Unassociated Document


    


    
      	
              EXECUTION
                VERSION

            	
              Exhibit
                4.20

            
	
               

            
	
              AGREEMENT

            
	 
	 
	
              DATED 20
                JULY
                2006

            
	 
	 
	
              REVOLVING
                CREDIT FACILITY

               

              for

               

              SYNGENTA
                AG

               

              with

               

              HSBC
                BANK plc

              as
                Agent

               

              HSBC
                BANK USA, National Association

              as
                U.S Swingline Agent

               

              and

               

              HSBC
                BANK plc

              as
                euro Swingline Agent

               

              U.S.$1,200,000,000

               

               

              

                


            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    CONTENTS

     

    
      
        	Clause	 	Page
	 	 	 
	
                1.

              	
                Interpretation

              	
                2

              
	
                2.

              	
                The
                  Facilities

              	
                16

              
	
                3.

              	
                Purpose

              	
                18

              
	
                4.

              	
                Conditions
                  Precedent

              	
                18

              
	
                5.

              	
                Advances

              	
                19

              
	
                6.

              	
                Repayment

              	
                21

              
	
                7.

              	
                Prepayment
                  and Cancellation

              	
                21

              
	
                8.

              	
                Interest

              	
                23

              
	
                9.

              	
                Payments

              	
                26

              
	
                10.

              	
                Taxes

              	
                28

              
	
                11.

              	
                Market
                  Disruption

              	
                32

              
	
                12.

              	
                Increased
                  Costs

              	
                33

              
	
                13.

              	
                Illegality
                  and Mitigation

              	
                34

              
	
                14.

              	
                Guarantee

              	
                35

              
	
                15.

              	
                Representations
                  and Warranties

              	
                39

              
	
                16.

              	
                Undertakings

              	
                43

              
	
                17.

              	
                Default

              	
                48

              
	
                18.

              	
                The
                  Agents and the Mandated Lead Arrangers

              	
                52

              
	
                19.

              	
                Fees

              	
                57

              
	
                20.

              	
                Expenses

              	
                58

              
	
                21.

              	
                Stamp
                  Duties

              	
                58

              
	
                22.

              	
                Indemnities

              	
                59

              
	
                23.

              	
                Evidence
                  and Calculations

              	
                60

              
	
                24.

              	
                Amendments
                  and Waivers

              	
                60

              
	
                25.

              	
                Changes
                  to the Parties

              	
                61

              
	
                26.

              	
                Disclosure
                  of Information

              	
                65

              
	
                27.

              	
                Set-Off

              	
                65

              
	
                28.

              	
                Pro
                  Rata Sharing

              	
                65

              
	
                29.

              	
                Severability

              	
                66

              
	
                30.

              	
                Counterparts

              	
                67

              
	
                31.

              	
                Notices

              	
                67

              
	
                32.

              	
                Language

              	
                69

              
	
                33.

              	
                Jurisdiction

              	
                69

              
	
                34.

              	
                Governing
                  Law

              	
                70

              


      

    

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      
        	Schedule	 	Page
	 	 	 
	
                1.

              	
                Original
                  Parties

              	
                71

              
	 	
                Part
                  1

              	
                Borrowers

              	
                71

              
	 	
                Part
                  2

              	
                Guarantors

              	
                72

              
	 	
                Part
                  3

              	
                Banks
                  and Commitments

              	
                73

              
	 	
                Part
                  4

              	
                U.S.
                  Swingline Banks and U.S. Swingline Commitments

              	
                74

              
	 	
                Part
                  5

              	
                euro
                  Swingline Banks and euro Swingline Commitments

              	
                75

              
	
                2.

              	
                Conditions
                  Precedent Documents

              	
                76

              
	 	
                Part
                  1

              	
                To
                  be Delivered before the First Advance

              	
                76

              
	 	
                Part
                  2

              	
                To
                  be Delivered by an Additional Borrower

              	
                78

              
	 	
                Part
                  3

              	
                To
                  be Delivered by an Additional Guarantor

              	
                79

              
	
                3.

              	
                Calculation
                  of the Mandatory Cost

              	
                81

              
	
                4.

              	
                Form
                  of Request

              	
                84

              
	
                5.

              	
                Forms
                  of Accession Documents

              	
                85

              
	 	
                Part
                  1

              	
                Novation
                  Certificate

              	
                85

              
	 	
                Part
                  2

              	
                Borrower
                  Accession Agreement

              	
                87

              
	 	
                Part
                  3

              	
                Guarantor
                  Accession Agreement

              	
                88

              
	 	 	 	 
	 	 	 	 
	
                Signatories

              	 	 	
                89

              


      

    

    

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    THIS
      AGREEMENT
      is dated
      20 July 2006

     

    BETWEEN:

     

    
      	
              (1)

            	
              SYNGENTA
                AG
                (the Parent);

            


    

     

    
      	
              (2)

            	
              THE
                SUBSIDIARIES OF THE PARENT
                listed in Part
                1
                of
                Schedule
                1
                as
                borrowers (the Original
                Borrowers);

            


    

     

    
      	
              (3)

            	
              THE
                SUBSIDIARIES OF THE PARENT
                listed in Part
                2
                of
                Schedule
                1
                as
                guarantors (the Original
                Guarantors);

            


    

     

    
      	
              (4)

            	
              BANCO
                SANTANDER CENTRAL HISPANO, S.A., BANK AUSTRIA CREDITANSTALT AG, BANK
                OF
                AMERICA, N.A., CITIBANK NA, London, CREDIT SUISSE, DEUTSCHE BANK
                LUXEMBOURG S.A., HSBC BANK plc and
                UBS LIMITED
                as
                mandated lead arrangers (in this capacity the Mandated
                Lead Arrangers);

            


    

     

    
      	
              (5)

            	
              THE
                FINANCIAL INSTITUTIONS
                listed in Part 3 of Schedule
                1
                as
                banks;

            


    

     

    
      	
              (6)

            	
              HSBC
                BANK plc
                as
                agent (in this capacity the Agent);
                

            


    

     

    
      	
              (7)

            	
              HSBC
                BANK USA, National Association
                as
                U.S. swingline agent (in this capacity the U.S.
                Swingline Agent);
                and

            


    

     

    
      	
              (8)

            	
              HSBC
                BANK plc as
                euro swingline agent (in this capacity the euro
                Swingline Agent).

            


    

     

    IT
      IS AGREED
      as
      follows: 

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Agreement:

     

    Acquisition
      means
      the acquisition directly or indirectly (whether by one transaction or by a
      series of related transactions) of any interest whatsoever in the share capital
      (or equivalent) or the business or undertaking (including, but not limited
      to,
      any franchise rights) or assets constituting a separate business, line of
      business or undertaking of any company or other person.

     

    Additional
      Borrower
      means:

     

    
      	 	
              (a)

            	
              any
                wholly-owned Subsidiary of the Parent incorporated in the United
                Kingdom,
                the United States, Switzerland, Luxembourg or the Netherlands;
                or

            


    

     

    
      	 	
              (b)

            	
              any
                wholly-owned Subsidiary of the Parent incorporated in any other
                jurisdiction approved in writing by all the
                Banks,

            


    

     

    in
      each
      case which becomes a Borrower in accordance with Clause 25.4
      (Additional Borrowers).

     

    Additional
      Guarantor
      means a
      member of the Group which becomes a Guarantor in accordance with Clause
25.5
      (Additional Guarantors).

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


     

    Advance
      means a
      Revolving Advance or a Swingline Advance.

     

    Affiliate
      for the
      purposes of this Agreement means a Subsidiary or a holding company (as defined
      in Section 736 of the Companies Act 1985) of a person and any other Subsidiary
      of that holding company.

     

    Agent's
      Spot Rate of Exchange
      means
      the spot rate of exchange as determined by the Agent for the purchase of the
      relevant Optional Currency in the London foreign exchange market with U.S.
      Dollars at the relevant time on a particular day.

     

    Agreed
      Percentage
      means in
      relation to a Bank and a Swingline Advance, the amount of its Commitment
      expressed as a percentage of the Total Commitments.

     

    Anniversary
      means an
      anniversary of the Signing Date.

     

    Anti-Terrorism
      Law
      means
      each of:

     

    
      	 	
              (a)

            	
              the
                Executive Order;

            


    

     

    
      	 	
              (b)

            	
              the
                Uniting and Strengthening America by Providing Appropriate Tools
                Required
                to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56
                (commonly known as the USA Patriot Act);


            


    

     

    
      	 	
              (c)

            	
              the
                Money Laundering Control Act of 1986, Public Law 99-570;
                and

            


    

     

    
      	 	
              (d)

            	
              any
                similar law enacted in the United States of America subsequent to
                the date
                of this Agreement.

            


    

     

    Availability
      Period
      means
      the period from the Signing Date up to and including the Final Maturity
      Date.

     

    Banks
      means
      those financial institutions listed in Part 3 of Schedule
      1,
      including the U.S. Swingline Banks and the euro Swingline Banks and their
      respective successors and assigns which are for the time being participating
      in
      the Facilities.

     

    Borrower
      means
      the Parent, each Original Borrower and each Additional Borrower.

     

    Borrower
      Accession Agreement
      means a
      letter substantially in the form of Part
      2
      of
Schedule
      5
      with
      such amendments as the Agent may approve or reasonably require.

     

    Borrowers'
      Agent
      means
      the Parent or a wholly-owned Subsidiary of the Parent as notified by the Parent
      in writing to the Agent from time to time.

     

    Borrowings
      means
      (without double counting) any indebtedness in respect of the
      following:

     

    
      	 	
              (a)

            	
              money
                borrowed or raised and debit balances at
                banks;

            


    

     

    
      	 	
              (b)

            	
              any
                bond, note, loan stock, debenture or similar debt
                instrument;

            


    

     

    
      	 	
              (c)

            	
              acceptance
                credit facilities and, for the purposes of Clause 17.5
                (Cross acceleration) only, documentary credit
                facilities;

            


    

     

    
      	 	
              (d)

            	
              receivables
                sold or discounted (otherwise than on a non-recourse
                basis);

            


    

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


     

    
      	 	
              (e)

            	
              finance
                leases and hire purchase contracts which are required to be capitalised
                under international accounting
                standards;

            


    

     

    
      	 	
              (f)

            	
              any
                other transaction (including any forward sale or purchase agreement)
                having the commercial effect of a borrowing or raising of money but
                excluding transactions entered into in the ordinary course of business
                where the duration of such borrowing is less than 90
                days;

            


    

     

    
      	 	
              (g)

            	
              for
                the purposes of Clause 17.5
                (Cross acceleration) only, the net amount of any liability under
                any swap,
                hedging or similar treasury instrument;
                and

            


    

     

    
      	 	
              (h)

            	
              guarantees
                in respect of indebtedness of any person falling within any of paragraphs
                (a)
                to
                (g)
                (both inclusive) above,

            


    

     

    provided
      that:

     

    
      	 	
              (i)

            	
              any
                indebtedness owing by one member of the Group to another member of
                the
                Group; or

            


    

     

    
      	 	
              (ii)

            	
              any
                indebtedness to be used to refinance other Borrowings (to the extent
                applied in refinancing those Borrowings within 60 days of being incurred),
                or

            


    

     

    
      	 	
              (iii)

            	
              any
                Excluded Vendor Financing,

            


    

     

    shall
      not
      be taken into account as Borrowings.

     

    Business
      Day
      means a
      day (other than a Saturday or Sunday) on which banks and the interbank and
      foreign exchange markets are open for business in London and:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              if
                on that day a payment in or a purchase of euros is to be made, which
                is
                also a TARGET Day.

            


    

     

    Code
      means
      the United States Internal Revenue Code of 1986, as amended and any rule or
      regulation issued thereunder from time to time in effect.

     

    Combined
      Swingline Sub-Limit means,
      subject to paragraph (e) of Clause 7.6 (Miscellaneous provisions),
      U.S.$500,000,000.

     

    Commitment
      means:

     

    
      	 	
              (a)

            	
              in
                respect of a Bank which is a Bank on the date of this Agreement,
                the
                amount in U.S. Dollars set opposite the name of that Bank in Part
                3 of
                Schedule 1 (including its Swingline Commitment, if applicable);
                and

            


    

     

    
      	 	
              (b)

            	
              in
                respect of a Bank which becomes a Bank after the date of this Agreement,
                the amount of any other Bank's Commitment (including any Swingline
                Commitment) acquired by it under Clause 25
                (Changes
                to the Parties),
                

            


    

     

    in
      each
      case to the extent not transferred, cancelled or reduced under this
      Agreement.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


     

    Controlled
      Group means
      all
      members of a controlled group of corporations and all trades or businesses
      (whether or not incorporated) under common control which, together with any
      Obligor, are treated as a single employer under Section 414 (b) or (c) of the
      Code.

     

    Dangerous
      Substance
      means
      any radioactive emissions and any natural or artificial substance (in whatever
      form) the generation, transportation, storage, treatment, use or disposal of
      which (whether alone or in combination with any other substance) gives rise
      to a
      risk of causing harm to man or any other living organism or damaging the
      Environment or public health or welfare, including (without limitation) any
      controlled, special, hazardous, toxic, radioactive or dangerous
      waste.

     

    Default
      means an
      Event of Default or an event which, with the giving of notice, determination
      of
      materiality or expiry of any grace period (or any combination of the foregoing)
      in each case specified in Clause 17
      (Default), would constitute an Event of Default.

     

    Environment
      means
      the environment as defined in Section 1(2) of the Environmental Protection
      Act
      1990.

     

    Environmental
      Claim
      means
      any claim by any person:

     

    
      	 	
              (a)

            	
              in
                respect of any loss or liability suffered or incurred by that person
                as a
                result of or in connection with any violation of Environmental Law;
                or

            


    

     

    
      	 	
              (b)

            	
              that
                arises as a result of or in connection with Environmental Contamination
                and that could give rise to any remedy or penalty (whether interim
                or
                final) that may be enforced or assessed by private or public legal
                action
                or administrative order or
                proceedings.

            


    

     

    Environmental
      Contamination
      means
      each of the following and their consequences:

     

    
      	 	
              (a)

            	
              any
                release, discharge, emission, leakage or spillage of any Dangerous
                Substance at or from any site owned, occupied or used by any member
                of the
                Group into any part of the Environment;
                or

            


    

     

    
      	 	
              (b)

            	
              any
                accident, fire, explosion or sudden event at any site owned, occupied
                or
                used by any member of the Group which is directly or indirectly caused
                by
                or attributable to any Dangerous Substance;
                or

            


    

     

    
      	 	
              (c)

            	
              any
                other pollution of the Environment.

            


    

     

    Environmental
      Law
      means
      all laws, regulations, codes of practice, circulars, guidance notices and the
      like having legal effect (whether in the United Kingdom or elsewhere) concerning
      the protection of human health, the Environment, the conditions of the work
      place or the generation, transportation, storage, treatment or disposal of
      Dangerous Substances.

     

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

     

    ERISA
      means
      the U.S. Employee Retirement Income Security Act of 1974, as amended, and any
      rule or regulation issued thereunder from time to time in effect.

     

    EURIBOR
      means in
      relation to any Advance or unpaid sum denominated in euros:

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	
                (a)

              	the
                applicable Screen Rate (unless the Advance is a euro Swingline Advance);
                or


      

       

    

    
      	 	
              (b)

            	
              if
                no Screen Rate is available for the Term of that Advance or overdue
                amount
                or the Advance is a euro Swingline Advance, the arithmetic mean (rounded
                upward to four decimal places) of the rates as supplied to the Agent
                at
                its request quoted by the Reference Banks to leading banks in the
                European
                interbank market,

            


    

     

    as
      of
      11.00 a.m. (Brussels time) or, for a euro Swingline Advance, 11.00 a.m.
      (London time), in each case on the Rate Fixing Day for the offering of deposits
      in euro for a period comparable to that Term.

     

    euro
      Swingline Advance
      means an
      advance made or to be made by a euro Swingline
      Bank under the euro Swingline
      Facility.

     

    euro
      Swingline Bank
      means,
      subject to Clause 25.2
      (Transfers by Banks), a Bank listed in Part 5 of Schedule
      1.

     

    euro
      Swingline Commitment
      means:

     

    
      	 	
              (a)

            	
              in
                respect of a Bank which is a euro Swingline Bank on the date of this
                Agreement, the amount in U.S. Dollars set opposite its name in Part
                5 of
                Schedule
                1;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to a Bank which becomes a euro Swingline Bank after the
                date of
                this Agreement, the amount of any other Bank's euro Swingline Commitment
                acquired by it under Clause 25
                (Changes
                to the Parties),

            


    

     

    in
      each
      case to the extent not transferred, cancelled or reduced under this
      Agreement.

     

    euro
      Swingline Facility
      means
      the committed euro swingline facility, forming part of the Revolving Credit
      Facility, referred to in Clause 2.1(c) (Facilities).

     

    euro
      Swingline Total Commitments
      means
      the aggregate for the time being of the euro Swingline Commitments of all the
      euro Swingline Banks, being U.S.$500,000,000 at the date of this
      Agreement.

     

    Event
      of Default
      means an
      event specified as such in Clause 17
      (Default).

     

    Excluded
      Vendor Financing
      means
      any liability under any Vendor Financing to the extent treated as off balance
      sheet of the Group by the relevant auditors.

     

    Executive
      Order means
      Executive Order No. 13224 of September 23, 2001 - Blocking Property and
      Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support
      Terrorism.

     

    Existing
      Facility means
      the
      U.S.$1,500,000,000 revolving credit facility dated 4 August 2004 between (among
      others) the Parent and the Agent.

     

    Facility
      means
      any of the facilities to draw Revolving Advances, U.S. Swingline Advances or
      euro Swingline Advances referred to in subclauses 2.1(a), 2.1(b) and 2.1(c)
      (Facilities) respectively.

     

    Facility
      Office
      means
      the office(s) notified by a Bank to the Agent:

     

    
      	 	
              (a)

            	
              on
                or before the date it becomes a Bank;
                or

            


    

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (b)

            	
              by
                not less than five Business Days'
                notice,

            


    

     

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

     

    Federal
      Funds Rate
      means,
      on any day, the rate per annum determined by the U.S. Swingline Agent to be
      the
      Federal Funds Rate (as published by the Federal Reserve Bank of New York) at
      or
      about 1.00 p.m. (New York City time) on that day.

     

    Fee
      Letters
      means
      each letter dated on or about the Signing Date between the Agent and the Parent
      in each case setting out the amount of various fees referred to in Clause
19
      (Fees).

     

    Final
      Maturity Date means
      the
      seventh Anniversary.

     

    Finance
      Document
      means
      this Agreement, each Fee Letter, a Borrower Accession Agreement, a Guarantor
      Accession Agreement or any other document designated as such by the Agent and
      the Borrowers' Agent.

     

    Finance
      Party
      means a
      Mandated Lead Arranger, a Bank, the Agent, the U.S. Swingline Agent or the
      euro
      Swingline Agent.

     

    Group
      means
      the Parent and its Subsidiaries.

