which an
Advance has been made may, if it gives the Facility Agent not less than 3
Business Days’ (in the case of any Advance other than a Swingline Advance) or 1
day’s (in the case of any Swingline Advance) or, such shorter period as the
Majority Lenders may agree, prior notice, prepay the whole or (other than in
the case of a Swingline Advance) any part of an Advance (but if in part, being
an amount that reduces the Base Currency Amount of the Advance by a minimum
amount of euro 25,000,000).  Any
prepayment in part under this Clause 8.4 will be applied against the
participations of each Lender in the relevant Advance pro rata.


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


(a)                                  If:


(i)                                     any
sum payable to any Lender by an Obligor is required to be increased under
Clause 13 (Tax Gross-up); or


(ii)                                  any
Lender claims indemnification from the Company under Clause 14.1 (Increased costs),


the Company may, whilst
the circumstance giving rise to the requirement or indemnification continues,
give the Facility Agent notice of cancellation of the Commitment of that Lender
and its intention to procure the repayment of that Lender’s participation in
the Advances.


(b)                                 On
receipt of a notice referred to in paragraph (a) above, the Commitment of that
Lender shall immediately be reduced to zero.


(c)                                  On
the last day of each Interest Period in respect of an Advance which ends after
the Company has given notice under paragraph (a) above (or, if earlier, the
date specified by the Company in that notice), each Borrower to which an Advance
is outstanding shall repay that Lender’s participation in that Advance.


8.6                                 Restrictions


(a)                                  Any
notice of cancellation or prepayment given by any Party under this Clause 8
shall be irrevocable and, unless a contrary indication appears in this Agreement,
shall specify the date or dates upon which the relevant cancellation or
prepayment is to be made and the amount of that cancellation or prepayment.


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



 25
 









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


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


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


(f)                                    If
the Facility Agent receives a notice under this Clause 8 it shall promptly
notify either the Company or the affected Lender, as appropriate.



 26
 









SECTION 5


COSTS OF
UTILISATION


9.                                       INTEREST


9.1                                 Calculation
of interest


(a)                                  The
rate of interest on each Advance (other than a Swingline Advance) for each
Interest Period is the percentage rate per annum which is the aggregate of the
applicable:


(i)                                     Margin;


(ii)                                  LIBOR
or, in relation to any Advance in euro, EURIBOR; and


(iii)                               Mandatory
Cost, if any.


(b)                                 The
rate of interest on each Swingline Advance for each Interest Period shall
accrue from day to day and is the percentage rate per annum determined by the
Euro Swingline Agent (in the case of any Euro Swingline Advance) to be the Euro
Swingline Rate or by the Dollar Swingline Agent (in the case of any Dollar
Swingline Advance) to be the Dollar Swingline Rate.


9.2                                 Payment of interest


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


9.3                                 Default
interest


(a)                                  If
an Obligor fails to pay any amount payable by it under a Finance Document on
its due date, interest shall accrue on the overdue amount from the due date up
to the date of actual payment (both before and after judgment) at a rate 1.00
per cent. higher than the rate which would have been payable if the overdue
amount had, during the period of non-payment, constituted an Advance in the
currency of the overdue amount for successive Interest Periods, each of a
duration selected by the Facility Agent (acting reasonably).  Any interest accruing under this Clause 9.3
shall be immediately payable by the Borrower on demand by the Facility Agent.


(b)                                 Default
interest (if unpaid) arising on an overdue amount will be compounded with the
overdue amount at the end of each Interest Period applicable to that overdue
amount but will remain immediately due and payable.


9.4                                 Notification
of rates of interest


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


10.                                 INTEREST
PERIODS


10.1                           Selection
of Interest Periods


(a)                                  A
Borrower (or the Company on behalf of a Borrower) may select an Interest Period
for an Advance in the Utilisation Request for that Advance.



 27
 









(b)                                 Subject
to this Clause 10, a Borrower (or the Company) may select an Interest Period
of:


(i)                                     in
relation to any Advance (other than a Swingline Advance), 1, 2 or 3 weeks, 1,
2, 3 or 6 Months or any period longer than 6 Months agreed between the Company
and the Facility Agent (acting on the instructions of all the Lenders) or any
period shorter than 6 Months agreed between the Company and the Facility Agent
or ending on the Termination Date; or


(ii)                                  in
relation to any Swingline Advance, a period not exceeding seven Business Days.


(c)                                  An
Interest Period for an Advance shall not extend beyond, as applicable, the
Termination Date relating to the Lenders participating in that Advance.


(d)                                 Each
Interest Period for an Advance shall start on the Utilisation Date.


(e)                                  Each
Advance has one Interest Period only.


10.2                           Non-Business Days


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


11.                                 CHANGES TO THE CALCULATION OF INTEREST


11.1                           Absence of quotations


Subject to Clause 11.2 (Market disruption), if LIBOR or EURIBOR is to be determined
by reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR or
EURIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.


11.2                           Market disruption


(a)                                  If
a Market Disruption Event occurs in relation to an Advance (other than a
Swingline Advance) for any Interest Period, then the rate of interest on each
Lender’s share of that Advance for the Interest Period shall be the rate per
annum which is the sum of:


(i)                                     the
Margin;


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


(iii)                               the
Mandatory Cost, if any, applicable to that Lender’s participation in the
Advance.



 28
 









(b)                                 In
this Agreement “Market Disruption Event” means in
relation to an Advance (not being a Swingline Advance):


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


(ii)                                  the
Facility Agent (after consultation with the Reference Banks) shall have
determined (which determination shall be conclusive and binding upon all
Parties) that by reason of circumstances affecting the Relevant Interbank Market
generally, adequate and fair means do not exist for ascertaining EURIBOR or, as
the case may be, LIBOR applicable to an Advance for the relevant Interest
Period or EURIBOR or, as the case may be, LIBOR does not adequately represent
the cost of funding to the Lenders,


provided that
the Company and the Lenders (through the Facility Agent) may agree that, if not
already drawn, the Advances concerned shall not be borrowed (subject to the
provisions of paragraph (c) of Clause 15.2 (Other
Indemnities)).


11.3                           Alternative basis of interest or funding


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


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


11.4                           Break Costs


(a)                                  Each
Borrower shall, within 5 Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs attributable to all or any part of an
Advance or Unpaid Sum being paid by that Borrower on a day other than the last
day of an Interest Period for that Advance or Unpaid Sum.


(b)                                 Any
demand made by a Finance Party pursuant to paragraph (a) above shall be
accompanied by a certificate confirming the amount of its Break Costs for the
relevant Interest Period.


12.                                 FEES


12.1                           Commitment fee


(a)                                  The
Company shall pay to the Facility Agent (for the account of each Lender) a fee
in the Base Currency on that Lender’s Available Commitment for the Availability
Period, at the rate per annum for each day of each relevant period referred to
in paragraph (b) below which is equal to 30 per cent. of the Margin applicable
at such time.


(b)                                 The
accrued commitment fee is payable on the last day of each successive period of
three Months commencing from the date of this Agreement and on the last day of
the



 29
 









Availability Period applicable to a Lender and on the
cancelled amount of the relevant Lender’s Commitment at the time the
cancellation is effective.


12.2                           Utilisation Fee


(a)                                  The
Company shall pay to the Facility Agent (for the account of the Lenders pro
rata to their Outstandings) a utilisation fee computed at the rate of 0.025 per
cent. per annum on the Total Outstandings for each day that the Total
Outstandings are in an amount exceeding 50 per cent. of the Total Commitments.


(b)                                 The
accrued utilisation fee is payable on the last day of each successive period of
three Months commencing from the date of this Agreement and on the Termination
Date.


12.3                           Arrangement Fee


The Company shall pay to
the Mandated Lead Arrangers fees in the amounts and at the times agreed in a
Fee Letter.


12.4                           Agency fees


(a)                                  The
Company shall pay to the Facility Agent (for its own account) an agency fee in
the amount and at the times agreed in a Fee Letter.


(b)                                 The
Company shall pay to the Euro Swingline Agent (for its own account) an agency
fee in the amount and at the times agreed in a Fee Letter.


(c)                                  The
Company shall pay to the Dollar Swingline Agent (for its own account) an agency
fee in the amount and at the times agreed in a Fee Letter.



 30

















SECTION 6


ADDITIONAL
PAYMENT OBLIGATIONS


13.                                 TAX GROSS UP


13.1                           Gross-up


(a)                                  All payments by an Obligor under the Finance
Documents shall be made free and clear of and without deduction for or on
account of any taxes, except to the extent that the Obligor is required by law
to make payment subject to any tax, or amount in respect of tax (“applicable tax”).  If any applicable tax must be deducted from
any amounts payable or paid by an Obligor, or paid or payable by the Facility
Agent to a Lender, under the Finance Documents, then the relevant Obligor shall
pay such additional amounts as may be necessary to ensure that the relevant
Lender receives and retains free of any liability a net amount equal to the
full amount which it would have received had payment not been made subject to
applicable tax.


(b)                                 An Obligor is not obliged to pay any
additional amount under paragraph (a) above in respect of any deduction which
has occurred solely as a result of a change in Facility Office or other
transfer by the Lender concerned and arises on the date of such change or
transfer.


(c)                                  The Lender shall, at the written request of
an Obligor, co-operate with the Obligor and use its best efforts to complete
any declaration, claim, exemption or other form (or provide other evidence of
eligibility) necessary for the Obligor to obtain authorisation to make payments
without a tax deduction.


13.2                           Tax
receipts


All
taxes required by law to be deducted or withheld by an Obligor from any amounts
paid or payable under the Finance Documents shall be paid in full by the
relevant Obligor when due and the Obligor shall, within 15 days of the payment
being made, deliver to the Facility Agent for the relevant Lender evidence
satisfactory to that Lender (including copies of all relevant tax receipts)
that the payment has been duly remitted to the appropriate authority.


13.3                           Tax
Credit


(a)                                  If an Obligor makes a payment pursuant to
Clause 13.1 (Gross-up) for
the account of any Lender and such Lender has received or been granted a credit
against, or relief or remission or repayment of, any tax paid or payable by it
(a “Tax Credit”) which is
attributable to that payment or the corresponding payment under the Finance
Document such Lender shall, to the extent that it can do so without prejudice
to the retention of the amount of such credit, relief, remission or repayment,
pay to the Obligor such amount as the Lender shall have reasonably determined
to be attributable to such payments and which will leave the Lender (after such
payment) in no better or worse position than it would have been if the Obligor
had not been required to make any deduction or withholding.


(b)                                 Nothing in this Clause 13.3 shall interfere
with the right of a Lender to arrange its tax affairs in whatever manner it
thinks fit and without limiting the foregoing no Lender shall be under any
obligation to claim a Tax Credit or to claim a Tax Credit in priority to any
other claims, relief, credit or deduction available to it.  No Lender shall be



 31
 









obliged to disclose any information relating to its tax affairs or any
computations in respect thereof.


13.4                           Stamp
taxes


The
relevant Obligor shall pay and, promptly on demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of
any Finance Document.


13.5                           Value
added tax


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


(b)                                 Where a Finance Document requires an Obligor
to reimburse a Finance Party for any costs or expenses, that Obligor shall also
at the same time pay and indemnify that Finance Party against all VAT incurred
by that Finance Party in respect of the costs or expenses save to the extent
that that Finance Party is entitled to repayment or credit in respect of the
VAT.


14.                                 INCREASED COSTS


14.1                           Increased
costs


(a)                                  Subject to Clause 14.3 (Exceptions) the relevant Obligor shall,
immediately on demand by the Facility Agent, pay for the account of a Finance
Party the amount of any Increased Costs incurred by that Finance Party as a
result of (i) the introduction of or any change in (or in the interpretation or
application of) any law or regulation or (ii) compliance with any law or
regulation made after the date of this Agreement.


(b)                                 In this Agreement “Increased Costs” means:


(i)                                     a reduction in the rate of return from the
Facilities or on a Finance Party’s (or any of its Holding Companies’) overall
capital;


(ii)                                  an additional or increased cost (including
any loss, liability or cost for or on account of Tax); or


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


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


14.2                           Increased
cost claims


(a)                                  A Finance Party intending to make a claim
pursuant to Clause 14.1 (Increased costs)
shall notify the Facility Agent of the event giving rise to the claim, following
which the Facility Agent shall promptly notify the relevant Obligor.


(b)                                 Each Finance Party shall, together with any
demand made pursuant to paragraph (a) above, provide a certificate confirming
the amount of its Increased Costs with full



 32
 









supporting
details (which certificate shall constitute prima facie non-binding evidence of
the matters to which it relates).


14.3                           Exceptions


Clause 14.1 (Increased costs)
does not apply to the extent any Increased Cost is:


(a)                                  attributable to any Tax or amounts in respect
of Tax which must be deducted from any amounts payable or paid by an Obligor or
paid or payable by the Facility Agent to a Lender under the Finance Documents
or compensated for by the operation of Clause 13.1 (Gross-up);


(b)                                 compensated for by the payment of the
Mandatory Cost; or


(c)                                  attributable to the breach by the relevant
Finance Party or its Holding Companies of any law or regulation; or


(d)                                 attributable to any Tax on the overall net
income, profits or gains of a division or branch of the Lender or any of its
Holding Companies imposed in the jurisdiction in which its principal office or
Facility Office is for the time being situate.