     

    Guarantor
      means
      each of:

     

    
      	 	
              (a)

            	
              the
                Original Guarantors;

            


    

     

    
      	 	
              (b)

            	
              the
                Additional Guarantors; and

            


    

     

    
      	 	
              (c)

            	
              the
                Parent.

            


    

     

    Guarantor
      Accession Agreement
      means a
      deed substantially in the form of Part
      3
      of
Schedule
      5
      with
      such amendments as the Agent may approve or reasonably require.

     

    Intellectual
      Property Rights
      means
      all know-how, patents, trade marks, designs and design right, trading names,
      copyrights (including any copyright in computer software), database rights
      and
      other intellectual property rights anywhere in the world (in each case whether
      registered or not and including all applications for the same).

     

    LIBOR
      means
      for the Term of any Advance or overdue amount:

     

    
      	 	
              (a)

            	
              the
                applicable Screen Rate; or

            


    

     

    
      	 	
              (b)

            	
              if
                no Screen Rate is available for the relevant currency or Term of
                that
                Advance or overdue amount, the arithmetic mean (rounded upward to
                four
                decimal places) of the rates, as supplied to the Agent at its request,
                quoted by the Reference Banks to leading banks in the London interbank
                market,

            


    

     

    as
      of
      11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency
      of that Advance or overdue amount for a period comparable to that
      Term.

     

    Luxembourg
      Borrower
      means a
      Borrower which is incorporated in, or has its place of effective management
      in,
      Luxembourg.

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


     

    Majority
      Banks
      means,
      at any time, Banks the sum of the aggregate Original Dollar Amount of whose
      Advances and undrawn Commitments at that time aggregate more than 66 2/3 per
      cent. of the sum of the aggregate Original Dollar Amount of all Advances then
      outstanding and the then undrawn Total Commitments (or if the Total Commitments
      have been reduced to zero and there are no Advances then outstanding, whose
      Commitments aggregated more than 66 2/3 per cent. of the Total Commitments
      immediately before the reduction).

     

    Mandatory
      Cost
      means in
      relation to an Advance (other than a U.S. Swingline Advance), the cost of
      compliance with certain regulatory requirements, expressed as a percentage
      rate
      per annum and calculated by the Agent in accordance with Schedule
      3.

     

    Margin
      means
      the percentage rate per annum determined to be the Margin in accordance with
      Clause 8.5(a)
      (Margin), as adjusted from time to time in accordance with Clauses 8.5(a)
      or
8.5(b)
      (Margin).

     

    Material
      Subsidiary
      means:

     

    
      	 	
              (a)

            	
              any
                Obligor (other than the Parent);
                and

            


    

     

    
      	 	
              (b)

            	
              any
                other Subsidiary of the Parent:

            


    

     

    
      	 	
              (i)

            	
              whose
                unconsolidated gross assets are more than five per cent. of the
                consolidated gross assets of the Group;
                or

            


    

     

    
      	 	
              (ii)

            	
              whose
                external turnover is more than five per cent. of the consolidated
                turnover
                of the Group; or

            


    

     

    
      	 	
              (iii)

            	
              who
                is nominated in writing to the Agent by the Parent as a Material
                Subsidiary for the purposes of Clause 17.13
                (Cessation of Business),

            


    

     

    in
      the
      case of (i)
      and
(ii)
      above,
      as
      shown (in the case of any Subsidiary) in the accounts used for preparing the
      Group consolidation in the most recent annual or semi-annual consolidated
      financial statements of the Group delivered under Clause 16.2(a)
      or
(b)
      (Financial Information) and (in the case of the Group) in the most recent annual
      or semi-annual consolidated financial statements of the Group delivered under
      Clause 16.2(a)
      or
(b)
      (Financial Information) after, for this purpose, deducting from each set of
      figures amounts attributable to minorities. If a Subsidiary which is not a
      Material Subsidiary on the basis of the most recent such accounts receives
      a
      transfer of assets or the right to receive any turnover which, taken together
      with the existing assets or turnover of that Subsidiary, would satisfy any
      of
      the tests in (i)
      or
(ii)
      above,
      then
      that Subsidiary shall also be a Material Subsidiary on and from the date it
      receives such transfer. If a Material Subsidiary disposes of any assets or
      the
      right to receive any turnover such that it would on the basis of the most recent
      such accounts cease to be a Material Subsidiary, then it shall be excluded
      as a
      Material Subsidiary from the date it makes such disposal. 

     

    Maturity
      Date
      means
      the last day of the Term of an Advance.

     

    Multiemployer
      Plan
      means a
      "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which any
      Obligor or any member of the Controlled Group has an obligation to
      contribute.

     

    
      New
        York Business Day
        means a
        day (other than a Saturday or Sunday) on which banks are open for business
        in
        New York.

      

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

    

     

    Novation
      Certificate
      has the
      meaning given to it in Clause 25.3(a)(i)
      (Procedure for novations).

     

    Obligor
      means
      each Borrower and each Guarantor.

     

    Optional
      Currency
      means,
      in relation to any Advance or proposed Advance, Sterling, euros, Swiss Francs
      and (subject to such Advances not, at any time, exceeding in aggregate an
      Original Dollar Amount of US$200,000,000) Japanese Yen and any other currency
      other than U.S. Dollars which is readily available and freely transferable
      in
      the London foreign exchange market in sufficient amounts to fund that
      Advance.

     

    Original
      Dollar Amount
      means:

     

    
      	 	
              (a)

            	
              the
                principal amount of an Advance denominated in U.S. Dollars;
                

            


    

     

    
      	 	
              (b)

            	
              the
                principal amount of an Advance (other than a euro Swingline Advance)
                denominated in any other currency, translated into U.S. Dollars on
                the
                basis of the Agent's Spot Rate of Exchange on the date of receipt
                by the
                Agent of the Request for that Advance;
                or

            


    

     

    
      	 	
              (c)

            	
              in
                respect of a euro Swingline Advance, the principal amount of that
                euro
                Swingline Advance translated into U.S. Dollars on the basis of the
                Agent’s
                Spot Rate of Exchange on the date of receipt by the euro Swingline
                Agent
                of the Request for that Advance.

            


    

     

    Original
      Group Accounts
      means
      the audited consolidated financial statements of the Group provided to the
      Mandated Lead Arrangers on or before the Signing Date for the financial year
      ended 31st
      December, 2005.

     

    Original
      Obligors
      means
      the Parent, the Original Borrowers and the Original Guarantors.

     

    Participating
      Member State
      means a
      member state of the European Communities that adopts the euro as its lawful
      currency under the legislation of the European Union for European Monetary
      Union.

     

    Party
      means a
      party to this Agreement.

     

    PBGC
      means
      the Pension Benefit Guaranty Corporation referred to and defined in ERISA,
      or
      any successor thereto.

     

    Permitted
      Security Interest
      means:

     

    
      	 	
              (a)

            	
              a
                Security Interest over assets acquired after the Signing Date or
                assets of
                a company which becomes a Subsidiary after the Signing Date provided
                that:

            


    

     

    
      	 	
              (i)

            	
              such
                Security Interest was in existence prior to the date of the acquisition
                of
                the asset or company concerned and was not created in contemplation
                of the
                acquisition;

            


    

     

    
      
        	 	
                (ii)

              	
                the
                  amount secured by such Security Interest as at the date of acquisition
                  is
                  not thereafter increased and is amortised or redeemed in accordance
                  with
                  scheduled repayments or reductions in effect immediately prior
                  to the date
                  of acquisition; and

              


      

       

    

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (iii)

            	
              such
                Security Interest is discharged within six months of the acquisition
                in
                question unless the Majority Banks agree in writing
                otherwise;

            


    

     

    
      	 	
              (b)

            	
              a
                Security Interest created in the ordinary course of business by a
                member
                of the Group by means of a retention of title provision contained
                in a
                contract for the supply of goods to that member of the
                Group;

            


    

     

    
      	 	
              (c)

            	
              liens
                and other Security Interests created or arising in the ordinary course
                of
                business (other than in respect of Borrowings) consistent with past
                practice of the Group;

            


    

     

    
      	 	
              (d)

            	
              any
                Security Interest arising in the ordinary course of cash management
                activities by virtue of any right on the part of any bank to apply
                any
                part of any credit balance(s) representing any moneys standing to
                the
                credit of any bank account of any member of the Group in the books
                of such
                bank in discharge or satisfaction of any part of any debit balance(s)
                of
                any bank account of any member of the Group in the books of such
                bank;

            


    

     

    
      	 	
              (e)

            	
              any
                Security Interest created over shares in a single purpose company
                or over
                the assets of such a company securing Project Finance Borrowings
                of that
                company incurred to finance the project undertaken by that
                company;

            


    

     

    
      	 	
              (f)

            	
              any
                other Security Interest to which the Agent, acting on the instructions
                of
                the Majority Banks, has given its prior written consent;
                and

            


    

     

    
      	 	
              (g)

            	
              any
                Security Interest securing indebtedness in an amount (without duplication)
                which when aggregated with any Priority Borrowings does not exceed
                an
                amount equal to 15% of the consolidated total gross assets of the
                Group.

            


    

     

    Plan
      means an
      "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within
      the preceding five years, has been established or maintained, or to which
      contributions are or, within the preceding five years, have been made or
      required to be made, by an Obligor or any member of the Controlled Group or
      with
      respect to which an Obligor or any member of the Controlled Group may have
      any
      liability, and which is subject to coverage under ERISA.

     

    Prime
      Rate
      means
      the prime commercial lending rate for U.S. Dollars from time to time announced
      by the U.S. Swingline Agent. Each change in the interest rate on a U.S.
      Swingline Advance which results from a change in the Prime Rate becomes
      effective on the day on which the change in the Prime Rate becomes
      effective.

     

    Priority
      Borrowings
      means at
      any time the aggregate amount outstanding of any Borrowings permitted pursuant
      to paragraph (e) of Clause 16.8 (Priority Borrowings).

     

    Project
      Finance Borrowing
      means
      any Borrowing to finance a project:

     

    
      	 	
              (a)

            	
              which
                is made by a single purpose company (whether or not a member of the
                Group)
                whose principal assets and business are constituted by that project
                and
                whose liabilities in respect of the Borrowing concerned are not directly
                or indirectly the subject of a guarantee, indemnity or any other
                form of
                assurance, undertaking or support from any member of the Group except
                security over the shares in that company or as expressly referred
                to in
                paragraph (b)(iii)
                below;
                or

            


    

     

    
      
        	 	
                (b)

              	
                in
                  respect of which the person or persons making such Borrowing available
                  to
                  the relevant borrower (whether or not a member of the Group) have
                  no
                  recourse 

              


      

    

    
 

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
               

            	
              whatsoever
                to any member of the Group 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) from
                such
                project; and/or

            


    

     

    
      	 	
              (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 Interest
                given
                by the borrower over the assets comprised in the project (or given
                by any
                shareholder in the borrower over its shares in the borrower) to secure
                that Borrowing or any recourse referred to in (iii) below, provided
                that
                (A) the extent of such recourse to the borrower is limited solely
                to the
                amount of any recoveries made on any such enforcement, and (B) 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 Interest);
                and/or

            


    

     

    
      	 	
              (iii)

            	
              recourse
                to such borrower generally, or directly or indirectly to a member
                of the
                Group 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 tests of
                financial condition) by the person against whom such recourse is
                available; or

            


    

     

    
      	 	
              (c)

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

            


    

     

    Qualifying Switzerland
      Lender
      means a
      financial institution which:

     

    
      	 	
              (a)

            	
              qualifies
                as a bank pursuant to the banking laws in force in its country of
                incorporation;

            


    

     

    
      	 	
              (b)

            	
              carries
                on a true banking activity in such jurisdiction as its main purpose;
                and

            


    

     

    
      	 	
              (c)

            	
              has
                personnel, premises, communication devices and decision-making authority
                of its own,

            


    

     

    all
      as
      per explanatory notes of the Swiss Federal Tax Administration No. S-02-123(9.86)
      and No. S-02.128(1.2000) or legislation or explanatory notes addressing the
      same
      issues which are in force at such time.

     

    
      Rate
        Fixing Day means:

       

      
        	 	
                (a)

              	
                the
                  Utilisation Date for a Revolving Advance denominated in Sterling
                  or any
                  Swingline Advance; or

              


      

       

      
        	 	
                (b)

              	
                the
                  second TARGET Day before the Utilisation Date for a Revolving Advance
                  denominated in euros; and

              


      

       

    

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (c)

            	
              the
                second Business Day before the Utilisation Date for a Revolving Advance
                denominated in any other currency.

            


    

     

    Reference
      Banks
      means,
      subject to Clause 25.6
      (Reference Banks), the principal London offices of HSBC Bank plc and Citibank,
      N.A.

     

    Regulations
      T, U and X
      means,
      respectively, regulations T, U and X of the Board of Governors of the Federal
      Reserve System of the United States (or any successor).

     

    Reportable
      Event
      means a
      reportable event as defined in Section 4043 of ERISA and the regulations issued
      under such section with respect to a Plan, excluding, however, such events
      as to
      which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA
      that it be notified within 30 days of the occurrence of such event, provided,
      however, that a failure to meet the minimum funding standard of Section 412
      of
      the Code and of Section 302 of ERISA shall be a Reportable Event regardless
      of
      the issuance of any such waiver of the notice requirement in accordance with
      either Section 4043(a) of ERISA or Section 412(d) of the Code.

     

    Request
      means a
      request made by a Borrower to utilise a Facility, substantially in the form
      of
Schedule
      4.

     

    Requested
      Amount
      means
      the amount requested in a Request.

     

    Restricted
      Party
      means
      any person listed:

     

    
      	 	
              (a)

            	
              in
                the Annex to the Executive Order; 

            


    

     

    
      	 	
              (b)

            	
              on
                the "Specially Designated Nationals and Blocked Persons" list maintained
                by the Office of Foreign Assets Control of the United States Department
                of
                the Treasury; or

            


    

     

    
      
        	 	
                (c)

              	
                in
                  any successor list to either of the
                  foregoing.

              


      

       

    

    Revolving
      Advance
      means
      any Advance made under the Facilities (other than a Swingline
      Advance).

     

    Rollover
      Advance
      means
      one or more Revolving Advances:

     

    
      	 	
              (a)

            	
              to
                be made on the same day that a maturing Revolving Advance is due
                to be
                repaid;

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate amount of which is equal to or less than the maturing Revolving
                Advance;

            


    

     

    
      	 	
              (c)

            	
              in
                the same currency as the maturing Revolving Advance;
                and

            


    

     

    
      	 	
              (d)

            	
              to
                be made for the purpose of refinancing a maturing Revolving
                Advance.

            


    

     

    
      Screen
        Rate means: 

       

      
        	 	
                (a)

              	
                for
                  LIBOR, the British Bankers Association Interest Settlement Rate;
                  and

              


      

       

      
        	 	
                (b)

              	
                for
                  EURIBOR, the percentage rate per annum determined by the Banking
                  Federation of the European Union, 

              


      

       

      for
        the
        relevant currency and Term displayed on the appropriate page of the Reuters
        screen selected by the Agent. If the relevant page is replaced or the service
        ceases to be available, 


    

    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    the
      Agent
      (after consultation with the Parent and the Banks) may specify another page
      or
      service displaying the appropriate rate.

     

    Security
      Interest
      means
      any mortgage, charge, pledge, lien or other security interest securing any
      obligation of any person.

     

    Signing
      Date
      means
      the date of this Agreement.

     

    Single
      Employer Plan
      means a
      Plan which is maintained by any Obligor or any member of the Controlled Group
      for employees of the Parent or any member of the Controlled Group.

     

    Subsidiary
      means:

     

    
      	 	
              (a)

            	
              a
                subsidiary within the meaning of Section 736 of the Companies Act
                1985, as
                amended by Section 144 of the Companies Act 1989;
                and

            


    

     

    
      	 	
              (b)

            	
              unless
                the context otherwise requires, a subsidiary undertaking within the
                meaning of Section 258 of the Companies Act 1985 (as inserted by
                Section
                21 of the Companies Act 1989).

            


    

     

    Swingline
      Advance
      means an
      advance made or to be made by a U.S. Swingline Bank or a euro Swingline Bank
      under a Swingline Facility.

     

    Swingline
      Agent means
      the
      U.S. Swingline Agent or the euro Swingline Agent or both of them.

     

    Swingline
      Bank
      means a
      U.S. Swingline Bank or a euro Swingline Bank.

     

    Swingline
      Commitment
      means a
      U.S. Swingline Commitment or a euro Swingline Commitment.

     

    Swingline
      Facility
      means
      the U.S. Swingline Facility or the euro Swingline Facility or both of
      them.

     

    Swiss
      Borrower
      means a
      Borrower who qualifies as Swiss resident (Inl’nder)
      according to Article 9 of Swiss Federal Statute on Anticipatory Tax of 13
      October 1965 (as amended from time to time).

     

    TARGET
      Day
      means a
      day on which the Trans-European Automated Real-Time Gross Settlement Express
      Transfer payment system is open for the settlement of payments in
      euros.

     

    Term
      means
      the period selected by a Borrower in a Request for which the relevant Advance
      is
      to be outstanding.

     

    
      Total
        Commitments
        means
        the aggregate of the Commitments (including the Swingline Commitments) from
        time
        to time, being US$1,200,000,000 at the Signing Date.

       

      UK
        or
United
        Kingdom
        means
        the United Kingdom of Great Britain and Northern Ireland.

       

      UK
        Resident Borrower
        means a
        Borrower resident in the UK for the purposes of UK taxation.

       

      United
        States
        means
        the United States of America.

    

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    U.S.
      Borrower
      means a
      Borrower incorporated or organised under the laws of the United States or any
      State of the United States (including the District of Columbia).

     

    U.S.
      Guarantor
      means a
      Guarantor incorporated or organised under the laws of the United States or
      any
      State of the United States (including the District of Columbia).

     

    U.S.
      Obligor
      means a
      U.S. Guarantor or a U.S. Borrower.

     

    U.S.
      Swingline Advance
      means an
      advance made or to be made by a U.S. Swingline Bank under the U.S. Swingline
      Facility.

     

    U.S.
      Swingline Bank
      means,
      subject to Clause 25.2
      (Transfers by Banks), a Bank listed in Part 4 of Schedule
      1.

     

    U.S.
      Swingline Commitment
      means:

     

    
      	 	
              (a)

            	
              in
                respect of a Bank which is a U.S. Swingline Bank on the Signing Date,
                the
                amount in U.S. Dollars set opposite its name in Part 4 of Schedule
                1;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to a Bank which becomes a U.S. Swingline Bank after the
                Signing
                Date, the amount of any other Bank's U.S. Swingline Commitment acquired
                by
                it under Clause 25
                (Changes
                to the Parties),

            


    

     

    in
      each
      case to the extent not transferred, cancelled or reduced under this
      Agreement.

     

    U.S.
      Swingline Facility
      means
      the committed U.S. Dollar swingline facility, forming part of the Revolving
      Credit Facility, referred to in Clause 2.1(b) (Facilities).

     

    U.S.
      Swingline Rate
      means,
      on any day, the higher of:

     

    (a) the
      Prime
      Rate; and

     

    (b) the
      aggregate of the Federal Funds Rate and 0.50 per cent. per annum,

     

    on
      that
      day.

     

    U.S.
      Swingline Total Commitments
      means
      the aggregate for the time being of the U.S. Swingline Commitments of all the
      U.S. Swingline Banks, being U.S.$500,000,000 at the Signing Date.

     

    Utilisation
      Date
      means
      the date for the making of an Advance.

     

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

     

    
      Vendor
        Financing
        means
        any programme or arrangement established or maintained by the Group for the
        purpose of raising finance by way of sale, granting security or other dealing
        with agrichemical revenues of the Group.

       

      
        	
                1.2

              	
                Construction

              


      

       

      
        	
                (a)

              	
                In
                  this Agreement, unless the contrary intention appears, a reference
                  to:

              


      

       

      
        	 	
                (i)

              	
                an
                  amendment
                  includes a supplement, novation, restatement or re-enactment and
                  amended
                  is
                  to be construed accordingly;

              


      

       

    

    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

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

     

    an
      authorisation
      includes
      an authorisation, consent, approval, resolution, licence, exemption, filing,
      registration and notarisation;

     

    indebtedness
      includes
      any obligation (whether incurred as principal or as surety) for the payment
      or
      repayment of money;

     

    know
      your customer requirements
      is a
      reference to the checks that a Finance Party requests in order to meet its
      obligations under applicable money laundering regulations to identify a person
      who is (or is to become) its customer;

     

    a
      month
      is a
      reference to a period starting on one day in a calendar month and ending on
      the
      numerically corresponding day in the next calendar month, except
      that:

     

    
      	 	
              (A)

            	
              if
                the numerically corresponding day is not a Business Day, the period
                will
                end on the next Business Day in that month (if there is one) or the
                preceding Business Day (if there is
                not);

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (C)

            	
              not
                withstanding subparagraph (A) above, a period which commences on
                the last
                Business Day of a month will end on the last Business Day in the
                next
                month or the calendar month in which it is to end, as
                appropriate;

            


    

     

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

     

    a
      reference to the currency of a country is to the lawful currency of that country
      for the time being, £
      and
Sterling
      is a
      reference to the lawful currency of the United Kingdom for the time being,
      US$
      and
U.S.
      Dollars
      is a
      reference to the lawful currency of the United States for the time being and
      EUR
      and
euro
      is a
      reference to the single currency unit of the Participating Member
      States;

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

            	
              a
                Clause or a Schedule is a reference to a clause of or a schedule
                to this
                Agreement;

            


    

     

    
      
        	 	
                (iv)

              	
                a
                  person includes its successors and
                  assigns;

              


      

       

      
        	 	
                (v)

              	
                words
                  imparting the singular include the plural and vice
                  versa;

              


      

       

      
        	 	
                (vi)

              	
                a
                  Finance Document or another document is a reference to that Finance
                  Document or that other document as amended, novated or supplemented;
                  and

              


      

       

      
        	 	
                (vii)

              	
                unless
                  otherwise specified, a time of day is a reference to London
                  time.

              


      

       

    

    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              The
                index to and the headings in this Agreement are for convenience only
                and
                are to be ignored in construing this
                Agreement.

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

            	
              A
                Default is continuing
                if
                it has not been remedied or waived.

            


    

     

    
      	
              2.

            	
              THE
                FACILITIES

            


    

     

    
      	
              2.1

            	
              Facilities

            


    

     

    The
      Banks
      grant to the Borrowers the following facilities:

     

    
      	 	
              (a)

            	
              a
                committed multicurrency revolving credit facility, to be designated
                as the
                Revolving
                Credit Facility,
                under which the Banks will, when requested by a Borrower, make cash
                advances in U.S. Dollars or Optional Currencies to that Borrower
                on a
                revolving basis during the Availability Period;


            


    

     

    
      	 	
              (b)

            	
              a
                committed U.S. Dollar swingline advance facility (which is a sub-division
                of the Revolving Credit Facility) under which the U.S. Swingline
                Banks
                will, when requested by a Borrower, make to that Borrower U.S. Swingline
                Advances during the Availability Period;
                and

            


    

     

    
      	 	
              (c)

            	
              a
                committed euro swingline advance facility (which is a sub-division
                of the
                Revolving Credit Facility) under which the euro Swingline Banks will,
                when
                requested by a Borrower, make to that Borrower euro Swingline Advances
                during the Availability Period,

            


    

     

    in
      all
      cases subject to the terms of this Agreement.

     

    
      	
              2.2

            	
              Overall
                facility limits

            


    

     

    
      	
              (a)

            	
              The
                Swingline Facilities are not independent of the Revolving Credit
                Facility.
                The aggregate Original Dollar Amount of all outstanding Advances
                under the
                Revolving Credit Facility (including Swingline Advances) shall not
                at any
                time exceed the Total Commitments.

            


    

     

    
      	
              (b)

            	
              The
                aggregate Original Dollar Amount of all outstanding
                Advances:

            


    

     

    
      
        	 	
                (i)

              	
                under
                  the Revolving Credit Facility, shall not at any time exceed the Total
                  Commitments at that time;

              


      

       

    

    
      
        	 	
                (ii)

              	
                under
                  the U.S. Swingline Facility, shall not at any time exceed the U.S.
                  Swingline Total Commitments at that time;


              


      

       

      
        	 	
                (iii)

              	
                under
                  the euro Swingline Facility, shall not at any time exceed the euro
                  Swingline Total Commitments at that time;
                  and

              


      

       

    

    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (iv)

            	
              under
                the U.S. Swingline Facility and the euro Swingline Facility, shall
                not at
                any time exceed the Combined Swingline Sub-Limit at that
                time.

            


    

     

    
      	
              (c)

            	
              The
                aggregate Original Dollar Amount
                of:

            


    

     

    
      	 	
              (i)

            	
              Revolving
                Advances made by a Bank plus that Bank's and, if applicable, that
                Bank's
                U.S. Swingline Affiliates (if any) and euro Swingline Affiliates
                (if any),
                outstanding Swingline Advances, shall not at any time exceed its
                Commitment at that time;

            


    

     

    
      	 	
              (ii)

            	
              U.S.
                Swingline Advances made by a U.S. Swingline Bank shall not at any
                time
                exceed its U.S. Swingline Commitment at that time;
                and

            


    

     

    
      	 	
              (iii)

            	
              euro
                Swingline Advances made by a euro Swingline Bank shall not at any
                time
                exceed its euro Swingline Commitment at that
                time.

            


    

     

    
      	
              (d)

            	
              For
                the purposes of this Agreement:

            


    

     

    
      	 	
              (i)

            	
              a
                euro Swingline Bank is a euro
                Swingline Affiliate
                of
                a Bank if:

            


    

     

    
      	 	
              (A)

            	
              it
                is the same legal entity as that Bank;
                or

            


    

     

    
      	 	
              (B)

            	
              it
                is an Affiliate of that Bank and that Bank has notified the Agent
                that
                such euro Swingline Bank is its euro Swingline Affiliate;
                and

            


    

     

    
      	 	
              (ii)

            	
              a
                U.S. Swingline Bank is a U.S.
                Swingline Affiliate
                of
                a Bank if:

            


    

     

    
      	 	
              (A)

            	
              it
                is the same legal entity as that Bank;
                or

            


    

     

    
      	 	
              (B)

            	
              it
                is an Affiliate of that Bank and that Bank has notified the Agent
                that
                such U.S. Swingline Bank is its U.S. Swingline
                Affiliate.

            


    

     

    
      	
              2.3

            	
              Number
                of Requests and Advances

            


    

     

    No
      more
      than one Request (other than Requests for Swingline Advances only) may be
      delivered on any one day but that Request may specify any number and type of
      Advances from the Revolving Credit Facility, the U.S. Swingline Facility, the
      euro Swingline Facility or all of them.

     

    
      	
              2.4

            	
              Nature
                of a Finance Party's rights and
                obligations

            


    

     

    
      	
              (a)

            	
              The
                obligations of a Finance Party under the Finance Documents are several.
                Failure of a Finance Party to carry out those obligations does not
                relieve
                any other Party of its obligations under the Finance Documents. No
                Finance
                Party is responsible for the obligations of any other Finance Party
                under
                the Finance Documents.

            


    

     

    
      
        	
                (b)

              	
                The
                  rights of a Finance Party under the Finance Documents are divided
                  rights.
                  A Finance Party may, except as otherwise stated in the Finance
                  Documents,
                  separately enforce those rights.

              


      

       

      
        	
                2.5

              	
                Borrowers'
                  Agent

              


      

       

      Each
        Obligor irrevocably authorises and instructs the Borrowers' Agent to give
        and
        receive as agent on its behalf all notices (including Requests) and sign
        all
        documents in connection with the Finance Documents on its behalf and take
        such
        other action as may be necessary or desirable under or in connection with
        the
        Finance Documents and confirms that it will be 


    

    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    bound
      by
      any action taken by the Borrowers' Agent under or in connection with the Finance
      Documents.

     

    
      	
              2.6

            	
              Actions
                of Borrowers' Agent

            


    

     

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

     

    
      	 	
              (a)

            	
              any
                irregularity (or purported irregularity) in any act done by or any
                failure
                (or purported failure) by the Borrowers'
                Agent;

            


    

     

    
      	 	
              (b)

            	
              the
                Borrowers' Agent performing any action specified in Clause 2.5
                above;
                or

            


    

     

    
      	 	
              (c)

            	
              the
                failure (or purported failure) by or inability (or purported inability)
                of
                the Borrowers' Agent to inform any Obligor of receipt by it of any
                notification under this Agreement.

            


    

     

    
      	
              3.

            	
              PURPOSE

            


    

     

    
      	
              (a)

            	
              Each
                Advance will be applied for general corporate purposes of the Group
                (including refinancing indebtedness, including under any note or
                other
                instruments maturing under a commercial paper programme of the Group),
                provided that a Swingline Advance may only be used to refinance such
                commercial paper indebtedness and may not be applied in or towards
                refinancing any other Swingline
                Advance.

            


    

     

    
      	
              (b)

            	
              Without
                affecting the obligations of any Borrower in any way, no Finance
                Party is
                bound to monitor or verify the application of the proceeds of any
                Advance.

            


    

     

    
      	
              4.

            	
              CONDITIONS
                PRECEDENT

            


    

     

    
      	
              4.1

            	
              Documentary
                conditions precedent

            


    

     

    The
      obligations of each Finance Party to any Borrower under this Agreement are
      subject to the condition precedent that the Agent has notified the Parent and
      the Banks that it has received all of the documents set out in Part
      1
      of
Schedule
      2
      in form
      and substance satisfactory to the Agent (acting reasonably).

     

    
      	
              4.2

            	
              Further
                conditions precedent

            


    

     

    The
      obligations of each Bank to participate in an Advance are subject to the further
      conditions precedent that on the date of the Request for the Advance and on
      the
      date on which the relevant amount is to be advanced:

     

    
      
        	 	
                (a)

              	
                the
                  representations and warranties in Clause 15
                  (Representations and Warranties) to be repeated on those dates
                  are correct
                  and will be correct immediately after the relevant advance is
                  made;

              


      

    

    
       

      
        	 	
                (b)

              	
                no
                  Default or, in the case of a Rollover Advance, no Event of Default
                  is
                  outstanding or would result from the making of the relevant advance;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  making of the relevant Advance would not cause Clause 2.2
                  (Overall facility limits) to be
                  contravened.

              


      

       

    

    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

     

    
      	
              5.

            	
              ADVANCES

            


    

     

    
      	
              5.1

            	
              Receipt
                of Requests

            


    

     

    
      	 	
              (a)

            	
              Subject
                to subclause (c)
                below,
                a
                Borrower may borrow Revolving Advances if the Agent receives, not
                later
                than 3.00 p.m. on the third Business Day before the proposed Utilisation
                Date, or, in the case of Advances in Sterling, not later than 3.00
                p.m. on
                the Business Day before the proposed Utilisation Date, a duly completed
                Request, copied to the U.S. Swingline Agent and the euro Swingline
                Agent.

            


    

     

    
      	 	
              (b)

            	
              A
                Borrower may borrow U.S. Swingline Advances if the U.S. Swingline
                Agent
                receives, not later than 11.00 a.m. (New York City time) on the proposed
                Utilisation Date, a duly completed Request, copied to the Agent and
                the
                euro Swingline Agent.

            


    

     

    
      	 	
              (c)

            	
              A
                Borrower may borrow euro Swingline Advances if the euro Swingline
                Agent
                receives, not later than 10.00 a.m. (London time) on the proposed
                Utilisation Date, a duly completed Request, copied to the Agent and
                the
                U.S. Swingline Agent.

            


    

     

    
      	
              5.2

            	
              Completion
                of Requests for Revolving Advances


            


    

     

    A
      Request
      for Revolving Advances will not be regarded as having been duly completed
      unless:

     

    
      	 	
              (a)

            	
              it
                identifies the relevant Borrower;

            


    

     

    
      	 	
              (b)

            	
              the
                Utilisation Date is a Business Day falling during the Availability
                Period;

            


    

     

    
      	 	
              (c)

            	
              only
                one currency is specified for each separate Advance and the Requested
                Amount for each separate Advance is in a minimum Original Dollar
                Amount of
                U.S.$10,000,000;

            


    

     

    
      	 	
              (d)

            	
              only
                one Term for each separate Advance is specified
                which:

            


    

     

    
      	 	
              (i)

            	
              does
                not overrun the Final Maturity Date;
                and

            


    

     

    
      	 	
              (ii)

            	
              is
                a period of one month, two, three or six months (or such other period
                as
                all the Banks may previously have agreed for the purposes of such
                Advance); and

            


    

     

    
      	 	
              (e)

            	
              the
                payment instructions comply with Clause 9.1
                (Place of Payment).

            


    

     

    
      
        	 	
                5.3

              	
                Completion
                  of Requests for Swingline
                  Advances

              


      

       

      A
        Request
        for Swingline Advances will not be regarded as having been duly completed
        unless:

       

      
        	 	
                (a)

              	
                it
                  identifies the relevant Borrower;

              


      

       

      
        	 	
                (b)

              	
                the
                  Utilisation Date is:

              


      

       

      
        	 	
                (i)

              	
                for
                  U.S. Swingline Advances, a New York Business Day; or
                  

              


      

       

      
        	 	
                (ii)

              	
                for
                  euro Swingline Advances, a Business
                  Day,

              


      

       

      in
        each
        case falling before the Final Maturity Date;


    

    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (c)

            	
              it
                is specified that the Swingline Advances are to be made:
                

            


    

     

    
      	 	
              (i)

            	
              in
                U.S. Dollars under the U.S. Swingline Facility; or
                

            


    

     

    
      	 	
              (ii)

            	
              in
                euros under the euro Swingline
                Facility;

            


    

     

    
      	 	
              (d)

            	
              the
                Requested Amount is: 

            


    

     

    
      	 	
              (i)

            	
              for
                U.S. Swingline Advances, a minimum amount of U.S.$10,000,000 or such
                other
                amount as the U.S. Swingline Agent and the relevant Borrower may
                agree;
                or

            


    

     

    
      	 	
              (ii)

            	
              for
                euro Swingline Advances, a minimum amount of euro10,000,000 or such
                other
                amount as the euro Swingline Agent and the relevant Borrower may
                agree;

            


    

     

    
      	 	
              (e)

            	
              only
                one Term is specified, which:

            


    

     

    
      	 	
              (i)

            	
              does
                not overrun the Final Maturity Date;
                and

            


    

     

    
      	 	
              (ii)

            	
              is
                a period:

            


    

     

    
      	 	
              (A)

            	
              for
                U.S. Swingline Advances, not exceeding 5 New York Business Days (and
                ends
                on a New York Business Day); or 

            


    

     

    
      	 	
              (B)

            	
              for
                euro Swingline Advances, not exceeding 5 TARGET Days (and ends on
                a TARGET
                Day); and

            


    

     

    
      	 	
              (f)

            	
              the
                payment instructions comply with Clause 9.1
                (Place of Payment).

            


    

     

    
      	
              5.4

            	
              Amount
                of each Bank's Advance

            


    

     

    The
      amount of a Bank's Advance will be the proportion of the Requested Amount
      which:

     

    
      	 	
              (a)

            	
              in
                the case of a Revolving Advance, its Commitment bears to the Total
                Commitments; 

            


    

     

    
      	 	
              (b)

            	
              in
                the case of a U.S. Swingline Advance, its U.S. Swingline Commitment
                bears
                to the U.S. Swingline Total Commitments;
                and

            


    

     

    
      
        	 	
                (c)

              	
                in
                  the case of a euro Swingline Advance, its euro Swingline Commitment
                  bears
                  to the euro Swingline Total
                  Commitments,

              


      

       

      in
        each
        case on the date of receipt of the relevant Request.

       

      
        	
                5.5

              	
                Notification
                  of the Banks

              


      

       

      The
        Agent
        (or, in the case of Swingline Advances, the relevant Swingline Agent) shall
        promptly notify each Bank (or, as the case may be, relevant Swingline Bank)
        of
        the details of the requested Advances and the amount of its participation
        in
        such Advances.

       

      
        	
                5.6

              	
                Payment
                  of Proceeds

              


      

       

      Subject
        to the terms of this Agreement, each Bank (or, as the case may be, Swingline
        Bank) shall make its Advance available to the Agent (or, in the case of
        Swingline Advances, the 


    

    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    relevant
      Swingline Agent) for the Borrower concerned for value on the relevant
      Utilisation Date.

     

    
      	
              6.

            	
              REPAYMENT

            


    

     

    
      	
              6.1

            	
              Repayment
                of Revolving Advances

            


    

     

    Each
      Borrower shall repay each Revolving Advance made to it in full on its Maturity
      Date to the Agent for the relevant Banks but since the Revolving Credit Facility
      is available on a revolving basis amounts repaid may be reborrowed subject
      to
      the terms of this Agreement. No Revolving Advance may be outstanding after
      the
      Final Maturity Date.

     

    
      	
              6.2

            	
              Repayment
                of Swingline Advances

            


    

     

    
      	
              (a)

            	
              Each
                Borrower shall repay each Swingline Advance made to it on its Maturity
                Date to the relevant Swingline Agent for the relevant Swingline Banks.
                No
                Swingline Advance may be outstanding after the Final Maturity
                Date.