15.                                 OTHER INDEMNITIES


15.1                           Currency
indemnity


(a)                                  If any sum due from an Obligor under the
Finance Documents (a “Sum”), or
any order, judgment or award given or made in relation to a Sum, has to be
converted from the currency (the “First
Currency”) in which that Sum is payable into another currency (the
“Second Currency”) for the purpose
of:


(i)                                     making or filing a claim or proof against
that Obligor;


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


that
Obligor shall as an independent obligation, within 5 Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any cost, loss or
liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.


(b)                                 Each Obligor waives any right it may have in
any jurisdiction to pay any amount under the Finance Documents in a currency or
currency unit other than that in which it is expressed to be payable.


15.2                           Other
indemnities


The
Company shall (or shall procure that an Obligor will), indemnify each Finance
Party within 5 Business Days of demand against any cost, loss or liability
incurred by that Finance Party as a result of:


(a)                                  the occurrence of any Event of Default;



 33
 









(b)                                 a failure by an Obligor to pay any amount due
under a Finance Document on its due date, including without limitation, any
cost, loss or liability arising as a result of Clause 27 (Sharing among the Lenders);


(c)                                  funding, or making arrangements to fund, its
participation in an Advance requested by the relevant Borrower in a Utilisation
Request but not made by reason of the operation of any one or more of the
provisions of this Agreement (other than by reason of default or negligence by
a Finance Party or any employee or agent of, or other person instructed by,
such Finance Party);


(d)                                 an Advance (or part of an Advance) not being
prepaid in accordance with a notice of prepayment given by a Borrower or the
Company; or


(e)                                  any representation, warranty or statement
given by a Dutch Borrower in Clause 19.12(b) (Professional
Market Party Representations) being incorrect when made or deemed to
be made, provided that this Clause 15.2(e) shall not apply to any Lender or New
Lender which makes a misrepresentation under Clause 19.12(a) (Professional Market Party Representations).


15.3                           Indemnity
to the Facility Agent


The
Company shall within 5 Business Days of demand indemnify the Facility Agent
against any cost, loss or liability incurred by the Facility Agent (acting
reasonably) as a result of:


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


(b)                                 entering into or performing any foreign
exchange contract for the purposes of Clause 6 (Optional Currencies); or


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


16.                                 MITIGATION BY THE LENDERS


16.1                           Mitigation


(a)                                  Each Finance Party shall, in consultation
with the Company, take all reasonable steps to mitigate any circumstances which
arise and which would result in any amount becoming payable under, or cancelled
pursuant to, any of Clause 8.1 (Illegality),
Clause 13 (Tax gross-up) or
Clause 14 (Increased costs)
including (but not limited to) transferring its rights and obligations under
the Finance Documents to another Affiliate or Facility Office and, in such
circumstances a Lender will, at the request of the Company but subject to the
Company indemnifying it for the costs of so doing, transfer its rights and
obligations under the Finance Documents to another Affiliate or Facility
Office.


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



 34
 









16.2                           Limitation
of liability


(a)                                  The Borrower shall indemnify each Finance
Party for all costs and expenses reasonably incurred by that Finance Party as a
result of steps taken by it under Clause 16.1 (Mitigation).


(b)                                 A Finance Party is not obliged to take any
steps under Clause 16.1 (Mitigation)
if, in the bona fide written opinion of that Finance Party, to do so would or
would be likely to have a material adverse effect upon its business, operation
or financial condition or would involve it in any unlawful activity or any activity
that is contrary to 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.


17.                                 COSTS AND EXPENSES


17.1                           Transaction
expenses


The
Company shall within 5 Business Days of demand pay to the Facility Agent and
the Mandated Lead Arrangers the amount of all out-of-pocket costs and expenses
(including legal fees) reasonably incurred by any of them in connection with
the negotiation, preparation, printing and execution of:


(a)                                  this Agreement and any other documents
referred to in this Agreement; and


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


17.2                           Amendment
costs


If
(a) an Obligor requests an amendment, waiver or consent or (b) an amendment is
required pursuant to Clause 28.9 (Change of
currency), or (c) any other matter, not of an ordinary
administrative nature, arises out of or in connection with a Finance Document
which, in the reasonable opinion of the Facility Agent, is attributable to an
Obligor, the Company shall, within 5 Business Days of demand, reimburse the
Facility Agent for the amount of all out-of-pocket costs and expenses
(including legal fees) reasonably incurred by the Facility Agent and, if
applicable, the Mandated Lead Arrangers in responding to, evaluating,
negotiating or complying with that request, requirement or other matter.


17.3                           Enforcement
costs


The
Company shall within 5 Business Days of demand, pay to each Finance Party the
amount of all costs and expenses (including legal fees) properly incurred by
that Finance Party in connection with the enforcement of, or the preservation
of any rights under, any Finance Document or in investigating any possible Default
of which an Obligor or the Majority Lenders have given notice.



 35
 









SECTION 7


GUARANTEE


18.                                 GUARANTEE AND INDEMNITY


18.1                           Guarantee
and indemnity


Each Guarantor irrevocably and unconditionally jointly and severally:


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


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


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


18.2                           Continuing
guarantee


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


18.3                           Reinstatement


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


(a)                                  the liability of each Obligor shall continue
as if the payment, discharge, avoidance or reduction had not occurred (but only
to the extent that such payment, security or other disposition is avoided or
required to be restored); and


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


18.4                           Waiver of
defences


The
obligations of each Guarantor under this Clause 18 will not be affected by an
act, omission, matter or thing which, but for this Clause, would reduce,
release or prejudice any of its obligations under this Clause 18 or prejudice
or diminish those obligations in whole or in part (without limitation and
whether or not known to it or any Finance Party) including:


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


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



 36
 









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


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


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


(f)                                    any unenforceability, illegality or
invalidity of any obligation of any person under any Finance Document or any
other document or security to the intent that each Guarantor’s obligations
under this Clause 18 shall remain in full force and its guarantee be construed
accordingly, as if there were no unenforceability, illegality or invalidity; or


(g)                                 any insolvency or similar proceedings.


18.5                           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 18.  This
waiver applies irrespective of any law or any provision of a Finance Document
to the contrary.


18.6                           Appropriations


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


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


(b)                                 hold in an interest-bearing suspense account
any moneys received from any Guarantor or on account of any Guarantor’s
liability under this Clause 18.


18.7                           Deferral
of Guarantors’ rights


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


(a)                                  to be indemnified by an Obligor;



 37
 









(b)                                 to claim any contribution from any other
guarantor of any Obligor’s obligations under the Finance Documents; and/or


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


18.8                           Additional
security


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



 38
 









SECTION 8


REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


19.                                 REPRESENTATIONS AND WARRANTIES


19.1                           Representations
and warranties


Each
Obligor makes the representations and warranties set out in Clauses 19.2 (Status) to 19.10 (Information) to each Finance Party.


19.2                           Status


(a)                                  It is, in the case of the Company, a public
limited liability company (naamloze
vennootschap), duly incorporated and validly existing under the laws
of The Netherlands;


(b)                                 it is, in the case of any Obligor other than
the Company, a limited liability company, duly incorporated and validly
existing under the laws of the jurisdiction of its incorporation; and


(c)                                  it has the power to own its assets and carry
on its business as it is being conducted.


19.3                           Powers
and authority


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


19.4                           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 in accordance with its terms.


19.5                           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 or judicial or official
order of The Netherlands or the jurisdiction of its incorporation or any other
relevant jurisdiction; or


(b)                                 the constitutional documents of any Obligor;
or


(c)                                  any document which is binding upon any Group
Company or any asset of any member of the Group Company,


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


19.6                           No
default


(a)                                  No Default is outstanding or is reasonably
likely to result from the making of any Advance; and


(b)                                 no other event is outstanding which
constitutes (or, with the giving of notice, lapse of time, determination of
materiality or the fulfilment of any other applicable condition or any
combination of the foregoing, is reasonably likely to constitute) a default



 39
 









under
any document which is binding on any Group Company or any asset of any Group
Company to an extent or in a manner which is reasonably likely to have a
Material Adverse Effect.


19.7                           Authorisations


All
Authorisations required in connection with the entry into, performance,
validity and enforceability of, and the transactions contemplated by, the
Finance Documents have been obtained or effected (as appropriate) and are in
full force and effect.


19.8                           Financial
Statements


(a)                                  The audited consolidated financial statements
of the Group most recently delivered to the Facility Agent (which, at the date
of this Agreement, are the Original Group Financial Statements):


(i)                                     have (subject to Clause 20.2 (Basis of Preparation of Financial Statements)
been prepared in accordance with IFRS; and


(ii)                                  fairly represent the consolidated financial
condition of the Group as at the date to which they were drawn up.


(b)                                 There has been no material adverse change in
the consolidated financial condition of the Group since the date to which the
Original Group Financial Statements were drawn up which would be reasonably
likely to have a Material Adverse Effect.


(c)                                  The audited financial statements of each
Obligor most recently delivered to the Facility Agent:


(i)                                     have been prepared in accordance with
accounting principles and practices generally accepted in the jurisdiction of
its incorporation consistently applied; and


(ii)                                  fairly represent its financial condition as
at the date to which they were drawn up.


19.9                           Litigation


No
litigation, arbitration or administrative proceedings in relation to any Group
Company are current or, to its knowledge, pending or threatened, which would,
in the opinion of the members of the board of management (raad van bestuur) of the Company, have a
Material Adverse Effect.


19.10                     Information


To
the best of its knowledge and belief, the factual written information (other
than that obtained from public sources) in relation to this Agreement and the
Facility provided by the Company was correct in all material respects as at its
date and did not omit to state a material fact necessary to make such factual
information not misleading in any material respect and all projections supplied
by any member of the Group were made in good faith and based on opinions and
assumptions considered to be reasonable at the time of supply.



 40
 









19.11                     Times for
making representations and warranties


The representations and warranties set out in this Clause 19:


(a)                                  other than in the case of Clauses 19.6 (No default), 19.8(b) (Financial Statements), 19.9 (Litigation), 19.10 (Information) and 19.12 (Professional Market Party Representations):


(i)                                     in the case of the Company, are made by the
Company on the date of this Agreement and on the date each Accession Letter is
executed; and


(ii)                                  in the case of an Additional Obligor, will be
deemed to be made by that Additional Obligor on the date it executes an
Accession Letter;


(b)                                 are, other than in the case of Clauses 19.6 (No Default), 19.8(b) (Financial Statements), 19.9 (Litigation), 19.10 (Information) and 19.12 (Professional Market Party Representations),
deemed to be repeated by each Borrower on:


(i)                                     the date of each Utilisation Request; and


(ii)                                  the first day of each Interest Period; and


(c)                                  in the case of Clauses 19.6 (No default), 19.8(b) (Financial Statements), 19.9 (Litigation), and 19.10 (Information), are made by the Company on
the date of this Agreement;


(d)                                 in the case of Clause 19.12 (Professional Market Party Representations)
are made by the parties specified in that clause at the times specified in that
clause;


(e)                                  are made by the Company (in respect of Clause
19.8(a) (Financial Statements))
and each Obligor (in respect of Clause 19.8(c) (Financial Statements)) on the date upon which the financial
statements referred to therein are delivered pursuant to Clause 20.1 (Financial Information),


in
each case with reference to the facts and circumstances then existing.


19.12                     Professional
Market Party Representations


(a)                                  (i)                                     Each Lender which is a party to this
Agreement on the date hereof represents and warrants to each Party on the date
hereof that it is a PMP; and


(ii)                                  if on the date on which a New Lender becomes
a Lender, it is a requirement of Dutch law that such New Lender is a PMP, such
New Lender represents and warrants to each Party on the date on which it
becomes a party to this Agreement as a Lender that it is a PMP;


and
each such Lender or New Lender acknowledges that each of the Finance Parties
and each Dutch Borrower relies upon such representations and warranties.



 41
 









(b)                                 Each Dutch Borrower:


(i)                                     represents and warrants to the Finance
Parties on the date of this Agreement that it has independently verified the
status of each person which is a Lender on the date hereof and that each such
Lender is a PMP; and


(ii)                                  if on the date on which a New Lender becomes
a Lender under a Finance Document, it is a requirement of Dutch law that such
New Lender is a PMP, represents and warrants to the Finance Parties on the date
on which each such New Lender becomes a party to a Finance Document as a Lender
that it has independently verified the status of such New Lender, that each
such Lender is a PMP on such date.


20.                                 INFORMATION UNDERTAKINGS


The
undertakings in this Clause 20 remain in force from the date of this Agreement
for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.


20.1                           Financial
Information


The Company shall supply to the Facility Agent in sufficient copies for
all the Lenders:


(a)                                  as soon as the same are available (and in any
event within 120 days of the end of each of its financial years):


(i)                                     the audited consolidated financial statements
of the Group for that financial year; and


(ii)                                  the audited financial statements of each
Obligor for that financial year;


(b)                                 (i)                                     as soon as the same are available (and in any
event within 90 days of the end of the first half year of each financial year)
its consolidated interim report and accounts for that financial period and its
interim report and accounts for that financial period; and


(ii)                                  to the extent that the Company prepares them,
as soon as the same are available (and in any event within 90 days of the end
of each of the first three financial quarters of each of its financial years)
its consolidated interim report and accounts for that financial quarter and its
interim report and accounts for that financial quarter; and


(c)                                  together with the consolidated financial
statements specified in paragraphs (a) and (b) above, a certificate signed by
one of its Executive Officers on its behalf certifying that no Default is
outstanding or, if a Default is outstanding, specifying the Default and the
steps, if any, being taken to remedy it and identifying each of its Principal
Subsidiaries.