            


    

     

    
      	
              (b)

            	
              Each
                Swingline Advance shall be repaid on its Maturity Date in accordance
                with
                paragraph (a)
                above.
                In the event that a Swingline Advance is not so repaid each Bank
                will
                within four Business Days of a demand to that effect from the relevant
                Swingline Agent pay to that Swingline Agent on behalf of the relevant
                Swingline Banks an amount equal to its Agreed Percentage of the principal
                of such Swingline Advance and accrued interest (including default
                interest) thereon to the date of actual payment by such Bank. The
                relevant
                Borrower shall forthwith reimburse the Banks (through the Agent)
                in full
                for each payment made by the Banks under this paragraph (b).
                Each amount the relevant Borrower is required to reimburse to the
                Banks
                under this paragraph (b)
                shall be deemed to be an overdue amount (as defined in Clause 8.3(a)
                (Default Interest)) which fell due for payment by the relevant Borrower
                on
                the day on which the payment by the Banks giving rise to the reimbursement
                obligation was made and shall accrue default interest under Clause
                8.3
                accordingly.

            


    

     

    
      	
              7.

            	
              PREPAYMENT
                AND CANCELLATION

            


    

     

    
      	
              7.1

            	
              Automatic
                Cancellation of Total
                Commitments

            


    

     

    The
      Commitment of each Bank (including the Swingline Commitment of each Swingline
      Bank) shall be automatically cancelled at the close of business in London (or,
      in the case of the U.S. Swingline Total Commitments, New York) on the Final
      Maturity Date.

    
       

      
        	
                7.2

              	
                Voluntary
                  Cancellation

              


      

       

    

    
      The
        Borrowers' Agent may, by giving not less than five Business Days' prior written
        notice to the Agent, cancel the unutilised portion of the Total Commitments
        in
        whole or in part (but, if in part, in an aggregate minimum amount of
        U.S.$10,000,000). Any cancellation in part shall be applied against the
        Commitment of each Bank pro
        rata.

       

      
        	
                7.3

              	
                Voluntary
                  prepayment

              


      

       

      
        	 	
                (a)

              	
                Any
                  Borrower may, by giving not less than five Business Days' prior
                  written
                  notice to the Agent in the case of Revolving Advances or, in the
                  case of
                  Swingline Advances, at any time, prepay the whole or (for Revolving
                  Advances only) any part of the Advances made to it (but if in part
                  in an
                  aggregate minimum Original Dollar Amount, taking all prepayments
                  made by
                  all the Borrowers on the same day together, of
                  U.S.$10,000,000).

              


      

       

    

    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (b)

            	
              Any
                voluntary prepayment made under paragraph (a)
                above
                will be applied against all the relevant Advances of all the relevant
                Banks pro rata.

            


    

     

    
      	
              7.4

            	
              Change
                of Control

            


    

     

    
      	
              (a)

            	
              If
                any Borrower (other than the Parent if it is a Borrower) ceases to
                be a
                Subsidiary of the Parent it shall forthwith prepay all Advances made
                to it
                and thereupon cease to be a
                Borrower.

            


    

     

    
      	
              (b)

            	
              The
                Parent must promptly notify the Agent if it becomes aware that any
                person
                or group of persons acting in concert have gained control of the
                Parent.

            


    

     

    
      	
              (c)

            	
              After
                notification under paragraph (b)
                above,
                if a Bank so requires the Agent shall by 30 days' notice to the Parent:
                

            


    

     

    
      	 	
              (i)

            	
              cancel
                the Commitments of that Bank; and

            


    

     

    
      	 	
              (ii)

            	
              declare
                the participation of that Bank in all outstanding Advances, together
                with
                accrued interest and all other amounts accrued under the Finance
                Documents
                to be immediately due and payable.

            


    

     

    Any
      such
      notice will take effect in accordance with its terms.

     

    
      	
              (d)

            	
              In
                paragraph (b) above:

            


    

     

    control
      has the
      meaning given to it in section 416 of the Income and Corporation Taxes Act
      1988;
      and

     

    acting
      in concert
      has the
      meaning given to it in the City Code on Takeovers and Mergers.

     

    
      	
              7.5

            	
              Right
                of prepayment and
                cancellation

            


    

     

    If
      any
      Borrower is required to pay or is notified by any Bank in writing that it will
      be required to pay any amount to a Bank under Clause 10
      (Taxes)
      or Clause 12
      (Increased Costs), or if circumstances exist such that a Borrower will be
      required to pay any amount to a Bank under Clause 10
      (Taxes),
      the Borrowers' Agent may, whilst the circumstances giving rise or which will
      give rise to the requirement continue, serve a notice of prepayment and
      cancellation on that Bank through the Agent. On the date falling five Business
      Days after the date of service of the notice:

     

    
      
        	 	
                (a)

              	
                each
                  Borrower shall prepay all outstanding Advances made to it by that
                  Bank;
                  and

              


      

       

      
        	 	
                (b)

              	
                the
                  Bank's Commitment (including its Swingline Commitments (if any))
                  shall be
                  permanently cancelled on the date of service of the
                  notice.

              


      

       

      
        	
                7.6

              	
                Miscellaneous
                  provisions

              


      

       

      
        	
                (a)

              	
                Any
                  notice of prepayment and/or cancellation under this Agreement is
                  irrevocable. The Agent shall notify the Banks promptly of receipt
                  of any
                  such notice.

              


      

       

      
        	
                (b)

              	
                All
                  prepayments under this Agreement shall be made together with accrued
                  interest on the amount prepaid and any other amounts due under
                  this
                  Agreement in respect of that prepayment (including, but not limited
                  to,
                  any amounts payable under Clause 22.2(c)
                  (Other indemnities) if not made on the Maturity Date of the relevant
                  Advance).

              


      

       

    

    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

     

    
      	
              (c)

            	
              No
                prepayment or cancellation is permitted except in accordance with
                the
                express terms of this Agreement.

            


    

     

    
      	
              (d)

            	
              Subject
                to the terms of this Agreement, any amount prepaid under Clause
                7.3
                (Voluntary prepayment) may be reborrowed. No amount of the Total
                Commitments (including the Swingline Commitments) cancelled under
                this
                Agreement may subsequently be
                reinstated.

            


    

     

    
      	
              (e)

            	
              Whenever
                part of the Total Commitments is cancelled, the Swingline Commitments
                shall not be cancelled unless:

            


    

     

    
      	 	
              (i)

            	
              the
                amount of the Combined Swingline Sub-Limit would exceed the Total
                Commitments after such cancellation; or


            


    

     

    
      	 	
              (ii)

            	
              a
                Swingline Commitment of any Swingline Bank would exceed its Commitment
                after such cancellation. 

            


    

     

    In
      any
      such case: 

     

    
      	 	
              (iii)

            	
              the
                U.S. Swingline Total Commitments, euro Swingline Total Commitments
                and the
                Combined Swingline Sub-Limit shall, at the same time as the cancellation
                of the Total Commitments takes effect, be cancelled or reduced (as
                applicable) by such amount as is necessary to ensure that after the
                relevant cancellation of the Total Commitments each of the U.S. Swingline
                Total Commitments, euro Swingline Total Commitments and the Combined
                Swingline Sub-Limit does not exceed the Total Commitments; and
                

            


    

     

    
      	 	
              (iv)

            	
              the
                Swingline Commitments of each Swingline Bank shall, at the same time
                as
                the cancellation of the Total Commitments takes effect, be cancelled
                by
                such amount as is necessary to ensure that after the relevant cancellation
                of the Total Commitments, each Swingline Commitment of each Bank
                does not
                exceed that Bank's Commitment.

            


    

     

    
      
        
          	
                  8.

                	
                  INTEREST

                


        

         

      

      
        	
                8.1

              	
                Interest
                  rate for Advances

              


      

       

      
        	
                (a)

              	
                The
                  rate of interest on each Advance (other than a U.S. Swingline Advance)
                  for
                  its Term is the rate per annum determined by the Agent to be the
                  aggregate
                  of the applicable:

              


      

       

      
        	 	
                (i)

              	
                Margin;

              


      

      
         

        
          	              
                  (ii)	
                  (A)

                	
                  LIBOR
                    (in the case of an Advance denominated in a currency
                    other than euros); and

                


        

      

       

      
        	 	
                (B)

              	
                EURIBOR
                  (in the case of an Advance denominated in euros);
                  and

              


      

       

      
        	 	
                (iii)

              	
                Mandatory
                  Cost and other similar reserve asset costs, if
                  any.

              


      

       

      
        	
                (b)

              	
                The
                  rate of interest on each U.S. Swingline Advance during its Term
                  is the
                  rate per annum determined by the U.S. Swingline Agent to be the
                  aggregate
                  of the U.S. Swingline Rate for each day during its
                  Term.

              


      

       

    

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    
      	
              8.2

            	
              Due
                dates

            


    

     

    Except
      as
      otherwise provided in this Agreement, accrued interest on each Advance is
      payable by the relevant Borrower on its Maturity Date and also, in the case
      of
      any Advance with a Term longer than six months, at six monthly intervals after
      its Utilisation Date for so long as the Term is outstanding.

     

    
      	
              8.3

            	
              Default
                interest

            


    

     

    
      	
              (a)

            	
              If
                an Obligor fails to pay any amount payable by it under any Finance
                Document (an overdue
                amount),
                it shall forthwith on demand by the Agent or, as the case may be,
                a
                Swingline Agent pay interest on the overdue amount from the due date
                up to
                the date of actual payment, both before and after judgment, at a
                rate (the
                default
                rate)
                determined by the Agent or, as the case may be, the relevant Swingline
                Agent, to be one per cent. per annum above the higher
                of:

            


    

     

    
      	 	
              (i)

            	
              the
                rate on the overdue amount under Clause 8.1
                (Interest rate for Advances) immediately before the due date (in
                the case
                of principal); and

            


    

     

    
      	 	
              (ii)

            	
              the
                rate which would have been payable if the overdue amount had, during
                the
                period of non-payment, constituted an Advance at the highest Margin
                applicable at the time in the currency of the overdue amount for
                Terms of
                such duration as the Agent may determine (each a Designated
                Term).

            


    

     

    
      	
              (b)

            	
              The
                default rate will be determined on each Business Day or the first
                day of,
                or two Business Days before the first day of, the relevant Designated
                Term, as appropriate.

            


    

     

    
      	
              (c)

            	
              If
                the Agent or, as the case may be, a Swingline Agent determines that
                deposits in the currency of the overdue amount are not at the relevant
                time being made available by the Reference Banks to leading banks
                in the
                London interbank market, the default rate will be determined by reference
                to the cost of funds to the Agent or, as the case may be, the relevant
                Swingline Agent from whatever sources it selects after consultation
                with
                the Reference Banks.

            


    

     

    
      
        	
                (d)

              	
                Default
                  interest will be compounded at the end of each Designated
                  Term.

              


      

       

      
        	
                8.4

              	
                Notification
                  of rates of interest

              


      

       

      The
        Agent
        or, as the case may be, the relevant Swingline Agent will promptly notify
        each
        relevant Party of the determination of a rate of interest under this
        Agreement.

       

      
        	
                8.5

              	
                Margin
                  

              


      

       

      
        	
                (a)

              	
                Subject
                  to the following provisions of this Clause, the Margin for each
                  Advance
                  (other than a U.S. Swingline Advance) will be 0.15 per cent. per
                  annum.

              


      

       

      
        	
                (b)

              	
                The
                  applicable Margin for all Advances will be adjusted in accordance
                  with
                  paragraphs (c)
                  and (d)
                  below
                  to
                  the percentage rate per annum specified in Column 1 as set out
                  below
                  opposite the long term credit rating assigned to the Parent by
                  Moody's
                  Investors' Services, Inc. (Moody's)
                  and Standard & Poor's Corporation (S&P)
                  specified in Column 2 below (or in the case of a split rating where
                  Clause
                  8.5(c)
                  below
                  applies where applicable on the equivalent from a third rating
                  agency):

              


      

       

    

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Column
                1

              Applicable
                Margin %

            	
              Column
                2

              Credit
                Rating

              (Moody's/S&P)

            
	 	 
	 	 
	
              0.10

            	
              A1/A+
                or higher

            
	 	 
	
              0.125

            	
              A2/A

            
	 	 
	
              0.15

            	
              A3/A-

            
	 	 
	
              0.20

            	
              Baal/BBB+
                or lower

            


    

     

    
      	
              (c)

            	
              If
                at any time the long term credit rating assigned to the Parent by
                Moody's
                and S&P is split, the Margin shall be calculated on the lower of the
                two ratings unless the difference is greater than one notch, in which
                case
                the Margin shall be calculated on the rating one notch above the
                lower of
                the two ratings. If there is a split rating the Parent may seek a
                third
                rating in which case:

            


    

     

    
      	 	
              (i)

            	
              the
                rating must be from Fitch Limited or an internationally recognised
                rating
                agency approved by the Majority
                Banks;

            


    

     

    
      	 	
              (ii)

            	
              if
                the Agent determines the third rating is equivalent to the rating
                of one
                or other of Moody's or S&P then the Margin will be calculated on that
                rating; and

            


    

     

    
      	 	
              (iii)

            	
              if
                the third rating is in between (or below) the ratings of Moody's
                and
                S&P the Margin will be calculated on the basis of the rating in the
                middle.

            


    

     

    
      	
              (d)

            	
              Any
                adjustment pursuant to paragraph (b)
                or
                (c)
                above
                shall not apply to the Margin with respect to any Advance then outstanding
                but shall only apply to Advances, the Term of which starts on or
                after:

            


    

    
       

      
        	 	
                (i)

              	
                
                  the
                    date of confirmation by either Moody's or S&P, whichever is the later,
                    in the case of any increase to the long term credit rating of
                    the Parent;
                    or

                

              


      

       

    

    
      
        	 	
                (ii)

              	
                the
                  date of announcement by either Moody's or S&P, whichever is the
                  earlier, in the case of any decrease in the long term credit rating
                  of the
                  Parent.

              


      

       

      
        	
                (e)

              	
                Promptly
                  after becoming aware of the same, the Parent shall inform the Agent
                  in
                  writing if any of the circumstances contemplated by paragraphs
                  (c)
                  or
                  (d)
                  above
                  arise.

              


      

       

      
        	
                8.6

              	
                Minimum
                  interest

              


      

       

      
        	
                (a)

              	
                By
                  entering into this Agreement, the Parties have assumed that interest
                  payments to be made under this Agreement at the rate set out in
                  this
                  Agreement are and will not become subject to Swiss Anticipatory
                  Tax
                  (Verrechnungssteuer).
                  Therefore, each Borrower acknowledges and agrees that the rate
                  of interest
                  as determined under this Agreement constitutes a minimum rate of
                  interest
                  which, if Swiss Anticipatory Tax should apply, shall be adjusted
                  so that
                  the amount of interest payment due from that Borrower shall be
                  increased
                  to an amount which (after making the deduction of Swiss Anticipatory
                  Tax)
                  leaves the Finance Parties entitled to such interest payment with
                  an
                  amount equal to the payment which would have been due if
                  no

              


      

       

    

    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                 

              	
                deduction
                  of Swiss Anticipatory Tax had been required. For such purpose,
                  the Swiss
                  Anticipatory Tax shall be calculated on the full (grossed-up) interest
                  amount.

              


      

       

    

    
      	
              (b)

            	
              In
                addition each Borrower undertakes to provide the Agent (acting on
                behalf
                of the Finance Parties) with the documents reasonably necessary under
                any
                law or double taxation treaty for the availability of any relief
                from the
                Swiss Anticipatory Tax.

            


    

     

    
      	
              9.

            	
              PAYMENTS

            


    

     

    
      	
              9.1

            	
              Place
                of Payment

            


    

     

    All
      payments by an Obligor or a Bank under this Agreement shall be made to the
      Agent
      or (if the payment relates to U.S. Swingline Advances) the U.S. Swingline Agent
      or (if the payment relates to euro Swingline Advances) the euro Swingline Agent
      to its account at such office or bank in the principal financial centre of
      the
      country of the currency concerned (or, in the case of euros, the principal
      financial centre of a Participating Member State or London) as it may notify
      to
      the Obligor or Bank for this purpose.

     

    
      	
              9.2

            	
              Funds

            


    

     

    Payments
      under this Agreement to the Agent or, as the case may be, a Swingline Agent
      shall be made for value on the due date at such times and in such funds as
      the
      Agent or, as the case may be, the relevant Swingline Agent may specify to the
      Party concerned as being customary at the time for the settlement of
      transactions in the relevant currency in the place for payment.

     

    
      	
              9.3

            	
              Distribution

            


    

     

    
      	
              (a)

            	
              Each
                payment received by the Agent or, as the case may be, a Swingline
                Agent
                under this Agreement for another Party shall, subject to paragraphs
                (b)
                and (c)
                below,
                be made available by the Agent or, as the case may be, the relevant
                Swingline Agent to that Party by payment (on the date of value of
                receipt
                and in the currency and funds of receipt) to its account with such
                bank in
                the principal financial centre of the country of the relevant currency
                (or, in the case of euros, in the principal financial centre of a
                Participating Member State or London) as it
                may notify to the Agent or, as the case may be, the relevant Swingline
                Agent for this purpose by not less than five Business Days' prior
                notice.

            


    

     

    
      
        	
                (b)

              	
                The
                  Agent or, as the case may be, a Swingline Agent may apply any amount
                  received by it from an Obligor in or towards payment (on the date
                  and in
                  the currency and funds of receipt) of any amount due from an Obligor
                  under
                  this Agreement or in or towards the purchase of any amount of any
                  currency
                  to be so applied.

              


      

       

      
        	
                (c)

              	
                Where
                  a sum is to be paid under this Agreement to the Agent or, as the
                  case may
                  be, a Swingline Agent for the account of another Party, the Agent
                  or, as
                  the case may be, the relevant Swingline Agent is not obliged to
                  pay that
                  sum to that Party until it has established that it has actually
                  received
                  that sum. The Agent or, as the case may be, the relevant Swingline
                  Agent
                  may, however, assume that the sum has been paid to it in accordance
                  with
                  this Agreement and, in reliance on that assumption, make available
                  to that
                  Party a corresponding amount. If the sum has not been made available
                  but
                  the Agent or, as the case may be, the relevant Swingline Agent
                  has paid a
                  corresponding amount to another Party, that Party shall forthwith
                  on
                  demand refund the corresponding amount to the Agent or, as the
                  case may
                  be, the relevant Swingline Agent together with interest on that
                  amount
                  from the date of payment to the date of receipt, calculated at
                  a rate
                  reasonably determined by the Agent or, as the case may be, the
                  relevant
                  Swingline Agent to reflect its cost of
                  funds.

              


      

       

    

    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    
      	
              9.4

            	
              Currency

            


    

     

    
      	
              (a)

            	
              A
                repayment or prepayment of an Advance is payable in the currency
                in which
                the Advance is denominated.

            


    

     

    
      	
              (b)

            	
              Interest
                is payable in the currency in which the relevant amount in respect
                of
                which it is payable is denominated.

            


    

     

    
      	
              (c)

            	
              Amounts
                payable in respect of costs, expenses, taxes and the like are payable
                in
                the currency in which they are
                incurred.

            


    

     

    
      	
              (d)

            	
              Any
                other amount payable under this Agreement is, except as otherwise
                provided
                in this Agreement, payable in U.S.
                Dollars.

            


    

     

    
      	
              (e)

            	
              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 Agent; and

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	
              (f)

            	
              If
                a change in the currency recognised by the central bank of any country
                as
                the lawful currency (or one of the lawful currencies) of that country
                occurs, this Agreement will be amended to the extent the Agent and
                the
                Parent agree (such agreement not to be unreasonably withheld) to
                be
                necessary to reflect the change in currency and to put the Banks
                and the
                Obligors in the same position, as far as possible, that they would
                have
                been in if no change in currency had
                occurred.

            


    

    
       

      
        	
                9.5

              	
                Set-off
                  and counterclaim

              


      

       

      All
        payments made by an Obligor under this Agreement shall be made without set-off
        or counterclaim.

       

      
        	
                9.6

              	
                Non-Business
                  Days

              


      

       

      
        	 	
                (a)

              	
                If
                  a payment under this Agreement is due on a day which is not a Business
                  Day, the due date for that payment shall instead be the next Business
                  Day
                  in the same calendar month (if there is one) or the preceding Business
                  Day
                  (if there is not).

              


        


        
          	 	
                  (b)

                	
                  During
                    any extension of the due date for payment of any principal under
                    this
                    Agreement interest is payable on the principal at the rate payable
                    on the
                    original due date.

                


        

         

        
          	
                  9.7

                	
                  Partial
                    payments

                


        

         

        
          	
                  (a)

                	
                  If
                    the Agent or, as the case may be, a Swingline Agent receives
                    a payment
                    insufficient to discharge all the amounts then due and payable
                    by an
                    Obligor under this Agreement, the Agent or, as the case may be,
                    that
                    Swingline Agent shall apply that payment towards the obligations
                    of the
                    Obligors under this Agreement in the following
                    order:

                


        

         

      

    

    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (i)

            	
              first,
                in or towards payment pro
                rata
                of
                any unpaid costs, fees and expenses of the Agent, the U.S. Swingline
                Agent
                and the euro Swingline Agent under this
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              secondly,
                in or towards payment pro
                rata
                of
                any accrued fees due but unpaid under Clause 19
                (Fees);

            


    

     

    
      	 	
              (iii)

            	
              thirdly,
                in or towards payment pro
                rata
                of
                any interest due but unpaid under this
                Agreement;

            


    

     

    
      	 	
              (iv)

            	
              fourthly,
                in or towards payment pro
                rata
                of
                any principal due but unpaid under this Agreement;
                and

            


    

     

    
      	 	
              (v)

            	
              fifthly,
                in or towards payment pro
                rata
                of
                any other sum due but unpaid under this
                Agreement.

            


    

     

    
      	
              (b)

            	
              The
                Agent or, as the case may be, a Swingline Agent, shall, if so directed
                by
                all the Banks, vary the order set out in subparagraphs (ii)
                to
                (v)
                above.
                The Agent or, as the case may be, the relevant Swingline Agent, shall
                notify the Borrowers' Agent of any such
                variation.

            


    

     

    
      	
              (c)

            	
              Paragraphs
                (a)
                and (b) of this Clause 9.7 (Partial payments) shall override any
                appropriation made by any Obligor.

            


    

     

    
      	
              10.

            	
              TAXES 

            


    

     

    
      	
              10.1

            	
              Definitions
                

            


    

     

    In
      this
      Agreement:

     

    Obligor's
      Tax Jurisdiction
      means,
      in relation to an Obligor, the jurisdiction in which that Obligor is resident
      for Tax purposes.

     

    
      Qualifying
        Bank
        means a
        Bank which is:

       

      
        	 	
                (a)

              	
                in
                  respect of an Advance to a UK Resident Borrower, a UK Lender or
                  a Treaty
                  Lender; 

              


      

       

      
        	 	
                (b)

              	
                in
                  respect of an Advance to a Swiss Borrower, a Qualifying Switzerland
                  Lender
                  or a Treaty Lender;

              


      

       

      
        	 	
                (c)

              	
                in
                  respect of an Advance to a Luxembourg Borrower, any Bank;
                  

              


      

       

      
        	 	
                (d)

              	
                in
                  respect of an Advance with respect to a U.S. Obligor, a U.S. Lender,
                  a US
                  Branch Lender, or a Treaty Lender;

              


      

       

      
        	 	
                (e)

              	
                in
                  respect of an Advance to a Borrower which is not a UK Resident
                  Borrower, a
                  Swiss Borrower or a U.S. Borrower, any
                  Bank.

              


      

       

      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).

       

      Taxes
        Act
        means
        the Income and Corporation Taxes Act 1988.

       

      Tax
        Credit
        means a
        credit against, relief or remission for, or repayment of any
        Tax.

    

    


    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

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

     

    Tax
      Payment
      means
      either the increase in a payment made by an Obligor to a Finance Party under
      Clause 10.2 (Tax gross-up) or a payment under Clause 10.3 (Tax
      indemnity).

     

    Treaty
      Lender
      means a
      Bank which is beneficially entitled to interest payable to it in respect of
      an
      Advance and which (as regards the relevant Obligor):

     

    
      	 	
              (a)

            	
              is
                treated as resident (as defined in the appropriate double taxation
                agreement) in a country with which the relevant Obligor's Tax Jurisdiction
                has a double taxation agreement giving residents of that country
                full
                exemption from Tax on interest; and

            


    

     

    
      	 	
              (b)

            	
              does
                not carry on a business in that Obligor's Tax Jurisdiction through
                a
                permanent establishment with which the relevant payment is effectively
                connected.

            


    

     

    UK
      Lender
      means a
      Bank which is within the charge to U.K. corporation tax in respect of, and
      beneficially entitled to, a payment of interest on an Advance made by a person
      that was a bank for the purposes of section 349 of the Taxes Act (as currently
      defined in section 840A of the Taxes Act) at the time the Advance was
      made.

     

    U.S.
      Branch Lender
      means a
      Bank that is not a "United States person" within the meaning of Section
      7701(a)(30) of the Code and that is entitled to receive payments under the
      Finance Documents without deduction or withholding of any United States Taxes
      because those payments are effectively connected to that Bank's conduct of
      a
      trade or business within the United States.

     

    U.S.
      Lender
      means a
      Bank that is incorporated or organised under the laws of the United States
      or
      any State of the United States (including the District of
      Columbia).

    
      
         

        
          	
                  10.2

                	Tax gross-up


        

         

      

      
        	
                (a)

              	
                Each
                  Obligor shall make all payments to be made by it without any Tax
                  Deduction, unless a Tax Deduction is required by
                  law.

              


      

       

      
        	
                (b)

              	
                The
                  Parent shall promptly upon becoming aware that an Obligor must
                  make a Tax
                  Deduction (or that there is any change in the rate or the basis
                  of a Tax
                  Deduction) notify the Agent accordingly. Similarly, a Bank shall
                  notify
                  the Agent on becoming so aware in respect of a payment payable
                  to that
                  Bank. If the Agent receives such notification from the Parent or
                  a Bank it
                  shall promptly notify the affected
                  Parties.

              


      

       

      
        	
                (c)

              	
                If
                  a Tax Deduction is required by law to be made by an Obligor, the
                  amount of
                  the payment due from that Obligor shall be increased to an amount
                  which
                  (after making any Tax Deduction) leaves an amount equal to the
                  payment
                  which would have been due if no Tax Deduction had been required.
                  

              


      

       

      
        	
                (d)

              	
                An
                  Obligor is not required to make an increased payment to a Bank
                  under
                  paragraph (c) above for a Tax Deduction from a payment of interest
                  on an
                  Advance, if on the date on which the payment falls
                  due:

              


      

       

      
        	 	
                (i)

              	
                the
                  payment could have been made to the relevant Bank without a Tax
                  Deduction
                  if it was a Qualifying Bank, but on that date that Bank is not
                  or has
                  ceased to be a Qualifying Bank other than as a result of any change
                  after
                  the date it became a Bank under this Agreement in (or in the
                  interpretation, administration, or application of)
                  

              


      

       

    

    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	
                 

              	
                any
                  law regulation or double taxation agreement, or any published practice
                  or
                  concession of any relevant taxing authority;
                  or

              


      

       

    

    
      	 	
              (ii)

            	
              the
                relevant Bank is a Treaty Lender and the Obligor making the payment
                is
                able to demonstrate that the payment could have been made to the
                Bank
                without the Tax Deduction had that Bank complied
                with:

            


    

     

    
      	 	
              (A)

            	
              in
                respect of an Obligor which is not a U.S. Obligor, its obligations
                under
                paragraph (g) below; and

            


    

     

    
      	 	
              (B)

            	
              in
                respect of an Obligor which is a U.S. Obligor, its obligations under
                Clause 10.6 (U.S. Tax Forms).

            


    

     

    
      	
              (e)

            	
              If
                an Obligor is required to make a Tax Deduction, that Obligor shall
                make
                that Tax Deduction and any payment required in connection with that
                Tax
                Deduction within the time allowed and in the minimum amount required
                by
                law. 

            


    

     

    
      	
              (f)

            	
              Within
                thirty days of making either a Tax Deduction or any payment required
                in
                connection with that Tax Deduction, the Obligor making that Tax Deduction
                or payment shall deliver to the Agent for the relevant Finance Party
                evidence reasonably satisfactory to that Finance Party that the Tax
                Deduction has been made or (as applicable) any appropriate payment
                has
                been paid to the relevant taxing
                authority.

            


    

     

    
      	
              (g)

            	
              A
                Treaty Lender and each relevant Obligor which makes a payment to
                which
                that Treaty Lender is entitled shall co-operate in completing any
                procedural formalities necessary for that Obligor to obtain authorisation
                to make that payment without a Tax
                Deduction.

            


    

    
       

      
        	
                10.3

              	
                Tax
                  indemnity

              


      

       

      
        	
                (a)

              	
                The
                  Parent shall (within three Business Days of demand by the Agent)
                  indemnify
                  a Finance Party against any loss, liability or cost which that
                  Finance
                  Party determines will be or has been suffered for or on account
                  of Tax by
                  that Finance Party in relation to a payment received or receivable
                  (or any
                  payment deemed to be received or receivable) under a Finance
                  Document.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) above shall not apply: 

              


      

       

      
        	 	
                (i)

              	
                with
                  respect to any Tax assessed on a Finance
                  Party:

              


      

       

      
        	 	
                (A)

              	
                under
                  the law of the jurisdiction in which that Finance Party is incorporated
                  or, if different, the jurisdiction (or jurisdictions) in which
                  that
                  Finance Party is treated as resident for tax purposes; or
                  

              


      

       

      
        	 	
                (B)

              	
                under
                  the law of the jurisdiction in which that Finance Party's Facility
                  Office
                  is located in respect of amounts received or receivable in that
                  jurisdiction, 

              


      

       

      if
        that
        Tax is imposed on or calculated by reference to the net income received or
        receivable (but not any sum deemed to be received or receivable) by that
        Finance
        Party; or

       

      
        	 	
                (ii)

              	
                to
                  the extent a loss, liability or
                  cost:

              


      

       

      
        	 	
                (A)

              	
                is
                  (or, in the determination of the Finance Party, will be) compensated
                  for
                  by an increased payment under Clause 10.2  (Tax gross-up); or
                  

              


      

       

    

    
      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	
                (B)

              	
                would
                  have been compensated for by an increased payment under Clause
                  10.2 (Tax gross-up) but was not so compensated solely because one of
                  the exclusions in paragraph (d) of Clause 10.2 (Tax gross-up)
                  applied.

              


      

       

      
        	
                (c)

              	
                A
                  Finance Party making, or intending to make a claim under paragraph
                  (a)
                  above shall promptly notify the Agent of the event which will give,
                  or has
                  given, rise to the claim, following which the Agent shall notify
                  the
                  Parent. 

              


      

       

      
        	
                (d)

              	
                A
                  Finance Party shall, on receiving a payment under this Clause 10.3,
                  notify
                  the Agent.

              


      

       

      
        	
                10.4

              	
                Tax
                  Credit

              


      

       

      If
        an
        Obligor makes a Tax Payment and the relevant Finance Party determines that:
        

       

      
        	 	
                (a)

              	
                a
                  Tax Credit is attributable either to an increased payment of which
                  that
                  Tax Payment forms part, or to that Tax Payment; and
                  

              


      

       

      
        	 	
                (b)

              	
                that
                  Finance Party has obtained, utilised and retained that Tax Credit,
                  

              


      

       

      the
        Finance Party shall pay an amount to the Obligor which that Finance Party
        determines will leave it (after that payment) in the same after-Tax position
        as
        it would have been in had the Tax Payment not been required to be made by
        the
        Obligor. 

      
         

        
          	
                  10.5

                	
                  Value
                    added tax

                


        

         

      

      
        	
                (a)

              	
                All
                  amounts set out, or expressed to be payable under a Finance Document
                  by
                  any Party to a Finance Party which (in whole or in part) constitute
                  the
                  consideration for VAT purposes shall be deemed to be exclusive
                  of any VAT
                  which is chargeable on such supply. If VAT is chargeable on any
                  supply
                  made by any Finance Party to any Party under a Finance Document,
                  that
                  Party shall pay to the Finance Party (in addition to and at the
                  same time
                  as paying the consideration) an amount equal to the amount of the
                  VAT (and
                  such Finance Party shall promptly provide an appropriate VAT invoice
                  to
                  such Party).

              


      

       

      
        	
                (b)

              	
                If
                  VAT is chargeable on any supply made by any Finance Party (the
                  "Supplier")
                  to any other Finance Party (the "Recipient") under a Finance Document,
                  and
                  any Party (the "Relevant Party") is required by the terms of any
                  Finance
                  Document to pay an amount equal to the consideration for such supply
                  to
                  the Supplier (rather than being required to reimburse the Recipient
                  in
                  respect of that consideration), such Party shall also pay to the
                  Supplier
                  (in addition to and at the same time as paying such amount) an
                  amount
                  equal to the amount of such VAT. The Recipient will promptly pay
                  to the
                  Relevant Party an amount equal to any credit or repayment from
                  the
                  relevant tax authority which it reasonably determines relates to
                  the VAT
                  chargeable on that supply.

              


      

       

      
        	
                (c)

              	
                Where
                  a Finance Document requires any Party to reimburse a Finance Party
                  for any
                  costs or expenses, that Party shall also at the same time pay and
                  indemnify the Finance Party against all VAT incurred by the Finance
                  Party
                  in respect of the costs or expenses to the extent that the Finance
                  Party
                  reasonably determines that neither it nor any other member of any
                  group of
                  which it is a member for VAT purposes is entitled to credit or
                  repayment
                  from the relevant tax authority in respect of the
                  VAT.

              


      

       

      
        	
                10.6

              	
                U.S.
                  Tax forms

              


      

       

      
        	
                (a)

              	
                Except
                  as provided below, each Bank that is a Treaty Lender or a U.S.
                  Branch
                  Lender, in either case in respect of a U.S. Obligor, must supply
                  to the
                  Agent, the U.S. Swingline Agent, 

              


      

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  and
                    each U.S. Obligor two duly executed United States Internal Revenue
                    Service
                    Forms W-8BEN or W-8ECI (as appropriate) to enable that U.S. Obligor
                    to
                    make payments of interest to that Bank under the Finance Documents
                    without
                    any deduction or withholding in respect of any Tax in the United
                    States.

                


        

         

      

      
        	
                (b)

              	
                A
                  Bank must comply with its obligations under paragraph (a) above
                  as soon as
                  practicable after the date it becomes a Party or (if later) the
                  date the
                  U.S. Obligor becomes a Party subject to having received written
                  notification from the U.S. Obligor in reasonable time to enable
                  it to
                  comply with those obligations.

              


      

       

      
        	
                (c)

              	
                A
                  Bank is not obliged to supply any form under paragraph (a) above
                  if it is
                  unable to do so by reason of any change after the date of this
                  Agreement
                  in (or in the interpretation, administration or application of)
                  any law or
                  regulation (including a double taxation agreement) or any published
                  practice or concession of any relevant taxing
                  authority.

              


      

       

      
        	
                11.

              	
                Market
                  Disruption

              


      

       

      
        	
                11.1

              	
                Market
                  disturbance

              


      

       

      Notwithstanding
        anything to the contrary herein contained, if and each time that prior to
        or on
        a Utilisation Date relative to an Advance to be made:

       

      
        	 	
                (a)

              	
                only
                  one or no Reference Bank supplies a rate for the purposes of determining
                  LIBOR (if that Advance is denominated in a currency other than
                  euros) or
                  EURIBOR (if that Advance is denominated in euros);
                  or

              


      

       

      
        	 	
                (b)

              	
                the
                  Agent is notified by Banks whose Commitments represent 35 per cent.
                  or
                  more of the Total Commitments that deposits in the currency of
                  that
                  Advance are not in the ordinary course of business available in
                  the London
                  Interbank Market (or if the Advance is denominated in euros, the
                  European
                  Interbank Market) for a period equal to the Term concerned in amounts
                  sufficient to fund their participations in that Advance;
                  or

              


      

       

      
        	 	
                (c)

              	
                the
                  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 London Interbank
                  Market (or
                  if the Advance is denominated in euros, the European Interbank
                  Market)
                  generally, adequate and fair means do not exist for ascertaining
                  the LIBOR
                  (if that Advance is denominated in a currency other than euros)
                  or EURIBOR
                  (if that Advance is denominated in euros) applicable to such Advance
                  during its Term or LIBOR or EURIBOR (as applicable) does not adequately
                  represent the cost of funding to the
                  Banks,

              


      

       

      the
        Agent
        shall promptly give written notice of such determination or notification
        to the
        Parent and to each of the Banks.

       

      
        	
                11.2

              	
                Alternative
                  Rates

              


      

       

      If
        the
        Agent gives a notice under Clause 11.1
        (Market
        disturbance):

       

      
        	 	
                (a)

              	
                the
                  Borrowers' Agent and the Banks may (through the Agent) agree that
                  the
                  Advances concerned shall not be borrowed;
                  or

              


      

       

      
        	 	
                (b)

              	
                in
                  the absence of such agreement:

              


      

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                the
                  Term of the Advances concerned shall be one
                  month;

              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of Clause 11.1(b)
                  (Market disturbance) the Advance shall be made in U.S. Dollars
                  or, if the
                  Advance was to be made in Sterling, Sterling in an amount equal
                  to the
                  Original Dollar Amount of the Advance concerned;
                  and

              


      

       

      
        	 	
                (iii)

              	
                during
                  the Term of each Advance the rate of interest applicable to such
                  Advance
                  shall be the applicable Margin plus the applicable Mandatory Cost
                  (and any
                  other similar reserve asset cost, if any) plus the rate per annum
                  notified
                  by each Bank concerned to the Agent before the last day of such
                  Term to be
                  that which expresses as a percentage rate per annum the cost to
                  such Bank
                  of funding such Advances from whatever sources it may reasonably
                  select.