 42

















20.2         Basis of Preparation of Financial
Statements


The Company shall procure that:


(a)                                  each set of its financial statements and
those of the Group are prepared using IFRS (in the case of annual financial
statements) or in a manner consistent with IFRS (in the case of other financial
statements, reports and accounts); and


(b)                                 each set of financial statements of any other
Obligor are prepared in accordance with accounting principles and practices
generally accepted in the jurisdiction of its incorporation consistently
applied.


20.3         Information - Miscellaneous


The Company shall supply to the Facility Agent:


(a)                                  all documents (excluding documents despatched
only to another member of the Group) despatched by the Company to its
shareholders (or any class of them) or all its bank lenders generally, holders
of its debt securities generally, its trade creditors generally or its
creditors generally at the same time as they are despatched;


(b)                                 promptly upon becoming aware of them, details
of any litigation, arbitration or administrative proceedings which are current,
threatened or pending, and which would, if adversely determined, have a
Material Adverse Effect; and


(c)                                  promptly, such further information in the
possession or control of any Group Company regarding its financial condition as
any Finance Party through the Facility Agent may reasonably request and which
is material in the context of this Agreement,


in
sufficient copies for all of the Lenders, if the Facility Agent so requests.


20.4         Use of websites


(a)                                  Except as provided below, the Company may
deliver any information under the Finance Documents (other than a Utilisation
Request) to a Lender by posting it on to an electronic website if:


(i)                                     the Facility Agent and the Company agree;


(ii)                                  the Company and the Facility Agent designate
an electronic website for this purpose;


(iii)                               both the Company and the Facility Agent are
aware of the address of and any relevant password for the website; and


(iv)                              the information posted is in a format agreed
between the Company and the Facility Agent.


The
Facility Agent must supply each relevant Lender with the address of and any
relevant password for the website.


(b)                                 Notwithstanding the above, the Company must
supply to the Facility Agent in paper form a copy of any information posted on
the website together with sufficient copies for each Lender:



 43
 









(i)                                     if requested by the Facility Agent; and


(ii)                                  if required by any applicable governmental
requirement,


in
each case within ten Business Days of receipt of such request.


(c)                                  The Company must promptly upon becoming aware
of its occurrence, notify the Facility Agent if:


(i)                                     the website cannot be accessed;


(ii)                                  the website or any information on the website
is infected by any electronic virus or similar software;


(iii)                               the relevant password for the website is
changed; or


(iv)                              any information to be supplied under this
Agreement is posted on the website or amended after being posted.


If
the circumstances in paragraphs (i) or (ii) above occur, the Company must
supply any information required under this Agreement in paper form.


20.5         Know your customer requirements


(a)                                  Subject to paragraph (b) below, each Obligor
must promptly on the request of any Finance Party supply to that Finance Party
any documentation or other evidence which is reasonably requested by that
Finance Party (whether for itself, on behalf of any Finance Party or any
prospective new Lender) to enable a Finance Party or prospective new Lender to
carry out and be satisfied with the results of all applicable know your
customer requirements.


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


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


(ii)                                    any change in the status of an Obligor or the
composition of the shareholders of an Obligor (other than a change in the
composition of the shareholders of an Obligor which is listed on a public stock
exchange to the extent such change does not constitute a change of “control”
(as defined in Clause 8.2 (Mandatory
Prepayment on Change of Control))) after the date of this Agreement;
or


(iii)                                 a proposed assignment or transfer by the
Lender of any of its rights and/or obligations under this Agreement to a person
that (A) is not a Lender before that assignment or transfer and (B) is a
permitted assignee or transferee under Clause 23.2 (Conditions of assignment or transfer).



 44
 









(c)                                  Each Lender must promptly on the request of
the Facility Agent supply or procure the supply of to the Facility Agent any
documentation or other evidence which is reasonably required by the Facility
Agent to carry out and be satisfied with the results of all know your customer
requirements or other checks on Lenders or prospective new Lenders pursuant to
the transactions contemplated in the Finance Documents.


(d)                                 The Company shall, by not less than 10
Business Days’ prior written notice to the Facility Agent, notify the Facility
Agent (which shall promptly notify the other Finance Parties) of its intention
to request that one of its Subsidiaries becomes an Additional Obligor pursuant
to Clause 24 (Changes to the Obligors).


(e)                                  Following the giving of any notice pursuant
to paragraph (d) above, if the accession of such Additional Obligor obliges the
Facility Agent or any other Finance Party to comply with know your customer
requirements or similar identification procedures in circumstances where the
necessary information is not already available to it, the Company shall
promptly upon the request of the Agent or any Lender supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by the
Facility Agent (for itself or on behalf of any other Finance Party) or any
Finance Party (for itself or on behalf of any other Finance Party or any
prospective new Lender) in order for the Facility Agent or such Finance Party
or any prospective new Lender to carry out and be satisfied it has complied
with all necessary know your customer requirements or other checks in relation
to any relevant person pursuant to the accession of such Subsidiary to this
Agreement as an Additional Obligor.


21.           GENERAL UNDERTAKINGS


The
undertakings in this Clause 21 will remain in force from the date of this
Agreement for so long as any amount is or may be outstanding under the Finance
Documents or any Commitment is in force.


21.1         Notification of Default


The
Company shall notify the Facility Agent of any Default (and the steps, if any,
being taken to remedy it) promptly upon becoming aware of it.


21.2         Authorisations


Each Obligor shall promptly:


(a)                                  obtain, maintain and comply with the terms
of; and


(b)                                 if requested, supply certified copies to the
Facility 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.


21.3         Pari passu ranking


Each
Obligor shall procure that its obligations under the Finance Documents do and
will rank at least pari passu with all its other present and future unsecured,
unsubordinated obligations,



 45
 









except
for obligations which from time to time are mandatorily preferred by law
applying to companies generally.


21.4         Negative pledge


(a)                                  Each Obligor shall not, and the Company shall
procure that no Group Company will, create or permit to subsist any Security
over all or any of its assets in respect of Borrowings.


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


(i)                                     any Security created or subsisting with the
prior written consent of the Majority Lenders;


(ii)                                  any lien or rights of set-off arising
by operation of law or in the ordinary course of business;


(iii)                               any Security over any assets of a Group
Company existing at the time that company becomes a Group Company provided that:


(A)                              the company is not a Group Company at the
date of this Agreement;


(B)                                the Security is not created in contemplation
of that company becoming a Group Company;


(C)                                the Security remains confined to the asset(s)
it covered at the date the company became a Group Company; and


(D)                               to the extent that the amount secured has
been increased, such Security shall not fall within this sub-paragraph (iii);


(iv)                              any Security arising pursuant to a
Cash-backed Borrowing;


(v)                                 any Security referred to in paragraph (a)(ii)
of the definition of “Project Borrowing” in Clause 1.1 (Definitions) or any Security over the
assets of a Project Borrower created by such Project Borrower, provided that
this paragraph (v) shall not permit any Security to be created by or subsist
over all or any of the assets of the Company;


(vi)                              any netting or set-off arrangement entered
into by any Group Company in the ordinary course of its banking arrangements
for the purpose of netting debit and credit balances;


(vii)                           any netting or set-off arrangement entered
into by any Group Company in connection with any Borrowing specified in
paragraph (e) of the definition thereof, in connection with the netting of
transactions across a single master agreement (or any equivalent) and the
close-out or termination of any transaction thereunder, but excluding for the
avoidance of doubt the granting of any collateral or credit or cash support in
relation thereto;


(viii)                        any Security over or affecting any asset
acquired by a Group Company after the date of this Agreement provided that:



 46
 









(A)                              the Security was not created in contemplation
of the acquisition of that asset by a Group Company; and


(B)                                to the extent that the principal amount
secured since the acquisition of that asset by a Group Company has been
increased, such Security shall not fall within this sub-paragraph (viii);


(ix)                                any title transfer, conditional sale or
retention of title arrangement entered into by any Group Company in the ordinary
course of business;


(x)                                   any Security created by SNT Group NV or any
of its Subsidiaries;


(xi)                                any Security (a “substitute Security”) which replaces any other Security
permitted under sub-paragraphs (i) to (viii) (inclusive) above (an “existing Security”) to the extent that the
Security secures an amount not exceeding the principal amount secured by such
existing Security at the time it is replaced provided
that (1) the existing Security to be replaced is released and all
amounts secured thereby are paid or otherwise discharged in full at or prior to
the time of such substitute Security being created or arising and (2) such
substitute Security does not extend to cover assets not previously subject to
that existing Security; or


(xii)                             any other Security created or outstanding,
but only if the aggregate principal amount of Borrowings secured by all
Security created or outstanding under this exception on or over any assets of
any member of the Group, when taken together with the aggregate principal
amount of unsecured Borrowings pursuant to Clause 21.7(l) (Subsidiary Borrowings) does not at any
time exceed euro 2,600,000,000.


(c)                                  The Company shall supply to the Facility
Agent, within 5 Business Days of a request by the Facility Agent, a certificate
signed by an Executive Officer certifying:


(i)                                     the amount of the aggregate Borrowings
secured by all Security falling within Paragraph (b)(xii) above; and


(ii)                                  the amount of the aggregate Borrowings
falling within Paragraph (l) of Clause 21.7 (Subsidiary
Borrowings),


as
at the date of the Facility Agent’s request.


21.5         Disposals


(a)                                  No Obligor shall, and the Company shall
procure that no other Group Company shall, 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 of any of
its assets.


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


(i)                                     a disposal on arm’s length terms and for fair
market value;



 47
 









(ii)                                  a disposal of obsolete or waste assets;


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


(iv)                              a disposal made in the ordinary course of
business of the disposing entity;


(v)                                 any disposal or series of related disposals
by Group Companies realising net disposal proceeds of euro 50,000,000 or
less or its equivalent in any other currency (provided
that the aggregate net disposal proceeds of all disposals permitted
under this paragraph (b)(v) shall not exceed euro 250,000,000);


(vi)                              payments of dividends;


(vii)                           any disposal between two or more Group
Companies (excluding disposals to SNT Group N.V. which are not made on arm’s
length terms and for fair market value); or


(viii)                        disposals with the prior written consent of
the Majority Lenders.


21.6         Merger


The
Company shall not enter into any statutory merger (juridische fusie) without the prior written consent of the
Majority Lenders.


21.7         Subsidiary Borrowings


No Group Company (other than the Company), will incur or have
outstanding any Borrowings other than:


(a)                                  any Borrowings, provided that the Total Commitments are cancelled in an amount
(net of taxes, fees, costs and expenses) equal to the principal amount of such
Borrowings promptly upon their incurrence and Advances thereupon are prepaid to
the extent that the Total Outstandings would otherwise exceed the Total
Commitments as reduced thereby);


(b)                                 Borrowings which constitute a Project
Borrowing;


(c)                                  Borrowings created with the prior written
consent of the Majority Lenders;


(d)                                 Borrowings owed by an Additional Guarantor;


(e)                                  Borrowings under this Agreement;


(f)                                    Borrowings owed to another Group Company;


(g)                                 Borrowings of any Subsidiary of the Company
which operates only as a finance company for the Group to the extent that the
proceeds of such Borrowings are on-lent to a Guarantor;


(h)                                 Cash-backed Borrowings;



 48
 









(i)                                     Borrowings under cash pooling arrangements in
the Group’s ordinary banking arrangements, to the extent matched by cash
balances held by members of the Group which are treated as available for
netting against those Borrowings;


(j)                                     for a period of 12 months after the date on
which a Subsidiary becomes a Group Company, Borrowings of that Subsidiary to
the extent that such Borrowings are outstanding at the time that Subsidiary
becomes a Group Company and were not created in contemplation of that
Subsidiary becoming a Group Company;


(k)                                  Borrowings owed by SNT Group NV (or any of
its Subsidiaries); or


(l)                                     any other Borrowings, provided that the aggregate principal
amount of any such Borrowings which are unsecured, when taken together with the
aggregate outstanding principal amount of Borrowings secured by Security
created by Obligors pursuant to Clause 21.4(b) (xii) (Negative pledge), does not exceed
euro 2,600,000,000 (or its equivalent in other currencies) at any time.


21.8         Change of business


The
Company shall procure that no substantial change is made to the general nature
of the business of the Group taken as a whole from that carried on at the date
of this Agreement.


21.9         Ownership of each Additional Borrower


The
Company will procure that (for as long as it is a Borrower) each Additional
Borrower remains its Subsidiary.


22.           EVENTS OF DEFAULT


22.1         Events of Default


Each
of the events set out in Clauses 22.2 (Non-payment)
to 22.12 (Repudiation)
(inclusive) is an Event of Default.


22.2         Non-payment


An
Obligor does not pay on 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 and (if caused by technical or administrative error) the default is not
remedied within 3 Business Days of notice to the Company by the Facility Agent
advising that the payment has not been made.


22.3         Breach of
other obligations


An
Obligor does not comply with any provision of the Finance Documents (other than
those referred to in Clause 22.2 (Non-Payment)
and such failure (if capable of remedy before the expiry of such period)
continues unremedied for a period of 30 days from the date on which the
Facility Agent gives notice to the Company requiring the same to be remedied.