              


      

      
         

        
          	
                  11.3

                	
                  
                    Non-availability
                      of currency

                  

                


        

         

      

      If
        any
        Bank notifies the Agent before 9.30 a.m. (London time) two Business Days
        prior
        to the proposed Utilisation Date of an Advance to be denominated in an Optional
        Currency (other than Sterling) that it is unable for any reason to fund its
        participation in such Advance in the Optional Currency concerned, the Agent
        shall notify the Borrowers' Agent and such Bank shall make its participation
        in
        the Advance available in U.S. Dollars for the period in question.

       

      
        	
                11.4

              	
                Change
                  in circumstances

              


      

       

      If
        before
        9.00 a.m. (London time) on the proposed Utilisation Date of an Advance which
        is
        to be denominated in an Optional Currency (other than Sterling) there occurs
        any
        change in national or international financial, political or economic conditions,
        currency availability, currency exchange rates or exchange controls, which
        in
        the opinion of the Agent renders the making of the Advance in such currency
        impracticable:

       

      
        	 	
                (a)

              	
                the
                  Agent shall give notice to each of the Banks and the Borrowers'
                  Agent to
                  that effect as soon as practicable but in any event before 11.00
                  a.m.
                  (London time) on the proposed Utilisation
                  Date;

              


      

       

      
        	 	
                (b)

              	
                unless
                  the Borrowers' Agent and the Banks agree otherwise, the Advance
                  shall be
                  made in U.S. Dollars and the Rate Fixing Day for the Term of the
                  Advance
                  shall be the Utilisation Date; and

              


      

       

      
        	 	
                (c)

              	
                the
                  relevant Borrower shall pay to the Agent on behalf of the Bank
                  any amount
                  claimed in accordance with Clause 22.2
                  (Other indemnities).

              


      

       

      
        	
                12.

              	
                INCREASED
                  COSTS

              


      

       

      
        	
                12.1

              	
                Increased
                  costs

              


      

       

      
        	
                (a)

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

              


      

       

      
        	
                (b)

              	
                In
                  this Agreement increased
                  cost
                  means:

              


      

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                an
                  additional cost incurred by a Finance Party or any of its holding
                  companies as a result of it performing, maintaining or funding
                  its
                  obligations under, this Agreement;
                  or

              


      

       

      
        	 	
                (ii)

              	
                that
                  portion of an additional cost incurred by a Finance Party or any
                  of its
                  holding companies in making, funding or maintaining all or any
                  advances
                  comprised in a class of advances formed by or including the Advances
                  made
                  or to be made by it under this Agreement as is attributable to
                  it making,
                  funding or maintaining its Advances;
                  or

              


      

       

      
        	 	
                (iii)

              	
                a
                  reduction in any amount payable to a Finance Party or the effective
                  return
                  to a Finance Party under this Agreement on its capital (or the
                  capital of
                  any of its holding companies); or

              


      

       

      
        	 	
                (iv)

              	
                the
                  amount of any payment made by a Finance Party, or the amount of
                  interest
                  or other return foregone by a Finance Party, calculated by reference
                  to
                  any amount received or receivable by a Finance Party from any other
                  Party
                  under this Agreement.

              


      

       

      
        	
                12.2

              	
                Exceptions

              


      

       

      Clause
        12.1
        (Increased costs) does not apply to any increased cost:

       

      
        	 	
                (a)

              	
                compensated
                  for by the payment of the Mandatory
                  Cost;

              


      

       

      
        	 	
                (b)

              	
                attributable
                  to any tax or amounts in respect of tax which must be deducted
                  from any
                  amounts payable or paid by a Borrower or paid or payable by the
                  Agent to a
                  Finance Party under the Finance Documents;


              


      

       

      
        	 	
                (c)

              	
                which
                  is, or is attributable to, any tax on the overall net income, profits
                  or
                  gains of a Finance Party or any of its holding companies (or the
                  overall
                  net income, profits or gains of a division or branch of the Finance
                  Party
                  or any of its holding companies) or any branch profit tax with
                  respect to
                  such division or branch;

              


      

       

      
        	 	
                (d)

              	
                attributable
                  to a Finance Party or its Affiliate wilfully failing to comply
                  with any
                  law or regulation; or

              


      

       

      
        	 	
                (e)

              	
                attributable
                  to the implementation or application of or compliance with the
                  “International Convergence of Capital Measurement and Capital Standards,
                  a
                  Revised Framework” published by the Basel Committee on Banking Supervision
                  in June 2004 in the form existing on the date of this Agreement
                  (“Basel II”)
                  or any other law or regulation which implements Basel II (whether
                  such
                  implementation, application or compliance is by a government, regulator,
                  Finance Party or any of its
                  Affiliates).

              


      

       

      
        	
                13.

              	
                ILLEGALITY
                  AND MITIGATION

              


      

       

      
        	
                13.1

              	
                Illegality

              


      

       

      If
        it
        becomes unlawful in any jurisdiction for a Bank to give effect to any of
        its
        obligations as contemplated by this Agreement or to fund or maintain any
        Advance, then the Bank may notify the Borrowers' Agent through the Agent
        accordingly and thereupon:

       

      
        	 	
                (a)

              	
                each
                  Borrower shall, upon request from that Bank within the period allowed
                  or
                  if no period is allowed, forthwith, repay any Advances made to
                  it by that
                  Bank together with all other amounts payable by it to that Bank
                  under this
                  Agreement; and

              


      

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                the
                  Bank's Commitment shall be
                  cancelled.

              


      

       

      
        	
                13.2

              	
                Mitigation

              


      

       

      Notwithstanding
        the provisions of Clauses 10
        (Taxes),
12
        (Increased Costs) and 13.1
        (Illegality), if in relation to a Bank or (as the case may be) the Agent
        circumstances arise which would result in:

       

      
        	 	(a)
                	any
                deduction, withholding or payment of the nature referred to in Clause
                10
                (Taxes); or


        	 	 	 


        	 	
                (b)

              	
                any
                  increased cost of the nature referred to in Clause 12
                  (Increased Costs); or

              


      

       

      
        	 	
                (c)

              	
                a
                  notification pursuant to Clause 13.1
                  (Illegality),

              


      

       

      then
        without in any way limiting, reducing or otherwise qualifying the rights
        of such
        Bank or the Agent, such Bank shall promptly upon becoming aware of the same
        notify the Agent thereof (whereupon the Agent shall promptly notify the
        Borrowers' Agent) and such Bank shall use reasonable endeavours to transfer
        its
        participation in the Facility and its rights hereunder and under the Finance
        Documents to another financial institution or Facility Office not affected
        by
        the circumstances having the results set out in (a),
        (b)
        or
(c)
        above
        and
        shall otherwise take such reasonable steps as may be open to it to mitigate
        the
        effects of such circumstances provided that such Bank shall not be under
        any
        obligation to take any such action if, in its opinion, to do so would or
        would
        be likely to have a material adverse effect upon its business, operations
        or
        financial condition or would involve it in any unlawful activity or any activity
        that is contrary to its policies or any request, guidance or directive of
        any
        competent authority (whether or not having the force of law) or (unless
        indemnified to its satisfaction) would involve it in any significant expense
        or
        tax disadvantage. 

       

      
        	
                13.3

              	
                Conduct
                  of business by a Finance
                  Party

              


      

       

      No
        term
        of this Agreement will:

       

      
        	 	
                (a)

              	
                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 computation in respect of
                  Tax.

              


      

       

      
        	
                14.

              	
                GUARANTEE

              


      

       

      
        	
                14.1

              	
                Guarantee

              


      

       

      Each
        Guarantor jointly and severally, irrevocably and unconditionally (and
        notwithstanding the release of any other Obligor or any other person under
        the
        terms of any composition or arrangement with any creditors of any member
        of the
        Group):

       

      
        	 	
                (a)

              	
                as
                  principal obligor, guarantees to each Finance Party prompt performance
                  by
                  each Borrower of all its obligations under the Finance
                  Documents;

              


      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (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, each
                  Guarantor
                  shall forthwith on demand by the Agent pay that amount as if that
                  Guarantor instead of the relevant Borrower were expressed to be
                  the
                  principal obligor; and

              


      

       

      
        	 	
                (c)

              	
                indemnifies
                  each Finance Party on demand against any loss or liability suffered
                  by it
                  if any obligation guaranteed by any Guarantor is or becomes unenforceable,
                  invalid or illegal.

              


      

       

      
        	
                14.2

              	
                Continuing
                  guarantee

              


      

       

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

       

      
        	
                14.3

              	
                Reinstatement

              


      

       

      
        	
                (a)

              	
                Where
                  any discharge (whether in respect of the obligations of any Borrower
                  or
                  any security for those obligations or otherwise) is made in whole
                  or in
                  part or any arrangement is made on the faith of any payment, security or
                  other disposition which is avoided or must be restored on insolvency,
                  liquidation or otherwise without limitation, the liability of the
                  Guarantors under this Clause 14
                  shall continue as if the discharge or arrangement had not occurred
                  (but
                  only to the extent that such payment, security or other disposition
                  is
                  avoided or restored).

              


      

       

      
        	
                (b)

              	
                Each
                  Finance Party may concede or compromise any claim that any payment,
                  security or other disposition is liable to avoidance or
                  restoration.

              


      

       

      
        	
                14.4

              	
                Waiver
                  of defences

              


      

       

      The
        obligations of the Guarantors under this Clause 14
        will not
        be affected by any act, omission, matter or thing which, but for this provision,
        would reduce, release or prejudice any of its obligations under this Clause
        14
        or
        prejudice or diminish those obligations in whole or in part, including (whether
        or not known to it or any Finance Party):

       

      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

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

              


      

       

      
        	 	
                (c)

              	
                any
                  incapacity or lack of powers, authority or legal personality of
                  or
                  dissolution or change in the members or status of a Borrower or
                  any other
                  person;

              


      

       

      
        	 	
                (d)

              	
                any
                  variation (however fundamental) or replacement of a Finance Document
                  or
                  any other document or security so that references to that Finance
                  Document
                  in this Clause 14
                  shall include each variation or
                  replacement;

              


      

       

      
        	 	
                (e)

              	
                any
                  unenforceability, illegality or invalidity of any obligation of
                  any person
                  under any Finance Document or any other document or security, to
                  the
                  intent that the Guarantors' obligations under this Clause 14
                  shall remain in full force and its 

              


      

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      
         

        
          	 	
                   

                	
                  guarantee
                    be construed accordingly, as if there were no unenforceability,
                    illegality
                    or invalidity; 

                


        

      

       

      
        	 	
                (f)

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

              


      

       

      
        	 	
                (g)

              	
                any
                  postponement, discharge, reduction, non-provability or other similar
                  circumstance affecting any obligation of any Borrower under a Finance
                  Document resulting from any insolvency, liquidation or dissolution
                  proceedings or from any law, regulation or order so that each such
                  obligation shall for the purposes of the Guarantors' obligations
                  under
                  this Clause 14
                  shall be construed as if there were no such
                  circumstance.

              


      

       

      
        	
                14.5

              	
                Immediate
                  recourse

              


      

       

      Each
        Guarantor waives any right it may have of first requiring any Finance Party
        (or
        any trustee or agent on its behalf) to proceed against or enforce any other
        rights or security or claim payment from any person before claiming from
        that
        Guarantor under this Clause 14.

       

      
        	
                14.6

              	
                Appropriations

              


      

       

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

       

      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

              	
                hold
                  in a suspense account any moneys received from any Guarantor or
                  on account
                  of that Guarantor's liability under this Clause 14,
                  without liability to pay interest on those
                  moneys.

              


      

       

      
        	
                14.7

              	
                Non-competition

              


      

       

      Until
        all
        amounts which may be or become payable by the Borrowers under or in connection
        with the Finance Documents have been paid in full, no Guarantor shall, after
        a
        claim has been made or by virtue of any payment or performance by it under
        this
        Clause 14:

       

      
        	 	
                (a)

              	
                be
                  subrogated to any rights, security or moneys held, received or
                  receivable
                  by any Finance Party (or any trustee or agent on its behalf) or
                  be
                  entitled to any right of contribution or indemnity in respect of
                  any
                  payment made or moneys received on account of that Guarantor's
                  liability
                  under this Clause 14;

              


      

       

      
        	 	
                (b)

              	
                claim,
                  rank, prove or vote as a creditor of any Borrower or its estate
                  in
                  competition with any Finance Party (or any trustee or agent on
                  its
                  behalf); or

              


      

       

      
        	 	
                (c)

              	
                receive,
                  claim or have the benefit of any payment, distribution or security
                  from or
                  on account of any Borrower, or exercise any right of set-off as
                  against
                  any Borrower.

              


      

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      Each
        Guarantor shall hold in trust for and forthwith pay or transfer to the Agent
        for
        the Finance Parties any payment or distribution or benefit of security received
        by it contrary to this Clause 14.7.

      
         

        
          	
                  14.8

                	
                  Additional
                    security

                


        

         

      

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

       

      
        	
                14.9

              	
                Removal
                  of Guarantors

              


      

       

      Any
        Guarantor (other than the Parent) may, at the request of the Borrowers' Agent
        and if no Default is continuing, cease to be a Guarantor by entering into
        a
        supplemental agreement to this Agreement at the cost of the Parent in such
        form
        as the Agent may reasonably require which shall discharge that Guarantor's
        obligations as a Guarantor under this Agreement.

       

      
        	
                14.10

              	
                Limitation
                  on guarantee of U.S.
                  Guarantors

              


      

       

      Notwithstanding
        any other provision of this Clause 14,
        the
        obligations of each U.S. Guarantor under this Clause 14
        shall be
        limited to a maximum aggregate amount equal to the largest amount that would
        not
        render its obligations hereunder subject to avoidance as a fraudulent transfer
        or conveyance under Section 548 of Title 11 of the United States Bankruptcy
        Code
        or any applicable provisions of comparable state law (collectively, the
Fraudulent
        Transfer Laws),
        in
        each case after giving effect to all other liabilities of such U.S. Guarantor,
        contingent or otherwise, that are relevant under the Fraudulent Transfer
        Laws
        (specifically excluding, however, any liabilities of such U.S. Guarantor
        in
        respect of intercompany indebtedness to the Borrowers or Affiliates of the
        Borrowers to the extent that such indebtedness would be discharged in an
        amount
        equal to the amount paid by such U.S. Guarantor hereunder) and after giving
        effect as assets to the value (as determined under the applicable provisions
        of
        the Fraudulent Transfer Laws) of any rights to subrogation, contribution,
        reimbursement, indemnity or similar rights of such U.S. Guarantor pursuant
        to
        (a) applicable law or (b) any agreement providing for an equitable allocation
        among such U.S. Guarantor and other Affiliates of the Borrowers of obligations
        arising under guarantees by such parties.

       

      
        	
                14.11

              	
                Limitation
                  on guarantee of Swiss
                  Guarantors

              


      

       

      The
        obligations of any Guarantor constituted and having its registered office
        in
        Switzerland (except for the Parent which gives only downstream guarantees)
        (a
Swiss
        Guarantor)
        under
        this Clause 14
        shall at
        all times be limited so that it shall:

       

      
        	 	
                (a)

              	
                only
                  be liable to the Finance Parties in relation to the obligations
                  of an
                  Obligor (other than the obligations of the relevant Swiss Guarantor
                  and
                  its Subsidiaries) to the extent and in the maximum amount of its
                  profits
                  available for the distribution of dividends (being the balance
                  sheet
                  profits and any reserves made in this regard, all in accordance
                  with
                  article 675(2) and article 671 of the Swiss Code of Obligations)
                  at any
                  given time;

              


      

      
         

        
          	 	
                  (b)

                	if
                  and to the extent required by applicable law in force at the relevant
                  time:


        

         

      

      
        	 	
                (A)

              	
                deduct
                  from any such payments Swiss Anticipatory Tax at the rate of 35
                  per cent.
                  (or such other rate as in force from time to time) and subject
                  to any
                  applicable double taxation treaty;

              


      

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (B)

              	
                pay
                  such deduction to the Swiss Federal Tax Administration;
                  and

              


      

       

      
        	 	
                (C)

              	
                give
                  evidence to the relevant Finance Party or Finance Parties (as the
                  case may
                  be) of such deduction;

              


      

       

      
        	 	
                (c)

              	
                not
                  gross-up pursuant to Subclause 10.2 (Tax gross-up) 10.3 (Tax Indemnity)
                  in
                  relation to payments made pursuant to Clause 14.1 (Guarantee) only;
                  and

              


      

       

      
        	 	
                (d)

              	
                pass
                  a shareholders resolution for the distribution of dividends in
                  accordance
                  with the relevant provisions of the Swiss Code of
                  Obligations,

              


      

       

      and
        PROVIDED THAT all indemnities and guarantees contained in this Agreement
        and
        given by a Swiss Guarantor in respect of the obligations of an Obligor (other
        than obligations of the relevant Swiss Guarantor and its Subsidiaries) shall
        be
        construed in a manner consistent with the terms of this Clause
        14.11.

       

      
        	
                14.12

              	
                Limitation
                  - Luxembourg Guarantors

              


      

       

      
        	
                (a)

              	
                The
                  obligations of any Guarantor incorporated in Luxembourg (a Luxembourg Guarantor)
                  under this Clause 14 shall at all times be limited to an aggregate
                  amount
                  not exceeding the greater of:

              


      

       

      
        	 	
                (i)

              	
                the
                  Guarantor’s own funds (capitaux
                  propres,
                  as referred to in article 34 of the Luxembourg act dated 19 December
                  2002
                  concerning the register of commerce and companies and the accounting
                  and
                  annual accounts of undertakings, as amended) as reflected in its
                  last
                  annual accounts duly approved and available on the date of payment
                  under
                  the Finance Documents; and

              


      

       

      
        	 	
                (ii)

              	
                the
                  Guarantor’s own funds (capitaux
                  propres,
                  as referred to in article 34 of the Luxembourg act dated 19 December
                  2002
                  concerning the register of commerce and companies and the accounting
                  and
                  annual accounts of undertakings, as amended) as reflected in its
                  last
                  annual accounts duly approved and available as at the date of execution
                  of
                  this Agreement.

              


      

       

      
        	
                (b)

              	
                Paragraph
                  (a) shall not apply to the extent that this guarantee secures the
                  obligations of a direct or indirect subsidiary of a
                  Guarantor.

              


      

       

      
        	
                15.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              


      

       

      
        	
                15.1

              	
                Representations
                  and warranties

              


      

       

      Each
        Obligor makes the representations and warranties set out in this Clause
15
        (Representations and Warranties) to each Finance Party (but in the case of
        an
        Obligor other than the Parent only in respect of itself).

       

      
        	
                15.2

              	
                Status

              


      

       

      It
        is a
        duly incorporated and validly existing corporation under the laws of the
        jurisdiction of its incorporation and has the power to own its assets and
        carry
        on its business as it is being conducted.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      
        	
                15.3

              	
                Powers
                  and authority

              


      

       

      It
        has
        the power to enter into and perform and has taken all necessary actions to
        authorise the entry into, performance and delivery of, the Finance Documents
        to
        which it is a party and the transactions
        contemplated by those Finance Documents. In
        all matters relating to the Finance Documents, it is acting as principal
        and for
        its own account and not as agent or trustee or in any other capacity whatsoever
        on behalf of any third party.

       

      
        	
                15.4

              	
                Legal
                  validity

              


      

       

      Each
        Finance Document to which it is or will be a party constitutes, or when executed
        in accordance with its terms will constitute, its legal, valid and binding
        obligation enforceable (subject to applicable bankruptcy, insolvency, moratorium
        and similar laws affecting creditor's rights generally) in accordance with
        its
        terms.

       

      
        	
                15.5

              	
                Non-conflict

              


      

       

      The
        entry
        into and performance by it of, and the transactions contemplated by, the
        Finance
        Documents do not and will not conflict with:

       

      
        	 	
                (a)

              	
                any
                  law or regulation applicable to it;
                  or

              


      

       

      
        	 	
                (b)

              	
                its
                  constitutional documents; or

              


      

       

      
        	 	
                (c)

              	
                any
                  mortgage, contract or other undertaking or instrument to which
                  it is a
                  party, or which is binding upon it or any of its
                  assets,

              


      

       

      and
        does
        not or will not result in the creation or imposition of any Security Interest
        on
        any of its assets pursuant to the provisions of any such mortgage, contract
        or
        other undertaking.

       

      
        	
                15.6

              	
                No
                  default

              


      

       

      No
        event
        is outstanding which constitutes a default under any document which is binding
        on any member of the Group or any asset of any member of the Group to an
        extent
        or in a manner which is reasonably likely to have a material adverse effect
        on
        the ability of the Obligors taken together to perform their payment or other
        material obligations under the Finance Documents.

       

      
        	
                15.7

              	
                Authorisations

              


      

       

      All
        consents or authorisations required by it in connection with the execution,
        validity, performance or enforceability of the Finance Documents have been
        obtained and are in full force and effect.

       

      
        	
                15.8

              	
                U.S.
                  Obligors

              


      

       

      
        	
                (a)

              	
                No
                  U.S. Obligor is an investment company under the United States Investment
                  Company Act of 1940, as amended, or is exempt from the provisions
                  of that
                  Act pursuant to an exemption under that Act, all of the conditions
                  of
                  which have been and are being
                  fulfilled.

              


      

       

      
        	
                (b)

              	
                None
                  of the transactions contemplated in this Agreement (including,
                  without
                  limitation, the borrowings hereunder and the use of the proceeds
                  thereof)
                  will violate or result in a violation of Section 7 of the Securities
                  Exchange Act of 1934 (or any regulations issued pursuant thereto,
                  including, without limitation, Regulations T, U and
                  X).

              


      

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      
        	
                15.9

              	
                Accounts

              


      

       

      The
        most
        recent audited consolidated profit and loss account and balance sheet of
        the
        Parent which have been or are to be delivered to the Agent together with
        the
        notes thereto give a true and fair view of the results of the operations
        of the
        Parent and its Subsidiaries for the period to which they relate and, as the
        case
        may be, the financial position of the Parent and its Subsidiaries as at the
        date
        to which they relate and, subject to Clause 16.10
        (Change
        in accounts), have been prepared in accordance with international accounting
        standards consistently applied.

       

      
        	
                15.10

              	
                Original
                  Group Accounts

              


      

       

      There
        has
        been no change in the business, assets, condition or operations of the Group
        taken as a whole which has occurred since the date to which the Original
        Group
        Accounts were made up, which would be likely to have a material adverse effect
        on the ability of the Obligors taken together to perform their payment and
        other
        material obligations under the Finance Documents.

       

      
        	
                15.11

              	
                United
                  States Anti-Terrorism Laws

              


      

       

      To
        the
        best of its knowledge, no Obligor nor any of its Affiliates:

       

      
        	 	
                (a)

              	
                is,
                  or is controlled by, a Restricted Party;


              


      

       

      
        	 	
                (b)

              	
                has
                  received funds or other property from a Restricted Party;
                  or

              


      

       

      
        	 	
                (c)

              	
                is
                  in breach of or is the subject of any action or investigation under
                  any
                  Anti-Terrorism Law.

              


      

       

      
        	
                15.12

              	
                No
                  Event of Default

              


      

       

      No
        Event
        of Default has occurred and is continuing.

       

      
        	
                15.13

              	
                ERISA

              


      

       

      Each
        member of the Controlled Group has fulfilled its obligations under the minimum
        funding standards of ERISA and the Code with respect to each Plan. Each member
        of the Controlled Group is in compliance with the material applicable provisions
        of ERISA, the Code and any other applicable United States Federal or State
        law
        with respect to each Plan except where such non-fulfilment or non compliance
        could reasonably be expected not to have a material adverse effect on the
        ability of the Obligors taken together to comply with their payment or other
        material obligations under the Finance Documents. Each Plan complies in all
        respects with all applicable requirements of law and regulations, no Reportable
        Event has occurred with respect to any Plan, and no steps have been taken
        to
        reorganise or terminate any Single Employer Plan or by Obligors to effect
        a
        complete or partial withdrawal from any Multiemployer Plan except where such
        non
        compliance, Reportable Event, reorganisation, termination or withdrawal could
        not reasonably be expected to have a material adverse effect on the ability
        of
        the Obligors taken together to comply with their payment or other material
        obligations under the Finance Documents. No member of the Controlled Group
        has
        (a) sought a waiver of the minimum funding standard under Section 412 of
        the
        Code in respect of any Plan, (b) failed to make any contribution or payment
        to
        any Single Employer Plan or Multiemployer Plan, or made any amendment to
        any
        Plan, and no other event, transaction or condition has occurred which has
        resulted or could result in the imposition
        of a lien or the posting of a bond or other security under ERISA or the Code
        or
        (c) 

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      incurred
        any material, actual liability under Title I or Title IV of ERISA other than
        a
        liability to the PBGC for premiums under Section 4007 of ERISA.

       

      
        	
                15.14

              	
                Litigation

              


      

       

      No
        litigation, arbitration or administrative proceedings in relation to any
        member
        of the Group are current or, to its knowledge (having made all due enquiry),
        pending or threatened, which could reasonably be expected to have a material
        adverse effect on the ability of the Obligors taken together to perform their
        payment or other material obligations under the Finance Documents.

       

      
        	
                15.15

              	
                Environmental
                  Matters

              


      

       

      
        	
                (a)

              	
                Each
                  member of the Group has obtained all material Environmental Licences
                  required for the carrying on of its business as currently conducted
                  and
                  has at all times on and from the date this representation and warranty
                  is
                  first made in relation to it complied in all material respects
                  in a
                  manner, and to extent, consistent with generally accepted good
                  industry
                  practice, with (i) the terms and conditions of such Environmental
                  Licences
                  and (ii) all other applicable material Environmental Laws. There
                  are to
                  its knowledge no circumstances which may prevent or interfere with
                  such
                  compliance in the future.

              


      

       

      
        	
                (b)

              	
                There
                  is no Environmental Claim pending or to the best of its knowledge
                  (having
                  made all due enquiry) threatened, and there are no past or present
                  acts,
                  omissions, events or circumstances that would be likely to form
                  the basis
                  of any Environmental Claim (including, without limitation, any
                  arising out
                  of the generation, storage, transport, disposal or release of any
                  Dangerous Substance), against any member of the Group which if
                  adversely
                  determined is likely to have a material adverse effect on the ability
                  of
                  the Obligors taken together to comply with their payment or other
                  material
                  obligations under the Finance
                  Documents.

              


      

       

      
        	
                15.16

              	
                Intellectual
                  Property Rights

              


      

       

      
        	
                (a)

              	
                Each
                  member of the Group owns or has the legal right to use all the
                  Intellectual Property Rights which are material to the conduct
                  of the
                  business of the Group as a whole from time to time or are required
                  by it
                  in order for it to carry on such business in all material respects
                  as it
                  is then being conducted and as far as it is aware neither it nor
                  any other
                  member of the Group, has received notice of any infringement of
                  any
                  Intellectual Property Rights of any third party in any way which
                  would
                  have a material adverse effect on the ability of the Obligors taken
                  together to comply with their payment or other material obligations
                  under
                  the Finance Documents.

              


      

       

      
        	
                (b)

              	
                None
                  of the Intellectual Property Rights which are material in the context
                  of
                  the business of the Group as a whole is, to its knowledge, being
                  infringed
                  nor, to its knowledge, is there any threatened infringement of
                  those
                  Intellectual Property Rights, by any third party which would have
                  a
                  material adverse effect on the ability of the Obligors taken together
                  to
                  comply with their payment or other material obligations under the
                  Finance
                  Documents.

              


      

       

      
        	
                (c)

              	
                All
                  registered Intellectual Property Rights owned by it or any member
                  of the
                  Group and which are material to conduct of the business of the
                  Group as a
                  whole are subsisting and all actions (including payment of all
                  fees)
                  required to maintain the same in full force and effect have been
                  taken,
                  where lack of subsistence or failure to take any such action would
                  have a
                  material adverse effect on the ability of the Obligors taken together
                  to
                  comply with their payment or other material obligations under the
                  Finance
                  Documents.

              


      

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      
        	
                15.17

              	
                Pari
                  Passu Ranking

              


      

       

      Its
        obligations under the Finance Documents rank at least
        pari
        passu
        with all
        its other unsecured obligations, except for obligations which from time to
        time
        are mandatorily preferred by law applying to companies generally.

       

      
        	
                15.18

              	
                Swiss
                  Anticipatory Tax (Verrechnungssteuer)

              


      

       

      In
        the
        case of a Swiss
        Borrower only:

       

      
        	 	
                (a)

              	
                the
                  number of persons and legal entities which are not Qualifying Switzerland
                  Lenders to whom the Swiss Borrower directly or indirectly (including,
                  but
                  not limited to, sub-participation) owes the aggregate of its interest
                  bearing borrowed money under all interest-bearing instruments taken
                  together (other than any bond issue which is subject to the Swiss
                  Anticipatory Tax) is not more than 20 at any time;
                  

              


      

       

      
        	 	
                (b)

              	
                it
                  is and will be in compliance with explanatory note S-02.122.1 (4.1999)
                  and
                  S-02.122.2 (4.99) of the Swiss Federal Tax Administration or legislation
                  or explanatory notes addressing the same issue which are in force
                  at such
                  time; and

              


      

       

      
        	 	
                (c)

              	
                for
                  the purpose of this Subclause, a Swiss Borrower must assume that
                  the
                  number of Banks under this Agreement who are not Qualifying Switzerland
                  Lenders is 1, unless such Swiss Borrower has received a written
                  confirmation from the Swiss Federal Tax Administration that all
                  of the
                  Banks are Qualifying Switzerland Lenders; the Swiss Borrower's
                  assumption
                  will then be modified accordingly.

              


      

       

      
        	
                15.19

              	
                Times
                  for making representations and
                  warranties

              


      

       

      The
        representations and warranties set out in this Clause 15:

       

      
        	 	
                (a)

              	
                are
                  made on the Signing Date;

              


      

       

      
        	 	
                (b)

              	
                (except
                  for Clause 15.10
                  (Original Group Accounts)) in the case of an Obligor which becomes
                  a Party
                  after the date of this Agreement, will be deemed to be made by
                  that
                  Obligor on the date it executes a Borrower Accession Agreement
                  or, as the
                  case may be, a Guarantor Accession Agreement;
                  and

              


      

       

      
        	 	
                (c)

              	
                (except
                  for Clauses 15.6 (No default) and 15.10
                  (Original Group Accounts)) are deemed to be repeated by each Obligor
                  on:

              


      

       

      
        	 	
                (i)

              	
                the
                  date of each Request; and

              


      

       

      
        	 	
                (ii)

              	
                each
                  Utilisation Date with reference to the facts and circumstances
                  then
                  existing.

              


      

       

      
        	
                16.

              	
                UNDERTAKINGS

              


      

       

      
        	
                16.1

              	
                Duration

              


      

       

      The
        undertakings in this Clause 16
        (Undertakings) will remain in force from the Signing Date for so long as
        any
        amount is or may be outstanding under this Agreement or any Commitment is
        in
        force.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  16.2

                	
                  Financial
                    Information

                


        

         

      

      Each
        Obligor shall supply to the Agent in sufficient copies for all the
        Banks:

       

      
        	 	
                (a)

              	
                as
                  soon as the same are available (and in any event within 180 days
                  of the
                  end of each of its financial
                  years):

              


      

       

      
        	 	
                (i)

              	
                in
                  the case of the Parent, the audited consolidated financial statements
                  of
                  the Group for that financial year;
                  and

              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of each other Obligor, its accounts for that financial
                  year
                  (audited, if available);

              


      

       

      
        	 	
                (b)

              	
                as
                  soon as the same are available (and in any event within 90 days
                  of the end
                  of the first half-year of each of its financial years) in the case
                  of the
                  Parent, the interim unaudited financial statements of the Group
                  for that
                  half-year;

              


      

       

      
        	 	
                (c)

              	
                within
                  10 days of the date they are filed with the Securities and Exchange
                  Commission, the Group's quarterly return with the Securities and
                  Exchange
                  Commission;

              


      

       

      
        	 	
                (d)

              	
                annually,
                  in the case of the Parent, together with the accounts specified
                  in
                  paragraph (a)(i) above, a certificate signed by the chief financial
                  officer of the Parent:

              


      

       

      
        	 	
                (i)
                  

              	
                setting
                  out in reasonable detail computations establishing compliance with
                  Clause
                  16.8 (Priority Borrowings) as at the date to which the accounts
                  provided
                  pursuant to paragraph (a)(i) above have been drawn-up;
                  and

              


      

       

      
        	 	
                (ii)

              	
                identifying
                  the Material Subsidiaries on the basis of those
                  accounts.

              


      

       

      
        	
                16.3

              	
                Information
                  - Miscellaneous

              


      

       

      The
        Parent shall supply to the Agent:

       

      
        	 	
                (a)

              	
                all
                  documents despatched by it to its shareholders (or any class of
                  them) or
                  its creditors generally (or any class of them) in relation to it
                  or its
                  Subsidiaries at the same time as they are
                  despatched;

              


      

       

      
        	 	
                (b)

              	
                promptly
                  upon becoming aware of them, details of any legal or arbitration
                  proceedings of the kind referred to in Clause 15.14
                  (Litigation); and

              


      

       

      
        	 	
                (c)

              	
                as
                  soon as reasonably practicable, such further information in the
                  possession
                  or control of any member of the Group regarding its financial condition,
                  business or operations as any Finance Party through the Agent may
                  reasonably request,

              


      

       

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

       

      
        	
                16.4

              	
                Notification
                  of Event of Default

              


      

       

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

      
         

        
          	
                  16.5

                	
                  Authorisations

                


        

         

      

      Each
        Obligor shall promptly:

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (a)

              	
                obtain,
                  maintain and comply with the terms of;
                  and

              


      

       

      
        	 	
                (b)

              	
                if
                  requested, supply certified copies to the Agent
                  of,

              


      

       

      any
        authorisation required under any law or regulation to enable it to perform
        its
        obligations under, or for the validity or enforceability of, any Finance
        Document.

       

      
        	
                16.6

              	
                Pari
                  passu ranking

              


      

       

      Each
        Obligor shall procure that its obligations under the Finance Documents do
        and
        will rank at least
        pari
        passu
        with all
        its other present and future unsecured obligations, except for obligations
        which
        from time to time are mandatorily preferred by law applying to companies
        generally.

       

      
        	
                16.7

              	
                Negative
                  pledge

              


      

       

      No
        Obligor shall, and the Parent shall procure that no other member of the Group
        will, create or permit to subsist any Security Interest on or over any of
        its
        assets except for any Permitted Security Interest.

       

      
        	
                16.8

              	
                Priority
                  Borrowings

              


      

       

      The
        Parent will not permit any member of the Group which is not a Guarantor to
        create, assume, incur, guarantee or otherwise be liable in respect of any
        Borrowings except for:

       

      
        	 	
                (a)

              	
                Borrowings
                  under this Agreement;

              


      

       

      
        	 	
                (b)

              	
                Borrowings
                  owing to an Obligor; 

              


      

       

      
        	 	
                (c)

              	
                Borrowings
                  of finance companies to the extent the relevant Borrowings are
                  on-lent to
                  a Guarantor;

              


      

       

      
        	 	
                (d)

              	
                Borrowings
                  in companies acquired after the Signing Date provided that the
                  relevant
                  Borrowings are discharged within 6 months of the date of acquisition
                  of
                  the relevant company;

              


      

       

      
        	 	
                (e)

              	
                other
                  Borrowings where, after the creation, assumption, incurrence or
                  guarantee
                  of such Borrowings, the sum (without duplication)
                  of:

              


      

       

      
        	 	
                (i)

              	
                the
                  aggregate outstanding principal amount of the Borrowings except
                  those in
                  (a)
                  to
                  (d)
                  above
                  of
                  all the Subsidiaries which are not Guarantors;
                  plus

              


      

       

      
        	 	
                (ii)

              	
                the
                  aggregate outstanding principal amount of Borrowings secured by
                  Permitted
                  Security Interests under paragraph (g) of the definition of "Permitted
                  Security Interest",

              


      

       

      does
        not
        exceed an amount equal to 15% of the consolidated total gross assets of the
        Group or it is equivalent at any time.

      
         

        
          	
                  16.9

                	
                  Disposals

                


        

         

      

      No
        Obligor shall, and the Parent shall procure that no other member of the Group
        will, either in a single transaction or in a series of transactions, whether
        related or not and whether voluntarily or involuntarily, sell, transfer,
        grant
        or lease or otherwise dispose (each a disposal)
        of all
        or any part of its assets other than:

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (a)

              	
                a
                  disposal made on arm's length terms for fair market value provided
                  the
                  aggregate book value of the assets disposed of by any member of
                  the Group
                  does not exceed 25 per cent. of Net Assets;
                  or

              


      

       

      
        	 	
                (b)

              	
                a
                  disposal to another member of the Group;
                  or

              


      

       

      
        	 	
                (c)

              	
                a
                  disposal of cash for the purpose for which it was raised;
                  or

              


      

       

      
        	 	
                (d)

              	
                a
                  disposal required by any regulatory or governmental authority;
                  or

              


      

       

      
        	 	
                (e)

              	
                a
                  disposal by a member of the Group of any of its own shares held
                  in
                  treasury; or

              


      

       

      
        	 	
                (f)

              	
                a
                  disposal where the aggregate book value of assets disposed of by
                  any
                  member of the Group in any financial year of the Parent does not
                  exceed
                  U.S.$250,000,000 or its equivalent in
                  aggregate,

              


      

       

      where
        Net
        Assets
        means
        total assets less goodwill and total liabilities calculated in accordance
        with
        international accounting standards consistent with those applied in the
        preparation of the Original Group Accounts and as set out in the latest
        financial statements delivered in accordance with Clause
        16.2(a)(i).