22.4         Misrepresentation


A
representation, warranty or statement made or repeated by an Obligor in or in
connection with any Finance Document or in any document delivered by or on
behalf of an Obligor under or in connection with any Finance Document (other
than any representation and warranty made pursuant to Clause 19.12(b) (Professional Market Party Representations)
but without prejudice to the other rights of the Finance Parties under this
Agreement or under



 49
 









applicable
law and without prejudice to any other Event of Default which may occur by
reason of any representation and warranty set out in Clause 19.12(b) (Professional Market Party Representations)
being incorrect in any material respect when made or deemed to be made or
repeated otherwise by reason of a Lender not being a PMP) is incorrect in any
material respect when made or deemed to be made or repeated.


22.5         Cross-acceleration


(a)                                  Any Borrowings of any Obligor or Principal
Subsidiary are not paid when due or within any applicable grace period provided
in the documentation therefor; or


(b)                                 any Borrowings of any Obligor or Principal
Subsidiary become prematurely due and payable as a result of an event of
default (howsoever described) under the document relating to those Borrowings,


except
that this Clause 22.5 shall not apply to Borrowings of the Obligors and the
Principal Subsidiaries the principal or settlement amounts of which are in
aggregate euro 50,000,000 or less.


22.6         Insolvency


(a)                                  Any Obligor or Principal Subsidiary is, or is
deemed for the purposes of any law to be, unable to pay its debts or admits
inability to pay its debts as they fall due;


(b)                                 Any Obligor or Principal Subsidiary suspends
making payments on all or any class of its debts or announces an intention to
do so, or a moratorium is declared in respect of any of its indebtedness; or


(c)                                  Any Obligor or Principal Subsidiary by reason
of financial difficulties, begins negotiations with one or more of its
creditors with a view to the readjustment or rescheduling of any of its
indebtedness.


22.7         Compositions
etc


Any
Obligor or Principal Subsidiary enters into any composition, scheme of
arrangement, compromise or arrangement involving such Obligor or Principal
Subsidiary and their respective creditors generally (other than for the
purposes of reconstruction or amalgamation upon terms and within such period as
may previously have been approved in writing by the Majority Lenders).


22..8        Insolvency
proceedings


(a)                                  Any Obligor or Principal Subsidiary is
adjudicated bankrupt (failliet)
or insolvent or obtains a suspension of payments (surseance van betaling) or consents to the filing of a
bankruptcy proceeding against it or files a petition seeking reorganisation
under any bankruptcy or other similar law or a receiver, administrator (bewindvoerder), liquidator (curator), trustee or assignee in
bankruptcy or insolvency of it or of all or a material part of its assets is
appointed; or


(b)                                 bankruptcy or insolvency proceedings are
instituted against any Obligor or Principal Subsidiary which are not dismissed
or stayed within 30 days of being instituted; or


(c)                                  an order is made by any competent court, an
effective resolution is passed, any Obligor or Principal Subsidiary applies, or
any other person makes an uncontested



 50
 









application,
for the dissolution, winding-up or liquidation of any Obligor or
Principal Subsidiary (including “ontbinding”
and “vereffening”) except for the
purposes of an amalgamation, merger or consolidation of any Obligor or
Principal Subsidiary with any other legal entity upon terms and within such
period as may previously have been approved in writing by the Majority Lenders.


22.9         Creditors’ process


Any
attachment, sequestration, distress or execution affects the whole or a
substantial part of the assets of any Obligor or Principal Subsidiary and is
not discharged within 28 days.


22.10       Analogous
proceedings


There
occurs, in relation to any Obligor or Principal Subsidiary incorporated outside
The Netherlands, any event anywhere which, in the opinion of the Majority
Lenders, appears to correspond with any of those mentioned in Clauses 22.6
(Insolvency) to 22.9 (Creditors’ process) (inclusive).


22.11       Unlawfulness


It
is or becomes unlawful for any Obligor to perform any of its obligations under
the Finance Documents.


22.12       Repudiation


Any
Obligor repudiates a Finance Document.


22.13       Acceleration


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


(a)                                  cancel the Total Commitments whereupon they
shall immediately be cancelled;


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


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


(d)                                 declare all or part of an Advance payable on
the expiry of a term specified by the Agent (on the instructions of the
Majority Lenders) converted into the Base Currency (with no right to
redenominate) at the Agent’s Spot Rate of Exchange on the date of such
declaration.



 51
 









SECTION 9


CHANGES TO
PARTIES


23.           CHANGES TO THE LENDERS


23.1         Assignments and transfers by the
Lenders


Subject
to this Clause 23, a Lender (the “Existing
Lender”) may:


(a)                                  assign all or part of its rights; or


(b)                                 transfer by novation all or part of its
rights and obligations,


to
any bank or financial institution (the “New
Lender”).


23.2         Conditions of assignment or
transfer


(a)           An assignment or transfer by a Lender which is also a Swingline Lender
of:


(i)                                     its Swingline Commitment shall only be made
if there is a simultaneous assignment or transfer of its Commitment in an equal
amount; or


(ii)                                  part of its Commitment shall only be
effective if after such assignment or transfer such Lender’s Swingline
Commitment does not exceed its Commitment.


(b)           The consent of the Company is required for an assignment or transfer by
a Lender, unless:


(i)                                     an Event of Default under Clause 22.2
(Non-Payment) or Clauses 22.6 (Insolvency) to 22.10 (Analogous
Proceedings) has occurred and is continuing; or


(ii)                                  the New Lender is:


(A)          another Lender; or


(B)           an Affiliate of a Lender and a Verifiable PMP.


(c)                                  The consent of the Company to an assignment
or transfer must not be unreasonably withheld or delayed.  The Company will be deemed to have given its
consent 10 Business Days after the Lender has requested it unless consent is
expressly refused by the Company within that time.


(d)                                 The consent of the Company to an assignment
or transfer must not be withheld solely because the assignment or transfer may
result in an increase to the Mandatory Cost.


(e)                                  The Facility Agent is not obliged to execute
a Transfer Certificate or otherwise give effect to an assignment or transfer
until it has completed all know your customer requirements to its
satisfaction.  The Facility Agent must
promptly notify the Existing Lender and the New Lender if there are any such
requirements.



 52
 









(f)                                    An assignment will only be effective on (i)
the performance by the Facility Agent of all necessary know your customer
requirements or other similar checks under all applicable laws and regulations
in relation to such assignment to a New Lender, the completion of which the
Facility Agent shall promptly notify to the Lender and the New Lender; and (ii)
receipt by the Facility Agent and the Company of written confirmation from the
New Lender (in form and substance satisfactory to the Facility Agent) that the
New Lender will assume the same obligations to the other Finance Parties and
the Obligors as it would have been under if it was an Original Lender.


(g)                                 A transfer will only be effective if it is
carried out in accordance with the procedure set out in Clause 23.5 (Procedure for transfer).


(h)                                 If:


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


(ii)                                  as a result of circumstances existing at the
date the assignment, transfer or change occurs, an Obligor would be obliged to
make a payment to the New Lender or Lender acting through its new Facility
Office under Clause 13 (Tax gross-up)
or Clause 14 (Increased costs),


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


(i)                                     For so long as it is a requirement of Dutch
law that each Lender is a PMP any proposed New Lender shall provide the Dutch
Borrowers, through the Facility Agent, with information in respect of itself
with a view to enabling the Dutch Borrowers to verify its PMP status at least
10 Business Days prior to the proposed Transfer Date in relation to any
assignment or transfer pursuant to which it would become a New Lender
hereunder.


23.3         Assignment or transfer fee


The
New Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Facility Agent (for its own account) a fee of
euro 2,000.


23.4         Limitation of responsibility of
Existing Lenders


(a)                                  Unless expressly agreed to the contrary, an
Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for:


(i)                                     the legality, validity, effectiveness,
adequacy or enforceability of the Finance Documents or any other documents;


(ii)                                  the financial condition of any Obligor;


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



 53
 









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


and
any representations or warranties implied by law are excluded.


(b)                                 Each New Lender confirms to the Existing
Lender and the other Finance Parties that it:


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


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


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


(i)                                     accept a re-transfer from a New Lender of any
of the rights and obligations assigned or transferred under this Clause 23; or


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


23.5         Procedure for transfer


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


(b)                                 On the Transfer Date:


(i)                                     to the extent that in the Transfer
Certificate the Existing Lender seeks to transfer by novation its rights and
obligations under the Finance Documents each of the Obligors and the Existing
Lender shall be released from further obligations towards one another under the
Finance Documents and their respective rights against one another shall be
cancelled (being the “Discharged Rights and
Obligations”);


(ii)                                  each of the Obligors and the New Lender shall
assume obligations towards one another and/or acquire rights against one
another which differ from the Discharged Rights and Obligations only insofar as
that Obligor and the New Lender have assumed and/or acquired the same in place
of that Obligor and the Existing Lender;



 54
 









(iii)                               the Agents, the Mandated Lead Arrangers, the
New Lender and other Lenders shall acquire the same rights and assume the same
obligations between themselves as they would have acquired and assumed had the
New Lender been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent each Agent, the
Mandated Lead Arrangers and the Existing Lender shall each be released from
further obligations to each other under this Agreement; and


(iv)                              the New Lender shall become a Party as a
“Lender”.


23.6         Confidentiality


Each
Finance Party hereby severally undertakes to each Obligor that it will keep
confidential and that it will not make use of for any purposes (otherwise than
for the purposes of the Finance Documents), any of the Finance Documents or
other documents relating to this Agreement and all of the information acquired
by such Finance Party under or in connection with any Finance Document, other
than any such document or information which has become generally available to
the public otherwise than by disclosure by any Finance Party, provided that each Finance Party shall be
entitled to make disclosure of the same:


(a)                                  to its auditors, accountants, legal counsel
and tax advisers, to any other professional advisers appointed to act in
connection with the Finance Documents or to its Affiliates provided that such information is disclosed
only to such person if and to the extent necessary for his activities and each
such person will be informed of the confidential nature of the information and
the provisions of this Agreement;


(b)                                 (whether or not the relevant assignment,
transfer, substitution, sub-participation or other arrangement is made)
to any proposed assignee, transferee or substitute of, or proposed party to any
proposed sub-participation (or party to any actual sub-participation)
or other arrangement with, any Lender permitted pursuant to this Agreement, provided that before any such disclosure
(except with respect to the disclosure of this Clause 24.6 (Confidentiality), such assignee,
transferee, substitute or other party expressly undertakes to the Facility
Agent and the Company in writing to be bound by this Clause 23.6 (Confidentiality) irrespective of whether
such assignment, transfer, substitution or other arrangement shall proceed;


(c)                                  to any other third party where the Company
has previously agreed in writing that disclosure may be made to that third
party;


(d)                                 to any banking or other regulatory or
examining authorities (whether governmental or otherwise) where such disclosure
is formally requested by them and with whose requests that Finance Party has to
comply (or with whose requests banks in the relevant jurisdiction are
accustomed to complying);


(e)                                  pursuant to subpoena or other legal process,
or in connection with any action, suit or proceeding relating to any of the
Finance Documents;


(f)                                    pursuant to any law or regulation having the
force of law; and


(g)                                 to any Group Company.



 55
 









24.           CHANGES TO THE OBLIGORS


24.1         Assignments
and transfer by Obligors


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


24.2         Additional
Borrowers


(a)                                  Subject to compliance with the provisions of
paragraphs (d) and (e) of Clause 20.5 (Know
your customer requirements) the Company may request that any of its
Subsidiaries becomes an Additional Borrower. 
That Subsidiary shall become an Additional Borrower if:


(i)                                     it is incorporated in The Netherlands or, in
the case of a Subsidiary incorporated outside of The Netherlands, all the
Lenders approve the addition of that Subsidiary;


(ii)                                  the Company delivers to the Facility Agent a
duly completed and executed Accession Letter;


(iii)                               the Company confirms that no Default is
continuing or would occur as a result of that Subsidiary becoming an Additional
Borrower; and


(iv)                              the Facility Agent has received all of the
documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that
Additional Borrower, each in form and substance satisfactory to the Facility
Agent.


(b)                                 If the accession of an Additional Borrower
requires any Finance Party to carry out know your customer requirements in
circumstances where the necessary information is not already available to it,
the Company must promptly on request by any Finance Party supply to that
Finance Party any documentation or other evidence which is reasonably requested
by that Finance Party (whether for itself, on behalf of any Finance Party or
any prospective new Lender) to enable a Finance Party or prospective new Lender
to carry out and be satisfied with the results of all applicable know your
customer requirements.


(c)                                  The Facility Agent shall notify the Company
and the Lenders promptly upon being satisfied that it has received (in form and
substance satisfactory to it) all the documents and other evidence listed in
Part II of Schedule 2 (Conditions Precedent).


24.3         Resignation
of a Borrower


The
Company may request that a Borrower (other than the Company) in respect of
which no Advance is outstanding hereunder (including any other amounts in
relation thereto) ceases to be a Borrower by entering into a supplemental
agreement to this Agreement in such form as the Facility Agent may reasonably
require which shall discharge that Borrower’s obligations hereunder.


24.4         Additional
Guarantors


(a)                                  Subject to compliance with the provisions of
paragraphs (d) and (e) of Clause 20.5 (Know
your customer requirements) the Company may request that any of its



 56
 









Subsidiaries
becomes an Additional Guarantor.  That
Subsidiary shall become an Additional Guarantor if:


(i)                                     the Company delivers to the Facility Agent a
duly completed and executed Accession Letter; and


(ii)                                  the Facility Agent has received all of the
documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that
Additional Guarantor, each in form and substance satisfactory to the Facility
Agent.


(b)                                 If the accession of an Additional Guarantor
requires any Finance Party to carry out know your customer requirements in
circumstances where the necessary information is not already available to it,
the Company must promptly on request by any Finance Party supply to that
Finance Party any documentation or other evidence which is reasonably requested
by that Finance Party (whether for itself, on behalf of any Finance Party or
any prospective new Lender) to enable a Finance Party or prospective new Lender
to carry out and be satisfied with the results of all applicable know your
customer requirements.


(c)                                  The Facility Agent shall notify the Company
and the Lenders promptly upon being satisfied that it has received (in form and
substance satisfactory to it) all the documents and other evidence listed in
Part II of Schedule 2 (Conditions Precedent)


24.5         Repetition
of Representations


Delivery
of an Accession Letter constitutes confirmation by the relevant Subsidiary that
the representations to be made by that Subsidiary in accordance with Clause
19.11 (Times for making representations and
warranties) are true and correct in relation to it as at the date of
delivery as if made by reference to the facts and circumstances then existing.



 57
















SECTION 10


THE FINANCE
PARTIES


25.           ROLE OF THE AGENTS AND THE
MANDATED LEAD ARRANGERS


25.1         Appointment
of the Facility Agent


(a)                                  Each of the Mandated Lead Arrangers and the
Lenders appoints each Agent to act as its agent under and in connection with
the Finance Documents.


(b)                                 Each of the Mandated Lead Arrangers and the
Lenders authorises each Agent to exercise the rights, powers, authorities and
discretions specifically given to such Agent under or in connection with the
Finance Documents together with any other incidental rights, powers,
authorities and discretions.


(c)                                  Unless the Company agrees otherwise, the Euro
Swingline Agent shall act out of an office in the European Union and the Dollar
Swingline Agent shall act out of an office in a member state of the United
States of America.


25.2         Duties
of the Agents


(a)                                  Each Agent shall promptly forward to a Party
the original or a copy of any document which is delivered to that Agent for
that Party by any other Party.


(b)                                 If the Facility Agent receives notice from a
Party referring to this Agreement, describing a Default and stating that the
circumstance described is a Default, it shall promptly notify the Lenders.


(c)                                  The Facility Agent shall promptly notify the
Lenders of any Default arising under Clause 22.2 (Non-payment).


(d)                                 Each Agent’s duties under the Finance
Documents are solely mechanical and administrative in nature.


25.3         Role
of the Mandated Lead Arrangers


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


25.4         No
fiduciary duties


(a)                                  Nothing in this Agreement constitutes an
Agent or a Mandated Lead Arranger as a trustee or fiduciary of any other
person.


(b)                                 No Agent nor any Mandated Lead Arranger shall
be bound to account to any Lender for any sum or the profit element of any sum
received by it for its own account.


25.5         Business
with the Group


Each
Agent and each Mandated Lead Arranger may accept deposits from, lend money to
and generally engage in any kind of banking or other business with any Group
Company.


25.6         Rights
and discretions of the Agents


(a)                                  Each Agent may rely on:



 58
 








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


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


(b)                                 Each Agent may assume (unless it has received
notice to the contrary in its capacity as agent for the Lenders) that:


(i)                                     no Default has occurred (unless it has actual
knowledge of a Default arising under Clause 22.2 (Non-payment));


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


(iii)                               any notice or request made by the Company is
made on behalf of and with the consent and knowledge of all the Obligors.


(c)                                  Each Agent may engage, pay for and rely on
the advice or services of any lawyers, accountants, surveyors or other experts.


(d)                                 Each Agent may act in relation to the Finance
Documents through its personnel and agents.


25.7         Majority
Lenders’ instructions


(a)                                  Unless a contrary indication appears in a
Finance Document, each Agent shall (a) act in accordance with any instructions
given to it by the Majority Lenders (or, if so instructed by the Majority
Lenders, refrain from acting or exercising any right, power, authority or
discretion vested in it as Agent) and (b) not be liable for any act (or
omission) if it acts (or refrains from taking any action) in accordance with
such an instruction of the Majority Lenders.


(b)                                 Unless a contrary indication appears in a
Finance Document, any instructions given by the Majority Lenders will be
binding on all the Finance Parties.


(c)                                  Each Agent may refrain from acting in
accordance with the instructions of the Majority Lenders (or, if appropriate,
the Lenders) until it has received such security as it may require for any
cost, loss or liability (together with any associated VAT) which it may incur
in complying with the instructions.


(d)                                 In the absence of instructions from the
Majority Lenders, (or, if appropriate, the Lenders) each Agent may act (or
refrain from taking action) as it considers to be in the best interest of the
Lenders.


(e)                                  No Agent is authorised to act on behalf of a
Lender (without first obtaining that Lender’s prior written consent) in any
legal or arbitration proceedings relating to any Finance Document.



 59
 








25.8         Responsibility
for documentation


No Agent nor any Mandated Lead Arranger:


(a)                                  is responsible for the adequacy, accuracy
and/or completeness of any information (whether oral or written) supplied by an
Agent, a Mandated Lead Arranger, an Obligor or any other person given in or in
connection with any Finance Document or any information delivered to an Agent
or any Mandated Lead Arranger; or


(b)                                 is responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Finance Document.


25.9         Exclusion
of liability


(a)                                  Without limiting paragraph (b) below, no
Agent will be liable for any action taken by it under or in connection with any
Finance Document, unless directly caused by its gross negligence or wilful
misconduct.


(b)                                 No Party may take any proceedings against any
officer, employee or agent of an Agent in respect of any claim it might have
against such Agent or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Finance Document and any officer,
employee or agent of such Agent may rely on this Clause.


(c)                                  No Agent will be liable for any delay (or any
related consequences) in crediting an account with an amount required under the
Finance Documents to be paid by such Agent if that Agent has taken all
necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement
system used by such Agent for that purpose.


(d)                                 Nothing in this Agreement will oblige any
Agent to satisfy any know your customer requirement in relation to the identity
of any person on behalf of any Finance Party.


(e)                                  Each Finance Party confirms to each Agent
that it is solely responsible for any know your customer requirements it is
required to carry out and that it may not rely on any statement in relation to
those requirements made by any other person.


25.10       Lenders’
indemnity to the Agents


The
Lenders shall (in proportion to their Commitments or, if the Total Commitments
are then zero, to their Commitments immediately prior to their reduction to
zero) severally indemnify each Agent, within three Business Days of demand,
against any cost, loss or liability incurred by such Agent (otherwise than by
reason of such Agent’s negligence or wilful misconduct) in acting as Agent
under the Finance Documents (unless such Agent has been reimbursed by an
Obligor pursuant to a Finance Document).


25.11       Resignation
of an Agent


(a)                                  An Agent may resign and appoint one of its
Affiliates as successor by giving notice to the Lenders and the Company provided that any successor to the Euro
Swingline Agent shall act out of an office in a member state of the European
Union



 60
 








whose
currency is the euro or London, England and that any successor to the Dollar
Swingline Agent shall act out of an office in New York.


(b)                                 Alternatively an Agent may resign by giving
notice to the Lenders and the Company, in which case the Majority Lenders
(after consultation with the Company) may appoint a successor Agent.


(c)                                  If the Majority Lenders have not appointed a
successor Agent in accordance with paragraph (b) above within 30 days after
notice of resignation was given, the resigning Agent may appoint a successor
Agent.


(d)                                 A successor Agent may only be appointed with
the approval of the Company (such approval not to be unreasonably withheld or
delayed).


(e)                                  The retiring Agent shall, at its own cost,
make available to the successor Agent such documents and records and provide
such assistance as the successor Agent may reasonably request for the purposes
of performing its functions as Agent under the Finance Documents.


(f)                                    Such Agent’s resignation notice shall only
take effect upon the appointment of a successor.


(g)                                 Upon the appointment of a successor, the
retiring Agent shall be discharged from any further obligation in respect of
the Finance Documents but shall remain entitled to the benefit of this Clause
25.  Its successor and each of the other
Parties shall have the same rights and obligations amongst themselves as they
would have had if such successor had been an original Party.


(h)                                 After consultation with the Company, the
Majority Lenders may, by notice to an Agent, require it to resign in accordance
with paragraph (b) above.  In this event,
such Agent shall resign in accordance with paragraph (b) above.


25.12       Confidentiality


(a)                                  In acting as agent for the Finance Parties,
each Agent shall be regarded as acting through its agency division which shall
be treated as a separate entity from any other of its divisions or departments.


(b)                                 If information is received by another
division or department of an Agent, it may be treated as confidential to that
division or department and such Agent shall not be deemed to have notice of it.


(c)                                  Notwithstanding any other provision of any
Finance Document to the contrary, no Agent nor any Mandated Lead Arranger is
obliged to disclose to any other person (i) any confidential information or (ii)
any other information if the disclosure would or might in its reasonable
opinion constitute a breach of any law or a breach of a fiduciary duty.


25.13       Relationship
with the Lenders


(a)                                  Each Agent may treat each Lender as a Lender,
entitled to payments under this Agreement and acting through its Facility
Office unless it has received not less than



 61
 








5
Business Days prior notice from that Lender to the contrary in accordance with
the terms of this Agreement.


(b)                                 Each Lender shall supply each Agent with any information
required by such Agent in order to calculate the Mandatory Cost in accordance
with Schedule 6 (Mandatory Cost Formulae).


25.14       Credit
appraisal by the Lenders


Without
affecting the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Lender confirms to
each Agent and each Mandated Lead Arranger that it has been, and will continue
to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance
Document including but not limited to:


(a)                                  the financial condition, status and nature of
each Group Company;


(b)                                 the legality, validity, effectiveness,
adequacy or enforceability of any Finance Document and any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document;


(c)                                  whether that Lender has recourse, and the
nature and extent of that recourse, against any Party or any of its respective
assets under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document; and


(d)                                 the adequacy, accuracy and/or completeness of
any information provided by an Agent, any other Party or by any other person
under or in connection with any Finance Document, the transactions contemplated
by the Finance Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with
any Finance Document.


25.15       Reference
Banks


If
a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which
it is an Affiliate) ceases to be a Lender, the Facility Agent shall with the
consent of the Company appoint another Lender or an Affiliate of a Lender to
replace that Reference Bank.


26.           CONDUCT OF BUSINESS BY THE
FINANCE PARTIES


No provision of this Agreement will:


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


(b)                                 oblige any Finance Party to investigate or
claim any credit, relief, remission or repayment available to it or the extent,
order and manner of any claim; or


(c)                                  oblige any Finance Party to disclose any
information relating to its affairs (tax or otherwise) or any computations in
respect of Tax.



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27.           SHARING AMONG THE LENDERS


27.1         Payments
to Lenders


If
a Lender (a “Recovering Lender”)
receives or recovers any amount from a Borrower other than in accordance with
Clause 28 (Payment mechanics) and
applies that amount to a payment due under the Finance Documents then:


(a)                                  the Recovering Lender shall, within 3
Business Days, notify details of the receipt or recovery, to the Facility
Agent;


(b)                                 the Facility Agent shall determine whether
the receipt or recovery is in excess of the amount the Recovering Lender would
have been paid had the receipt or recovery been received or made by the
Facility Agent and distributed in accordance with Clause 28 (Payment mechanics), without taking account
of any Tax which would be imposed on the Facility Agent in relation to the
receipt, recovery or distribution; and


(c)                                  the Recovering Lender shall, within three
Business Days of demand by the Facility Agent, pay to the Facility Agent an
amount (the “Sharing Payment”)
equal to such receipt or recovery less any amount which the Facility Agent
determines may be retained by the Recovering Lender as its share of any payment
to be made, in accordance with Clause 28.5 (Partial
payments).


27.2         Redistribution
of payments


The
Facility Agent shall treat the Sharing Payment as if it had been paid by a
Borrower and distribute it between the Finance Parties (other than the
Recovering Lender) in accordance with Clause 28.5 (Partial payments).


27.3         Recovering
Lender’s rights


(a)                                  On a distribution by the Facility Agent under
Clause 27.2 (Redistribution of payments),
the Recovering Lender will be subrogated to the rights of the Finance Parties
which have shared in the redistribution.


(b)                                 If and to the extent that the Recovering
Lender is not able to rely on its rights under paragraph (a) above, the
relevant Borrower shall be liable to the Recovering Lender for a debt equal to
the Sharing Payment which is immediately due and payable.


27.4         Reversal
of redistribution


If
any part of the Sharing Payment received or recovered by a Recovering Lender
becomes repayable and is repaid by that Recovering Lender, then:


(a)                                  each Lender which has received a share of the
relevant Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon request of the
Facility Agent, pay to the Facility Agent for the account of that Recovering
Lender an amount equal to its share of the 
Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Lender for its proportion of any interest on the Sharing
Payment which that Recovering Lender is required to pay); and


(b)                                 that Recovering Lender’s rights of subrogation
in respect of any reimbursement shall be cancelled and the relevant Borrower
will be liable to the reimbursing Lender for the amount so reimbursed.



 63
 








27.5         Exceptions


(a)                                  This Clause 27 shall not apply to the extent
that the Recovering Lender would not, after making any payment pursuant to this
Clause, have a valid and enforceable claim against the relevant Obligor.


(b)                                 A Recovering Lender is not obliged to share
with any other Lender any amount which the Recovering Lender has received or
recovered as a result of taking legal or arbitration proceedings, if:


(i)                                     it notified the other Lenders of the legal or
arbitration proceedings; and


(ii)                                  the other Lenders had an opportunity to
participate in those legal or arbitration proceedings but did not do so as soon
as reasonably practicable having received notice or did not take separate legal
or arbitration proceedings.



 64
 








SECTION 11


ADMINISTRATION


28.           PAYMENT MECHANICS


28.1         Payments
to the Agents


(a)                                  For the purpose of this Clause 28 a reference
to the “Relevant Agent” means:


(i)                                     in relation to payments under the Swingline
Facility, (in relation to Euro Swingline Advances) the Euro Swingline Agent and
(in relation to Dollar Swingline Advances) the Dollar Swingline Agent; and


(ii)                                  for all other payments, the Facility Agent.


(b)                                 On each date on which an Obligor or a Lender
is required to make a payment under a Finance Document, that Obligor or, as the
case may be, such Lender shall make the same available to the Relevant Agent
(unless a contrary indication appears in a Finance Document) for value on the
due date at the time and in such funds specified by the Relevant Agent as being
customary at the time for settlement of transactions in the relevant currency
in the place of payment.


(c)                                  Payment shall be made to such account in the
principal financial centre of the country of that currency (or, in relation to
euro, in a principal financial centre in a Participating Member State or
London) with such bank as the Relevant Agent specifies.


28.2         Distributions
by the Agents


Each
payment received by an Agent under the Finance Documents for another Party
shall, subject to Clause 28.3 (Distributions
to an Obligor) and Clause 28.4 (Clawback)
be made available by such Agent as soon as practicable after receipt to the
Party entitled to receive payment in accordance with this Agreement (in the
case of a Lender, for the account of its Facility Office), to such account as
that Party may notify to such Agent by not less than 5 Business Days’ notice
with a bank in the principal financial centre of the country of that currency
(or, in relation to euro, in the principal financial centre of a Participating
Member State or London).


28.3         Distributions
to an Obligor


An
Agent may (with the consent of the relevant Obligor or in accordance with Clause
29 (Set-off)) apply any amount
received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.


28.4         Clawback


(a)                                  Where a sum is to be paid to an Agent under
the Finance Documents for another Party, such Agent is not obliged to pay that
sum to that other Party (or to enter into or perform any related exchange
contract) until it has been able to establish to its absolute satisfaction that
it has actually received that sum.


(b)                                 If an Agent pays an amount to another Party
and it proves to be the case that such Agent had not actually received that
amount, then the Party to whom that amount (or



 65
 








the
proceeds of any related exchange contract) was paid by such Agent shall on
demand refund the same to such Agent together with interest on that amount from
the date of payment to the date of receipt by such Agent, calculated by such
Agent to reflect its cost of funds.


28.5         Partial
payments


(a)                                  If an Agent receives a payment that is
insufficient to discharge all the amounts then due and payable by any Obligor
under the Finance Documents, such Agent shall apply that payment towards the
obligations of the relevant Obligor under the Finance Documents in the
following order:


(i)                                     first, in or towards payment pro rata of any
unpaid fees, costs and expenses of the Agents and the Mandated Lead Arrangers
under the Finance Documents;


(ii)                                  secondly, in or towards payment pro rata of any
accrued interest or commission due but unpaid under this Agreement;


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


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


(b)                                 Such Agent shall, if so directed by the
Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.


(c)                                  Paragraphs (a) and (b) above will override
any appropriation made by an Obligor.


28.6         No
set-off by Obligor


All
payments to be made by an Obligor under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for)
set-off or counterclaim.


28.7         Business
Days


(a)                                  Any payment which is due to be made on a day
that is not a Business Day shall be made on the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is
not).


(b)                                 During any extension of the due date for
payment of any principal or an Unpaid Sum under this Agreement interest is
payable on the principal at the rate payable on the original due date.


28.8         Currency
of account


(a)                                  Subject to paragraphs (b) to (e) below, the
Base Currency is the currency of account and payment for any sum due from an
Obligor under any Finance Document.


(b)                                 A repayment of an Advance or Unpaid Sum or a
part of an Advance or Unpaid Sum shall be made in the currency in which that
Advance or Unpaid Sum is denominated on its due date.



 66
 








(c)                                  Each payment of interest shall be made in the
currency in which the sum in respect of which the interest is payable was
denominated when that interest accrued.


(d)                                 Each payment in respect of costs, expenses or
Taxes shall be made in the currency in which the costs, expenses or Taxes are
incurred.


(e)                                  Any amount expressed to be payable in a
currency other than the Base Currency shall be paid in that other currency.


28.9         Change of
currency


(a)                                  Unless otherwise prohibited by law, if more
than one currency or currency unit are at the same time recognised by the
central bank of any country as the lawful currency of that country, then:


(i)                                     any reference in the Finance Documents to,
and any obligations arising under the Finance Documents in, the currency of
that country shall be translated into, or paid in, the currency or currency
unit of that country designated by the Facility Agent (after consultation with
the Company); and


(ii)                                  any translation from one currency or currency
unit to another shall be at the official rate of exchange recognised by the
central bank for the conversion of that currency or currency unit into the
other, rounded up or down by the Facility Agent (acting reasonably).


(b)                                 If a change in any currency of a country
occurs, this Agreement will, to the extent the Facility Agent (acting
reasonably and after consultation with the Company) specifies to be necessary,
be amended to comply with any generally accepted conventions and market
practice in the European Interbank Market and otherwise to reflect the change
in currency.


29.           SET-OFF


Following
the occurrence of an Event of Default a Finance Party may set off any matured
obligation due from an Obligor under the Finance Documents (to the extent
beneficially owned by that Finance Party) against any matured obligation owed
by that Finance Party to that Obligor, regardless of the place of payment,
booking branch or currency of either obligation.  If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.


30.           NOTICES


30.1         Communications
in writing


Any
communication to be made under or in connection with the Finance Documents
shall be made in writing and, unless otherwise stated, may be made by fax or letter
or, except in the case of a Utilisation Request, to the extent that the
relevant Party has specified such address pursuant to Clause 30.2 (Addresses) by e-mail, and in the case of
the notification of rates of interest by the Facility Agent pursuant to Clause
9.4 (Notification of Rates of Interest)
and in the case of the delivery of any document by the Facility Agent pursuant
to paragraph (a) of Clause 25.2 (Duties of
the Facility Agent), the Facility Agent may refer the relevant Party
or



 67
 








Parties
(by fax or letter (or if so specified) e-mail) to a web site and to the
location of the relevant information on such web site in discharge or such
notification or delivery obligation.


30.2         Addresses


(a)                                  The address and fax number, and (if so
specified) e-mail address, and, where appropriate, web site (and the department
or officer, if any, for whose attention the communication is to be made) of
each Party for any communication or document to be made or delivered under or
in connection with the Finance Documents is:


(i)                                     in the case of the Company, that identified
in Clause 30.2(b);


(ii)                                  in the case of each Lender, that notified in
writing to the Facility Agent on or prior to the date on which it becomes a
Party; and


(iii)                               in the case of each Agent, that identified in
Clause 30.2(b),


or
any substitute address, fax number, e-mail address, web site or department or
officer as the Party may notify to the Facility Agent (or the Facility Agent
may notify to the other Parties, if a change is made by the Facility Agent) by
not less than 5 Business Days’ prior written notice.


(b)                                 For the purposes of Clause 30.2(a), the
relevant details are as follows:


(i)                                     the Company:


Koninklijke KPN N.V.


Maanplein 55


2516 CK ‘s-Gravenhage


The Netherlands


Attn:            C J Boogaerdt


Tel:               +31 70 446 0259


Fax:              + 31 70 446 4302


(ii)                                  the Facility Agent:


ABN AMRO Bank N.V.

250 Bishopsgate


London EC2M 4AA


United Kingdom


For
Credit matters:


Attn:            Tracey Vollenhoven


Tel:              + 44 20 7678 5228


Fax:              + 44 20 7678 8727


e-mail:          tracey.vollenhoven@uk.abnamro.com


For Administrative matters:


Attn:            Gina Thomas


Tel:              + 44 20 7678 5054



 68
 








Fax:              + 44 20 7678 6021


e-mail:                             gina.thomas@uk.abnamro.com


(iii)                               the Euro Swingline Agent:


ABN AMRO Bank N.V.


250 Bishopsgate


London  EC2M 4AA


United Kingdom


Attn:            Gina Thomas


Tel:              + 44 20 7678 5054


Fax:              + 44 20 7678 6021


e-mail:                             gina.thomas@uk.abnamro.com


(iv)                              the Dollar Swingline Agent:


ABN AMRO Bank N.V.


Commercial Lendings Services


540 West Madison St., Suite 2100


Chicago, IL 60661


U.S.A.


Attn:            Julia Rollins / Carol Floyd


Tel:              +1 312 992-5180


Fax:              +1 312 601-3611


e-mail:          Julia.rollins@us.abnamro.com


30.3         Delivery


(a)                                  Any communication or document made or
delivered by one person to another under or in connection with the Finance
Documents will only be effective:


(i)                                     if by way of fax or e-mail, when received in
legible form; or


(ii)                                  if by way of letter, when it has been left at
the relevant address or 5 Business Days after being deposited in the post
postage prepaid in an envelope addressed to it at that address; or


(iii)                               where reference in such communication is to a
web site, when the delivery of the letter, fax or, as the case may be e-mail
referring the addressee to such web site is effective;


and,
if a particular department or officer is specified as part of its address
details provided under Clause 30.2 (Addresses),
if addressed to that department or officer.


(b)                                 Any communication or document to be made or
delivered to an Agent will be effective only when actually received by such
Agent and then only if it is expressly marked for the attention of the
department or officer identified in Clause 30.2 (or any substitute department
or officer as that Agent shall specify for this purpose).



 69
 








(c)                                  All notices from or to an Obligor shall be
sent through the Facility Agent or, as the case may be, the relevant Swingline
Agent.


(d)                                 Any communication or document made or
delivered to the Company in accordance with this Clause will be deemed to have
been made or delivered to each of the Obligors.


(e)                                  Any document to be delivered pursuant to
Clause 4.1 (Initial conditions precedent)
shall be delivered in the original form or in the form of a certified copy of
the original form and any Utilisation Request shall be confirmed by letter,
although failure to do so shall not invalidate the original request.


30.4         Notification
of address and fax number


Promptly
upon receipt of notification of an address, fax number, e-mail or change of
address, e-mail or fax number pursuant to Clause 30.2 (Addresses) or changing its own address or
fax number, the Facility Agent shall notify the other Parties.


30.5         English
language


(a)                                  Any notice given under or in connection with
any Finance Document must be in English.


(b)                                 All other documents provided under or in
connection with any Finance Document must be:


(i)                                     in English; or


(ii)                                  if not in English, and if so required by the
Facility Agent, accompanied by a certified English translation and, in this
case, the English translation will prevail unless the document is a
constitutional, statutory or other official document.


31.           CALCULATIONS AND CERTIFICATES


31.1         Accounts


In
any litigation or arbitration proceedings arising out of or in connection with
a Finance Document, the entries made in the accounts maintained by a Finance
Party are prima facie evidence of
the matters to which they relate.


31.2         Certificates
and Determinations


Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, prima facie evidence of the matters to
which it relates.


31.3         Day count
convention


Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Relevant
Interbank Market differs, in accordance with that market practice.



 70
 








32.           PARTIAL INVALIDITY


If,
at any time, any provision of the Finance Documents is or becomes illegal,
invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions
nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.


33.           REMEDIES AND WAIVERS


No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under the Finance Documents shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent
any further or other exercise or the exercise of any other right or
remedy.  The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.


34.           AMENDMENTS AND WAIVERS


34.1         Required
consents


(a)                                  Subject to Clause 34.2 (Exceptions) any term of the Finance
Documents may be amended or waived only with the consent of the Majority
Lenders and the Obligors and any such amendment or waiver will be binding on
all Parties.


(b)                                 The Facility Agent may effect (and is hereby
so authorised by each Finance Party), on behalf of any Finance Party, any
amendment or waiver permitted by this Clause.


34.2         Exceptions


(a)                                  An amendment or waiver that has the effect of
changing or which relates to:


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


(ii)                                  an extension to the date of payment of any
amount under the Finance Documents;


(iii)                               a reduction in the Margin or the amount of
any payment of principal, interest, fees or commission payable;


(iv)                              an increase in or extension in duration of a
Commitment;


(v)                                 a change to the Borrowers or Guarantors other
than in accordance with Clause 24 (Changes
to Obligors);


(vi)                              any provision which expressly requires the
consent of all the Lenders; or


(vii)                           Clause 2.2 (Lenders’
rights and obligations), Clause 18 (Guarantee
and Indemnity), Clause 23 (Changes
to the Lenders), Clause 27 (Sharing
Among the Lenders) or this Clause 34,


shall
not be made without the prior consent of all the Lenders.


(b)                                 An amendment or waiver which relates to the
rights or obligations of any Agent or Mandated Lead Arranger may not be
effected without the consent of such Agent or Mandated Lead Arranger.



 71
 








35.           COUNTERPARTS


Each
Finance Document 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 the Finance Document.



 72

















SECTION 12


GOVERNING
LAW AND ENFORCEMENT


36.                                 GOVERNING LAW


This Agreement is governed by English law.


37.                                 ENFORCEMENT


(a)                                  The courts of England have non-exclusive
jurisdiction to settle any dispute arising out of or in connection with this
Agreement (including a dispute regarding the existence, validity or termination
of this Agreement).


(b)                                 Service of Process


Without prejudice to any other mode of service allowed under any
relevant law, each Obligor (other than an Obligor incorporated in England and
Wales):


(i)                                     irrevocably appoints Fleetside Legal
Representative Services Limited (whose registered office at the date of this
Agreement is 9 Cheapside, London, EC2V 6AD) as its agent for service of process
in relation to any proceedings before the English courts in connection with any
Finance Document; and


(ii)                                  agrees that failure by a process agent to
notify the relevant Obligor of the process will not invalidate the proceedings
concerned.


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



 73
 









SCHEDULE 1

THE LENDERS


Part 1

The Original Lenders


	
  Name

  	
   

  	
  Commitment

  (euro)

  	
   

  
	
  ABN AMRO Bank
  N.V.

  	
   

  	
  125,000,000

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  125,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  125,000,000

  	
   

  
	
  Citibank
  International PLC, London

  	
   

  	
  125,000,000

  	
   

  
	
  Coöperatieve
  Centrale Raiffeisen-Boerenleenbank b.a.

  	
   

  	
  125,000,000

  	
   

  
	
  Credit Suisse

  	
   

  	
  125,000,000

  	
   

  
	
  Deutsche Bank Luxembourg S.A.

  	
   

  	
  125,000,000

  	
   

  
	
  Fortis Bank
  (Nederland) N.V.

  	
   

  	
  125,000,000

  	
   

  
	
  HVB Banque
  Luxembourg Société Anonyme

  	
   

  	
  125,000,000

  	
   

  
	
  ING Bank N.V.

  	
   

  	
  125,000,000

  	
   

  
	
  JPMorgan Chase
  Bank, N.A.

  	
   

  	
  125,000,000

  	
   

  
	
  The Royal Bank
  of Scotland plc

  	
   

  	
  125,000,000

  	
   

  
	
  Total

  	
   

  	
  euro

  	
  1,500,000,000

  	
   

  
					



 



 74
 









Part 2


The Swingline Lenders


	
  Name

  	
   

  	
  Swingline Commitment (euro)

  	
   

  
	
  ABN AMRO Bank
  N.V.

  	
   

  	
  41,666,666.67

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  41,666,666.67

  	
   

  
	
  BNP Paribas

  	
   

  	
  41,666,666.67

  	
   

  
	
  Citibank
  International PLC (and for the purposes of Dollar Swingline Advances only,
  Citibank, N.A., New York)

  	
   

  	
  41,666,666.67

  	
   

  
	
  Coöperatieve
  Centrale Raiffeisen-Boerenleenbank b.a.

  	
   

  	
  41,666,666.67

  	
   

  
	
  Credit Suisse
  (and for the purposes of Dollar Swingline Advances only, Credit Suisse acting
  through its Cayman Islands branch)

  	
   

  	
  41,666,666.67

  	
   

  
	
  Deutsche Bank Luxembourg S.A.

  	
   

  	
  41,666,666.67

  	
   

  
	
  Fortis Bank
  (Nederland) N.V. (and for the purposes of Dollar Swingline Advances only,
  Fortis Capital Corp.)

  	
   

  	
  41,666,666.67

  	
   

  
	
  HVB Banque
  Luxembourg Société Anonyme

  	
   

  	
  41,666,666.66

  	
   

  
	
  ING Bank N.V.
  (and for the purposes of Dollar Swingline Advances only, ING Bank N.V.,
  Dublin branch)

  	
   

  	
  41,666,666.66

  	
   

  
	
  JPMorgan Chase
  Bank, N.A. (and for the purposes of Dollar Swingline Advances only, JPMorgan
  Chase Bank, N.A., New York, International Facility (IBF))

  	
   

  	
  41,666,666.66

  	
   

  
	
  The Royal Bank
  of Scotland plc

  	
   

  	
  41,666,666.66

  	
   

  
	
  Total

  	
   

  	
  euro

  	
  500,000,000

  	
   

  
					



 



 75
 









SCHEDULE 2

CONDITIONS PRECEDENT


Part 1

Conditions Precedent


1.                                       A copy of the Articles of Association of the
Company.


2.                                       An excerpt of the registration of the Company
in the Trade Register of the applicable Chamber of Commerce in the Netherlands.


3.                                       (a)                                  A copy of a resolution of the board of
management of the Company:


(i)                                     approving the terms of, and the transactions
contemplated by, the Finance Documents to which it is a party and resolving
that it execute the Finance Documents to which it is a party;


(ii)                                  showing that the board of management
considered the giving of the guarantee in Clause 18 (Guarantee and indemnity) to be for the commercial benefit of
the Company;


(iii)                               authorising a specified person or persons to execute the Finance
Documents to which it is a party on its behalf; and


(iv)                              authorising a specified person or persons, on its behalf, to sign
and/or despatch all other documents and notices (including Utilisation
Requests) to be signed and/or despatched by it under or in connection with the
Finance Documents;


(b)                                 a specimen of the signature of each person
authorised by the resolution referred to in paragraph (a) above or authorised
by a sub power of attorney (ondervolmacht)
acceptable to the Facility Agent; and


(c)                                  a certificate of the Company (signed by a
director (statutair directeur) of
the Company) 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 date of this Agreement.


4.                                       A certificate of the Company (signed by a
director (statutair directeur) of
the Company) confirming that borrowing and guaranteeing all or any part of the
Total Commitments would not cause any borrowing, guaranteeing or similar limit
binding on any Obligor to be exceeded.


5.                                       Legal opinions of Clifford Chance, Dutch and
English legal advisers to the Mandated Lead Arrangers and the Facility Agent,
addressed to the Finance Parties.


6.                                       Evidence that the process agent referred to
in Clause 37(b) (Service of process)
has accepted its appointment.


7.                                       A copy of any other Authorisation or other
document, opinion or assurance which the Facility Agent considers to be
necessary or desirable (if it has notified the Company accordingly) in



 76
 









connection with the entry into and performance of the transactions
contemplated by any Finance Document or for the validity and enforceability of
any Finance Document.


8.                                       Evidence satisfactory to the Facility Agent
that the Original Facility Agreement has been prepaid and cancelled in full on
or prior to the date hereof.


9.                                       A copy of a resolution by the supervisory
board of the Company confirming the approval of the entering into, execution
and performance of this Agreement.



 77
 









Part 2


Conditions precedent required to be delivered by an
Additional Obligor


1.                                       An Accession Letter, duly executed by the
Additional Obligor and the Company.


2.                                       A copy of the constitutional documents of the
Additional Obligor and, in the case of an Additional Obligor incorporated in
The Netherlands, an excerpt of the registration of the Additional Obligor in
the Trade Register of the applicable Chamber of Commerce in The Netherlands.


3.                                       If applicable in the relevant jurisdiction, a
copy of a resolution of the board of directors or, as the case may be, board of
management of the Additional Obligor (and of any other corporate bodies that
need to authorise any of the following):


(i)                                     approving the terms of, and the transactions
contemplated by, the Accession Letter and the Finance Documents and resolving
that it execute the Accession Letter;


(ii)                                  authorising a specified person or persons to
execute the Accession Letter on its behalf; and


(iii)                               authorising a specified person or persons, on its behalf, to sign
and/or despatch all other documents and notices (including, in relation to an
Additional Borrower, Utilisation Requests) to be signed and/or despatched by it
under or in connection with the Finance Documents.


4.                                       A certificate of a director of the Additional
Obligor confirming that the borrowing or guaranteeing, as appropriate, of the
Total Commitments in full would not cause any borrowing guaranteeing or similar
limit binding on it to be exceeded.


5.                                       A copy of any other authorisation or other
document, opinion or assurance which the Facility Agent (acting reasonably)
considers to be necessary in connection with the entry into and performance of,
and the transactions contemplated by, the Accession Letter or for the validity
and enforceability of any Finance Document.


6.                                       A specimen of the signature of each person
authorised by the resolution referred to in paragraph 3 above.


7.                                       If available, the latest audited accounts of
the Additional Obligor.


8.                                       A certificate of an authorised signatory of
the Additional Obligor 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 Accession Letter.


9.                                       A legal opinion of English legal advisers to
the Facility Agent, addressed to the Finance Parties.


10.                                 If the Additional Obligor is incorporated in
a jurisdiction other than England and Wales, a legal opinion of the legal
advisers to the Mandated Lead Arrangers and the Facility Agent in the
jurisdiction in which the Additional Obligor is incorporated and addressed to
the Finance Parties.



 78
 









11.                                 If the proposed Additional Obligor is
incorporated in a jurisdiction other than England and Wales, evidence that the
process agent specified in Clause 37(b) (Service
of process) has accepted its appointment in relation to the proposed
Additional Obligor.


12.                                 If applicable in the case of an Additional
Guarantor, a copy of a resolution signed by all the holders of the issued
shares of that Additional Guarantor, approving the terms of, and the
transactions contemplated by, the Finance Documents to which the Additional
Guarantor is a party.



 79
 









SCHEDULE 3

UTILISATION REQUEST


From:                                                                  [Borrower]


To:                                                                              [Facility
Agent]


Dated:


Dear Sirs


Koninklijke
KPN N.V. – euro 1,500,000,000 Credit Agreement

dated 16 August 2006 (the “Credit Agreement”)


1.                                       Words and expressions defined in the Credit
Agreement have the same meaning when used herein.


2.                                       We wish to borrow an [Advance/Swingline
Advance] on the following terms:


	
  Proposed Utilisation Date:

  	
   

  	
  [       ]

  
	
  Currency of
  Advance:

  	
   

  	
  [       ]

  
	
  Amount:

  	
   

  	
  [       ]

  
	
  Interest Period:

  	
   

  	
  [       ]

  



 


3.                                       We confirm that each condition specified in
Clause 4.2 (Further conditions precedent)
is satisfied.


4.                                       The proceeds of this Advance should be
credited to [account].


5.                                       This Utilisation Request is irrevocable.


	
  Yours faithfully

  
	
   

  
	
   

  	
   

  	
   

  
	
  authorised signatory for

  
	
  [Koninklijke KPN N.V.]/[Additional Borrower]

  



 



 80
 









SCHEDULE 4

FORM OF TRANSFER CERTIFICATE


To:                                                                              [       ]
as Facility Agent


From:                                                                  [The
Existing Lender] (the “Existing
Lender”) and [The New Lender]
(the “New Lender”)


Dated:


Koninklijke
KPN N.V. – euro 1,500,000,000 Credit Agreement

dated 16 August  2006 (the “Credit
Agreement”)


1.                                       Words and expressions defined in the Credit
Agreement have the same meaning when used herein.


2.                                       We refer to Clause 23.5 (Procedure for transfer) of the Credit
Agreement:


(a)                                  The Existing Lender and the New Lender agree
to the Existing Lender and the New Lender transferring by novation all or part
of the Existing Lender’s Commitment, rights and obligations referred to in the
Schedule in accordance with Clause 23.5 (Procedure
for transfer).


(b)                                 The proposed Transfer Date is
[            ].


(c)                                  The Facility Office and address, fax number
and attention details for notices of the New Lender for the purposes of Clause
30.2 (Addresses) are set out in
the Schedule.


3.                                       The New Lender expressly acknowledges the
limitations on the Existing Lender’s obligations set out in paragraph (c) of
Clause 23.4 (Limitation of responsibility of
Existing Lenders).


4.                                       The New Lender confirms on the date on which
it becomes a party to the Agreement that it is a PMP.(1)


5.                                       This Transfer Certificate is governed by
English law.


THE
SCHEDULE


Commitment/rights
and obligations to be transferred


[insert relevant details]

[Facility Office address, fax number and
attention details for notices and account details for payments,]


	
  [Existing Lender]

  	
  [New Lender]

  
	
   

  	
   

  
	
  By:

  	
  By:

  



 






(1) Only include as long
as it is a requirement of Dutch law that the New Lender is a PMP.


 


 



 81
 









This Transfer Certificate is accepted by the Facility Agent and the
Transfer Date is confirmed as
[           ].


[Facility Agent]


By:



 82
 









SCHEDULE 5

TIMETABLES


	
   

  	
   

  	
  Advances in euro

  	
   

  	
  Advances in

  sterling and

  dollars

  	
   

  	
  Advances in

  other currencies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery of a duly completed Utilisation Request
  (Clause 5.1 (Delivery of a Utilisation
  Request))

  	
   

  	
  4.30p.m. London time, 3 Business Days prior to
  the proposed Utilisation Date

  	
   

  	
  4.30p.m. London time, 3 Business Days prior to
  the proposed Utilisation Date

  	
   

  	
  4.30p.m. London time, 3 Business Days prior to the
  proposed Utilisation Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent determines (in relation to a
  Utilisation) the Base Currency Amount of the Advance, if required under
  Clause 5.4 (Lenders’ participation)

  	
   

  	
  N/A

  	
   

  	
  4.30p.m. London time, 3 Business Days prior to
  the proposed Utilisation Date

  	
   

  	
  4.30p.m. London time, 3 Business Days prior to
  the proposed Utilisation Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent notifies the Lenders of the Advance
  in accordance with Clause 5.4 (Lenders’
  participation)

  	
   

  	
  Promptly upon receipt from the Borrower

  	
   

  	
  Promptly upon receipt from the Borrower

  	
   

  	
  Promptly upon receipt from the Borrower

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery of a duly completed Utilisation Request
  (Clause 5.5 (Delivery of a Utilisation
  Request for a Swingline Advance))

  	
   

  	
  Prior to 10.30 a.m. Brussels time on the proposed
  Utilisation Date

  	
   

  	
  Prior to 11.00 a.m. New York time on the proposed
  Utilisation Date

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Swingline Agent notifies each Swingline Lender of
  the amount, currency and the Base Currency Amount of each Swingline Advance
  (Clause 5.8(c) (Swingline Lenders’
  Participation))

  	
   

  	
  Promptly upon receipt from the Borrower

  	
   

  	
  Promptly upon receipt from the Borrower

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent receives a notification from a Lender
  under Clause 6.2 (Unavailability of a currency)

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Quotation Day as of 9 a.m. London time

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Agent gives notice in accordance with
  Clause 6.2 (Unavailability of a currency)

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Upon receipt of notification from the Lenders

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIBOR or EURIBOR is fixed

  	
   

  	
  Quotation Day as of 10 a.m. London time in respect
  of EURIBOR

  	
   

  	
  Quotation Day as of 11 a.m. London time

  	
   

  	
  Quotation Day as of 11 a.m. London time

  



 



 83
 









SCHEDULE 6

MANDATORY COST FORMULAE


1.                                       The Mandatory Cost is an addition to the
interest rate to compensate Lenders for the cost of compliance with (a) the
requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces all or any of its
functions) or (b) the requirements of the European Central Bank.


2.                                       On the first day of each Interest Period (or
as soon as possible thereafter) the Facility Agent shall calculate, as a
percentage rate, a rate (the  “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. 
The Mandatory Cost will be calculated by the Agent as a weighted average
of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage
participation of each Lender in the relevant Advance) calculated by the
Facility Agent and will be expressed as a percentage rate per annum.


3.                                       The Additional Cost Rate for any Lender
lending from a Facility Office in a Participating Member State will be the
percentage notified by that Lender to the Facility Agent.  This percentage will be certified by that Lender
in its notice to the Facility Agent to be its reasonable determination of the
cost (expressed as a percentage of that Lender’s participation in all Advances
made from that Facility Office) of complying with minimum reserve requirements
of the European Central Bank in respect of Advances made from that Facility
Office.


4.                                       The Additional Cost Rate for any Lender
lending from a Facility Office in the United Kingdom will be calculated by the
Facility Agent as follows:


(a)                                  in relation to a domestic sterling Advance:


	
   

  	
  

  	
  per cent. per annum

  



 


(b)                                 in relation to an Advance in any currency
other than domestic sterling:


	
  

  	
  

  	
  per cent. per annum.

  



 


Where:


A                                      is the percentage of Eligible Liabilities
(assuming these to be in excess of any stated minimum) which the Facility Agent
is from time to time required to maintain as an interest free cash ratio
deposit with the Bank of England to comply with cash ratio requirements.


B                                        is the percentage rate of interest (excluding
the Margin and the Mandatory Cost and, if the Advance is an Unpaid Sum, the
additional rate of interest specified in paragraph (a) of Clause 9.3 (Default Interest)) payable for the
relevant Interest Period on the Advance.



 84
 









C                                        is the percentage (if any) of Eligible
Liabilities which the Facility Agent is required from time to time to maintain
as interest bearing Special Deposits with the Bank of England.


D                                       is the percentage rate per annum payable by
the Bank of England to the Facility Agent on interest bearing Special Deposits.


E                                         is designed to compensate the Facility Agent
for amounts payable under the Fees Rules and is calculated by the Facility
Agent as being the average of the most recent rates of charge supplied by the
Reference Banks to the Facility Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.


5.                                       For the purposes of this Schedule:


(a)                                  “Eligible
Liabilities” and “Special Deposits”
have the meanings given to them from time to time under or pursuant to the Bank
of England Act 1998 or (as may be appropriate) by the Bank of England;


(b)                                 “Fees Rules”
means the rules on periodic fees contained in the FSA Supervision Manual or
such other law or regulation as may be in force from time to time in respect of
the payment of fees for the acceptance of deposits;


(c)                                  “Fee
Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated
fee required pursuant to the Fees Rules but taking into account any applicable
discount rate); and


(d)                                 “Tariff
Base” has the meaning given to it, and will be calculated in
accordance with, the Fees Rules.


6.                                       In application of the above formulae, A, B, C
and D will be included in the formulae as percentages (i.e. 5 per cent. will be
included in the formula as 5 and not as 0.05). 
A negative result obtained by subtracting D from B shall be taken as
zero.  The resulting figures shall be
rounded to four decimal places.


7.                                       If requested by the Agent, each Reference
Bank shall, as soon as practicable after publication by the Financial Services
Authority, supply to the Facility Agent, the rate of charge payable by that
Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose 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 £1,000,000 of the Tariff Base of that Reference Bank.


8.                                       Each Lender shall supply any information
required by the Facility Agent for the purpose of calculating its Additional
Cost Rate.  In particular, but without
limitation, each Lender shall supply the following information on or prior to
the date on which it becomes a Lender;


(a)                                  the jurisdiction of its Facility Office; and


(b)                                 any other information that the Facility Agent
may reasonably require for such purpose.



 85
 









Each Lender shall promptly notify the
Facility Agent of any change to the information provided by it pursuant to this
paragraph.


9.                                       The percentages of each Lender for the
purpose of A and C above and the rates of charge of each Reference Bank for the
purpose of E above shall be determined by the Facility Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the
assumption that, unless a Lender notifies the Facility Agent to the contrary,
each Lender’s obligations in relation to 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 same jurisdiction as its Facility
Office.


10.                                 The Facility Agent shall have no liability to
any person if such determination results in an Additional Cost Rate which over
or under compensates any Lender and shall be entitled to assume that the
information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.


11.                                 The Facility Agent shall distribute the
additional amounts received as a result of the Mandatory Cost to the Lenders on
the basis of the Additional Cost Rate for each Lender based on the information
provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and
8 above.


12.                                 Any determination by the Facility Agent
pursuant to this Schedule in relation to a formula, the Mandatory Cost, an
Additional Cost Rate or any amount payable to a Lender shall, in the absence of
manifest error, be conclusive and binding on all Parties.


13.                                 The Facility Agent may from time to time,
after consultation with the Company and the Lenders, determine and notify to
all Parties any amendments which are required to be made to this Schedule in
order to comply with  any change in law,
regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in
any case, any other authority which replaces all or any of its functions) and
any such determination shall, in the absence of manifest error, be conclusive
and binding on all Parties.



 86
 









SCHEDULE 7

FORM OF ACCESSION LETTER


To:                              [        ] as Facility Agent


From:                  [Subsidiary] and Koninklijke KPN N.V.


Dated:


Dear Sirs


Koninklijke
KPN N.V. – euro 1,500,000,000 Facility Agreement

dated 16 August 2006 (the “Facility Agreement”)


1.                                       [Subsidiary]
agrees to become an Additional [Borrower/Guarantor] and to be bound by the
terms of the Facility Agreement as an Additional [Borrower/Guarantor] pursuant
to Clause 24 (Changes to the Obligors)
of the Facility Agreement.  [Subsidiary] is a company duly incorporated
under the laws of [name of relevant
jurisdiction].


2.                                       [Subsidiary’s]
administrative details are as follows:


Address:


Fax No:


Attention:


3.                                       This letter is governed by English law.


[This Guarantor Accession letter is entered into by deed.]


Koninklijke
KPN N.V.                                                                                                                              [Subsidiary]



 87
















SIGNATURES


	
  The Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KONINKLIJKE KPN N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  LEONARDUS JOHANNES MERKUN

  
	
   

  
	
   

  
	
  The Original Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KONINKLIJKE KPN N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  LEONARDUS JOHANNES MERKUN

  
	
   

  
	
   

  
	
  The Mandated Lead Arrangers

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  J. J. BE BUCK

  
	
   

  
	
   

  	
  C. E. STROOMENBERGH

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  PETER STEPHENS

  
	
   

  
	
   

  
	
  BNP PARIBAS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  P. VAN DER VELDEN

  
	
   

  
	
   

  	
  MATIJN VAN WENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIGROUP GLOBAL MARKETS LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  PAUL GIBSS

  
	
   

  
	
   

  
	
  COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
  B.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  ED SMITH

  
	
   

  	
   

  
	
   

  	
  SANDER MUTSAERS

  












 


	
  CREDIT SUISSE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  VARA KAMLESH

  
	
   

  
	
   

  	
  GARRETT LYNSKEY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK AG

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  SUSANNE BALTES

  
	
   

  	
   

  
	
   

  	
  SALCO HERSCHBERG

  
	
   

  
	
   

  
	
  FORTIS BANK (NEDERLAND) N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  M. S. M. DENIE

  
	
   

  
	
   

  	
  J. L. ROGGEVEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  HOLGER MÖLLER

  
	
   

  
	
   

  	
  HARALD HOFFMANN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  P. D. MASTENBROEK

  
	
   

  
	
   

  	
  S. Y. WELS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. MORGAN PLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  JOHN BLACKBOROUGH

  
	
   

  
	
   

  
	
  THE ROYAL BANK OF SCOTLAND PLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  ANNA COLE

  
							












 


	
  The Original Lenders

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  J. J. DE BUCK

  
	
   

  
	
   

  	
  C. E. STROOMENBERGH

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  DILYS ROBERTSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNP PARIBAS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  P. VAN DER VELDEN

  
	
   

  	
   

  	
   

  
	
   

  	
  MATIJN VAN WENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIBANK INTERNATIONAL PLC, LONDON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  PAUL GIBSS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
  B.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  ED SMITH

  
	
   

  	
   

  	
   

  
	
   

  	
  SANDER MUTSAERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  VARA KAMLESH

  
	
   

  	
   

  
	
   

  	
  GARRETT LYNSKEY

  












 


	
  DEUTSCHE BANK LUXEMBOURG
  S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  MARINA SINN-CONRAD

  
	
   

  	
   

  	
   

  
	
   

  	
  ASTRID BREYER-SIMSKI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FORTIS BANK (NEDERLAND) N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  M. S. M. DENIE

  
	
   

  	
   

  	
   

  
	
   

  	
  J. L. ROGGEVEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  HOLGER MÖLLER

  
	
   

  	
   

  	
   

  
	
   

  	
  HARALD HOFFMANN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  P. D. MASTENBROEK

  
	
   

  	
   

  	
   

  
	
   

  	
  S. Y. WELS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  JOHN BLACKBOROUGH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE ROYAL BANK OF SCOTLAND PLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  ANNA COLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Swingline Lenders

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  J. J. DE BUCK

  
	
   

  	
   

  	
   

  
	
   

  	
  C. E. STROOMENBERGH

  	
   

  	
   

  
									












 


	
  BANK OF AMERICA, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  DILYS ROBERTSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNP PARIBAS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  P. VAN DER VELDEN

  
	
   

  	
   

  	
   

  
	
   

  	
  MATIJN VAN WENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIBANK INTERNATIONAL PLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  PAUL GIBSS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIBANK, N.A., NEW YORK for the purposes of
  Dollar Swingline Advances only

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  STEVEN R. VICTORIN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
  B.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  ED SMITH

  
	
   

  	
   

  	
   

  
	
   

  	
  SANDER MUTSAERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  VARA KAMLESH

  
	
   

  	
   

  	
   

  
	
   

  	
  GARRETT LYNSKEY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE acting through its CAYMAN ISLANDS
  BRANCH for
  the purposes of Dollar Swingline Advances only

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  COLIN HELY-HUTCHINSON

  
	
   

  	
   

  	
   

  
	
   

  	
  JOEL GLODOWSKI

  
										












 


	
  DEUTSCHE BANK LUXEMBOURG
  S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  MARINA SINN-CONRAD

  
	
   

  	
   

  	
   

  
	
   

  	
  ASTRID BREYER-SIMSKI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FORTIS BANK (NEDERLAND) N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  M. S. M. DENIE

  
	
   

  	
   

  	
   

  
	
   

  	
  J. L. ROGGEVEEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FORTIS CAPITAL CORP. for the purposes of Dollar
  Swingline Advances only

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  STEPHANIE BABICH-ALLEGRA

  
	
   

  	
   

  	
   

  
	
   

  	
  ANDREW WHITE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  HOLGER MÖLLER

  
	
   

  	
   

  	
   

  
	
   

  	
  HARALD HOFFMANN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  P. D. MASTENBROEK

  
	
   

  	
   

  	
   

  
	
   

  	
  S. Y. WELS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING BANK N.V., DUBLIN BRANCH for the purposes of
  Dollar Swingline Advances only

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  MAURICE KENNY

  
	
   

  	
   

  	
   

  
	
   

  	
  AIDAN NEILL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  JOHN BLACKBOROUGH

  
								












 


	
  JPMORGAN CHASE BANK, N.A., NEW YORK, INTERNATIONAL FACILITY (IBF)

  
	
   

  	
   

  	
   

  
	
  for the purposes of
  Dollar Swingline Advances only

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  JOHN BLACKBOROUGH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE ROYAL BANK OF SCOTLAND PLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  ANNA COLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Facility Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  G. J. WILMER

  
	
   

  	
   

  	
   

  
	
   

  	
  S. G. BEEDLESTON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Euro Swingline Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  G. J. WILMER

  
	
   

  	
   

  	
   

  
	
   

  	
  S. G. BEEDLESTON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Dollar Swingline Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  G. J. WILMER

  
	
   

  	
   

  	
   

  
	
   

  	
  S. G. BEEDLESTON