       

      
        	
                16.10

              	
                Change
                  in accounts

              


      

       

      If,
        at
        any time, there is a change in international accounting standards or the
        Parent
        changes, or the Parent's Board of Directors resolves to change the basis,
        or one
        or more of the accounting policies, upon which its audited annual consolidated
        financial statements are prepared (in circumstances where any such change
        would
        have a material effect on such financial statements) or its accounting reference
        date then:

       

      
        	 	
                (a)

              	
                the
                  Parent shall promptly notify the Agent of such change or proposed
                  change;

              


      

       

      
        	 	
                (b)

              	
                the
                  Parent and the Agent shall enter into negotiations in good faith
                  with a
                  view to agreeing:

              


      

       

      
        	 	
                (i)

              	
                whether
                  or not such change or proposed change might result in any material
                  alteration in the determination of which of the Parent's Subsidiaries
                  is a
                  Material Subsidiary;

              


      

       

      
        	 	
                (ii)

              	
                if
                  so, any amendments to this Agreement which may be necessary in
                  order to
                  ensure that such change or proposed change does not result in any
                  material
                  alteration in such matter,

              


      

       

      and,
        if
        any such amendments are agreed by the Parent and the Agent (acting on the
        instructions of the Majority Banks), they shall take effect and be binding
        upon
        the Parties in accordance with their terms; and

      
         

        
          	 	
                  (c)

                	if
                  within a period of 60 days after such notification the Parent and
                  the
                  Agent (acting on the instructions of the Majority Banks) have failed
                  to
                  reach agreement then:


        

         

      

      
        	 	
                (i)

              	
                the
                  Parent shall procure that within a further period of 60 days its
                  auditors
                  certify to the Agent what changes to the provisions referred to
                  in
                  subparagraph (b) above are, in the opinion of the auditors, necessary
                  to
                  ensure that any test imposed by those provisions (as amended) by
                  reference
                  to the financial statements prepared on the new basis shall be
                  substantially 

              


      

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

      
         

        
          	 	
                   

                	
                  similar
                    (and, insofar as practicable, identical) in effect to the relevant
                    test
                    imposed by the existing provisions by reference to financial
                    statements
                    prepared on the old basis; any change certified by the auditors
                    pursuant
                    to this subparagraph (i)
                    shall, if circumstances permit, consist of an adjustment to the
                    percentage
                    or figure contained in the relevant test proportionate to the
                    change in
                    the results or financial position disclosed on the new basis
                    compared to
                    those prepared on the old basis;

                


        

         

      

      
        	 	
                (ii)

              	
                the
                  Agent may, at the cost of the Banks, appoint a firm of independent
                  accountants to produce a certificate to the same effect, such certificate
                  to be produced no later than three months after the certificate
                  of the
                  Parent's auditors;

              


      

       

      
        	 	
                (iii)

              	
                such
                  amendments shall thereafter be made to this Agreement as may be
                  necessary
                  to reflect:

              


      

       

      
        	 	
                (A)

              	
                the
                  amendments certified by the Parent's auditors;
                  or

              


      

       

      
        	 	
                (B)

              	
                if
                  a further certificate has been produced pursuant to (ii) above
                  and there
                  is a discrepancy between the two certificates, the mid-point between
                  the
                  two certificates; and

              


      

       

      
        	 	
                (iv)

              	
                pending
                  the finalisation of such amendments the Parent shall procure that
                  each set
                  of financial statements prepared on the new basis is accompanied
                  by a
                  certificate of its auditors certifying the information necessary
                  to enable
                  the Agent to determine whether, if such financial statements had
                  been
                  prepared on the old basis, the provisions of this Agreement are
                  being
                  complied with and the provisions of this Agreement shall, in such
                  event,
                  be applied by reference to the financial statements prepared on
                  the new
                  basis.

              


      

       

      
        	
                16.11

              	
                Change
                  of business

              


      

       

      The
        Parent shall procure that agribusiness remains the main part of the business
        of
        the Group as a whole.

       

      
        	
                16.12

              	
                Insurance

              


      

       

      Each
        Obligor will, and the Parent shall procure that each of its Subsidiaries
        will,
        effect insurances over and in respect of its material assets and business
        against such risks and to such extent and in such a manner as is usual for
        companies carrying on such a business in the country concerned.

      
         

        
          	
                  16.13

                	
                  Environmental
                    Matters

                


        

         

      

      Each
        Obligor will and the Parent will procure that each other member of the Group
        will:

       

      
        	 	
                (a)

              	
                (i)
                  obtain all requisite Environmental Licences, (ii) comply with the
                  terms
                  and conditions of all Environmental Licences applicable to it and
                  (iii)
                  comply with all other applicable Environmental Law, in each case
                  where
                  failure to do so would have a material adverse effect on the ability
                  of
                  Obligors taken together to perform their payment or other material
                  obligations under the Finance Documents;
                  and

              


      

       

      
        	 	
                (b)

              	
                promptly
                  upon receipt of the same, notify the Agent of any claim, notice
                  or other
                  written communication served on it in respect of any alleged breach
                  of or
                  corrective 

              


      

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

      
         

        
          	 	
                   

                	
                  or
                    remedial obligation or liability under any Environmental Law
                    which would,
                    if substantiated, have a material adverse effect on the ability
                    of the
                    Obligors taken together to perform their payment or other material
                    obligations under the Finance
                    Documents.

                


        

         

      

      
        	
                16.14

              	
                Investment
                  Companies

              


      

       

      The
        Parent shall procure that no U.S. Obligor shall become an investment company
        under the United States Investment Company Act of 1940 or that it is exempt
        from
        the provisions of the Act pursuant to an exemption under that Act, all of
        the
        conditions of which have been or are being fulfilled.

       

      
        	
                16.15

              	
                Know
                  your customer requirements

              


      

       

      
        	
                (a)

              	
                Each
                  Obligor must promptly on the request of any Finance Party (acting
                  through
                  the Agent) supply to the Agent for 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
                  Bank) to enable a Finance Party or prospective new Bank to carry
                  out and
                  be satisfied with the results of all know your customer
                  requirements.

              


      

       

      
        	
                (b)

              	
                Each
                  Bank must promptly on the request of the Agent supply to the Agent
                  any
                  documentation or other evidence which is reasonably required by
                  the Agent
                  to carry out and be satisfied with the results of all know your
                  customer
                  requirements.

              


      

       

      
        	
                (c)

              	
                The
                  Parent shall, by no later than 10 Business Days' prior written
                  notice to
                  the Agent, notify the Agent (which shall promptly notify the Banks)
                  of its
                  intention to request that one of its Subsidiaries becomes an Additional
                  Borrower pursuant to Clause 25.4
                  (Additional Borrowers) or an Additional Guarantor pursuant to Clause
                  25.5
                  (Additional Guarantors).

              


      

       

      
        	
                (d)

              	
                Following
                  giving any notice pursuant to paragraph (c)
                  above, if the accession of such Additional Borrower or Additional
                  Guarantor, as the case may be, obliges the Agent or any Bank to
                  comply
                  with any know your customer requirements in circumstances where
                  the
                  necessary information is not already available to it, the Parent
                  shall
                  promptly upon the request of the Agent or any Bank supply, or procure
                  the
                  supply of, such documentation and other evidence as is reasonably
                  requested by the Agent (for itself or on behalf of any Bank) in
                  order for
                  the Agent or such Bank or any prospective new Bank to carry out
                  and be
                  satisfied it has complied with all necessary know your customer
                  requirements under all applicable laws and regulations pursuant
                  to the
                  accession of such Subsidiary to this Agreement as an Additional
                  Borrower
                  or Additional Guarantor, as the case may
                  be.

              


      

       

      
        	
                16.16

              	
                U.S.
                  Anti -Terrorism Laws

              


      

       

      Each
        Obligor shall ensure that it and each of its Affiliates take all reasonable
        measures to comply with the Anti-Terrorism Laws. 

       

      
        	
                17.

              	
                DEFAULT

              


      

       

      
        	
                17.1

              	
                Events
                  of Default

              


      

       

      Each
        of
        the events set out in Clauses 17.2
        (Non-Payment) to 17.14
        (United
        States Bankruptcy Laws) (inclusive) is an Event of Default (whether or not
        caused by any reason whatsoever outside the control of any Obligor or any
        other
        person).

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      
        	
                17.2

              	
                Non-payment

              


      

       

      An
        Obligor does not pay within three Business Days of the due date any amount
        payable by it under the Finance Documents at the place at and in the currency
        in
        which it is expressed to be payable. 

       

      
        	
                17.3

              	
                Breach
                  of other obligations

              


      

       

      An
        Obligor does not comply with any provision of the Finance Documents (other
        than
        those referred to in Clause 17.2
        (Non-Payment)) and such failure (if capable of remedy before the expiry of
        such
        period) continues unremedied for a period of 28 days from the earlier of
        the
        date on which (a) an Obligor becomes aware of the failure to comply or (b)
        the
        Agent gives notice to the Borrowers' Agent requiring the same to be
        remedied.

       

      
        	
                17.4

              	
                Misrepresentation

              


      

       

      A
        representation, warranty or statement made or repeated by any Obligor in
        any
        Finance Document or in any document delivered by or on behalf of any Obligor
        under or in connection with any Finance Document is incorrect in any material
        respect when made or deemed to be made or repeated and such representation,
        warranty or statement (if capable of remedy) continues unremedied for a period
        of 28 days from the earlier of the date on which (a) an Obligor becomes aware
        of
        the failure to comply or (b) the Agent gives notice to the Borrowers' Agent
        requiring the same to be remedied.

       

      
        	
                17.5

              	
                Cross-default

              


      

       

      
        	
                (a)

              	
                Any
                  amount in respect of any Borrowings of any Obligor or any Material
                  Subsidiary is not paid when due or within any applicable grace
                  period
                  provided in the documentation therefor;
                  or

              


      

       

      
        	
                (b)

              	
                any
                  amount in respect of any Borrowings of any Obligor or any Material
                  Subsidiary becomes prematurely due and payable or is placed on
                  demand or
                  has been declared due and payable or placed on demand, in each
                  case as a
                  result of an event of default (howsoever described) under the document
                  relating to those Borrowings; or 

              


      

       

      
        	
                (c)

              	
                any
                  Security Interest securing Borrowings over any asset of any Obligor
                  or any
                  Material Subsidiary becomes enforceable and the holder thereof
                  shall have
                  commenced proceedings or appointed a receiver, manager or similar
                  officer
                  to take steps to enforce the same,

              


      

       

      except
        that this Clause 17.5
        shall
        not apply to:

       

      (i) Borrowings
        which are in aggregate less than U.S.$75,000,000 or its equivalent;

       

      
        	 	
                (ii)

              	
                Project
                  Finance Borrowings; or

              


      

       

      
        	 	
                (iii)

              	
                Borrowings
                  liability for payment of which is being contested in good faith
                  upon
                  independent legal advice by appropriate
                  proceedings.

              


      

       

      
        	
                17.6

              	
                Insolvency

              


      

       

      
        	
                (a)

              	
                An
                  Obligor or a Material Subsidiary is, or is deemed for the purposes
                  of any
                  law to be unable to pay its debts as they fall due or to be insolvent,
                  or
                  admits inability to pay its debts as they fall due;
                  or

              


      

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                An
                  Obligor or a Material Subsidiary suspends making payments on all
                  or any
                  class of its debt or announces an intention to do so, or a moratorium
                  is
                  declared in respect of any of its indebtedness;
                  or

              


      

       

      
        	
                (c)

              	
                An
                  Obligor or a Material Subsidiary, by reason of financial difficulties,
                  begins negotiations with its creditors generally or any class of
                  them with
                  a view to the readjustment or rescheduling of any of its
                  indebtedness.

              


      

       

      
        	
                17.7

              	
                Insolvency
                  proceedings

              


      

       

      
        	
                (a)

              	
                Any
                  formal step commencing legal proceedings (including petition or
                  convening
                  a meeting) is taken in respect of an Obligor or a Material Subsidiary
                  with
                  a view to a moratorium, a composition, assignment or arrangement
                  with any
                  class of creditors of an Obligor or a Material Subsidiary;
                  or

              


      

       

      
        	
                (b)

              	
                a
                  meeting of the directors or shareholders of an Obligor or a Material
                  Subsidiary is convened for the purpose of considering any resolution
                  for
                  (or to petition for) its winding-up or for its administration or
                  any such
                  resolution is passed; or

              


      

       

      
        	
                (c)

              	
                any
                  person presents a petition for the winding-up or for the administration
                  of
                  an Obligor or a Material Subsidiary and the petition is not discharged,
                  opposed in good faith or stayed within 30 days;
                  or

              


      

       

      
        	
                (d)

              	
                an
                  order for the winding-up or administration of an Obligor or a Material
                  Subsidiary is made.

              


      

       

      
        	
                17.8

              	
                Appointment
                  of receivers and managers

              


      

       

      
        	
                (a)

              	
                Any
                  liquidator, trustee in bankruptcy, judicial custodian, compulsory
                  manager,
                  receiver, administrative receiver, administrator or the like is
                  appointed
                  in respect of an Obligor or a Material Subsidiary or any part of
                  its
                  assets which is material in the context of the business or a whole;
                  or

              


      

       

      
        	
                (b)

              	
                the
                  directors of an Obligor or a Material Subsidiary request the appointment
                  of a liquidator, trustee in bankruptcy, judicial custodian, compulsory
                  manager, receiver, administrative receiver, administrator or the
                  like
                  (with the exception of any solvent reconstruction approved by the
                  Agent
                  (acting on the instructions of the Majority
                  Banks)).

              


      

       

      
        	
                17.9

              	
                Creditors'
                  process

              


      

       

      Any
        attachment, sequestration, distress or execution affects the whole or any
        substantial part of the property, undertakings or assets of an Obligor or
        a
        Material Subsidiary and is not discharged or stayed within 40 days.

       

      
        	
                17.10

              	
                Analogous
                  proceedings

              


      

       

      There
        occurs, in relation to an Obligor or a Material Subsidiary, any event anywhere
        which corresponds with any of those mentioned in Clauses 17.6
        (Insolvency) to 17.9
        (Creditors' process) (both inclusive).

       

      
        	
                17.11

              	
                Unlawfulness

              


      

       

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

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      
        	
                17.12

              	
                Guarantee

              


      

       

      The
        guarantee of any Guarantor under Clause 14
        (Guarantee) is not effective or is alleged by an Obligor to be ineffective
        for
        any reason (other than by reason of written release or waiver by the Finance
        Parties).

       

      
        	
                17.13

              	
                Cessation
                  of business

              


      

       

      Except
        with the prior written consent of the Majority Banks, an Obligor or any Material
        Subsidiary ceases to carry on the whole or substantially the whole of its
        business otherwise than as a result of:

       

      
        	 	
                (a)

              	
                a
                  transfer of all or any part of its business to a member of the
                  Group which
                  is, or upon such transfer becomes, a Material Subsidiary;
                  or

              


      

       

      
        	 	
                (b)

              	
                a
                  disposal permitted under Clause 16.9
                  (Disposals).

              


      

       

      
        	
                17.14

              	
                United
                  States Bankruptcy Laws

              


      

       

      
        	
                (a)

              	
                In
                  this Subclause:

              


      

       

      U.S.
        Bankruptcy Law
        means
        the United States Bankruptcy Code of 1978, as amended.

       

      
        	
                (b)

              	
                Any
                  of the following occurs in respect of a U.S.
                  Obligor:

              


      

       

      
        	 	
                (i)

              	
                it
                  makes a general assignment for the benefit of
                  creditors;

              


      

       

      
        	 	
                (ii)

              	
                it
                  commences a voluntary case or proceeding under any U.S. Bankruptcy
                  Law;
                  or

              


      

       

      
        	 	
                (iii)

              	
                an
                  involuntary case under any U.S. Bankruptcy Law is commenced against
                  it and
                  is not controverted within 30 days or is not dismissed or stayed
                  within 90
                  days after commencement of the
                  case.

              


      

      
         

        
          	
                  17.15

                	
                  
                    Acceleration

                  

                


        

         

      

      
        	
                (a)

              	
                On
                  and at any time after the occurrence of an Event of Default while
                  such
                  event is continuing the Agent may, and shall if so directed by
                  the
                  Majority Banks, by notice to the Borrowers' Agent, declare that
                  an Event
                  of Default has occurred and:

              


      

       

      
        	 	
                (i)

              	
                cancel
                  the Total Commitments; and/or

              


      

       

      
        	 	
                (ii)

              	
                demand
                  that all the Advances, together with accrued interest, and all
                  other
                  amounts accrued under this Agreement be immediately due and payable,
                  whereupon they shall become immediately due and payable;
                  and/or

              


      

       

      
        	 	
                (iii)

              	
                demand
                  that all the Advances be payable on demand, whereupon they shall
                  immediately become payable on
                  demand.

              


      

       

      
        	
                (b)

              	
                If
                  an Event of Default described in Clause 17.14 (b) (ii) and (iii)
                  (United
                  States Bankruptcy Laws) occurs, any Advances borrowed by the defaulting
                  U.S. Obligor shall become immediately due and
                  payable.

              


      

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      
        	
                18.

              	
                THE
                  AGENTS AND THE MANDATED LEAD
                  ARRANGERS

              


      

       

      
        	
                18.1

              	
                Appointment
                  and duties of the Agents

              


      

       

      Each
        Finance Party (other than the Agent) irrevocably appoints the Agent to act
        as
        its agent under and in connection with the Finance Documents, each U.S.
        Swingline Bank appoints the U.S. Swingline Agent to act as its agent in relation
        to the U.S. Swingline Facility, each euro Swingline Bank appoints the euro
        Swingline Agent to act as its agent in relation to the euro Swingline Facility
        and each Finance Party irrevocably authorises the Agent or, as the case may
        be,
        each Swingline Agent on its behalf to perform the duties and to exercise
        the
        rights, powers and discretions that are specifically delegated to it under
        or in
        connection with the Finance Documents, together with any other incidental
        rights, powers and discretions. The Agent or, as the case may be, a Swingline
        Agent shall have only those duties which are expressly specified in this
        Agreement. Those duties are solely of a mechanical and administrative
        nature.

       

      
        	
                18.2

              	
                Role
                  of the Mandated Lead
                  Arrangers

              


      

       

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

       

      
        	
                18.3

              	
                Relationship

              


      

       

      The
        relationship between the Agent or, as the case may be, each Swingline Agent
        and
        the other Finance Parties is that of agent and principal only. Nothing in
        this
        Agreement constitutes the Agent or, as the case may be, a Swingline Agent
        as
        trustee or fiduciary for any other Party or any other person and the Agent
        or,
        as the case may be, a Swingline Agent need not hold in trust any moneys paid
        to
        it for a Party or be liable to account for interest on those
        moneys.

       

      
        	
                18.4

              	
                Majority
                  Banks' directions

              


      

       

      
        	
                (a)

              	
                The
                  Agent or, as the case may be, each Swingline Agent will be fully
                  protected
                  if it acts in accordance with the instructions of the Majority
                  Banks in
                  connection with the exercise of any right,
                  power or discretion or any matter not expressly provided for in
                  the
                  Finance Documents. Any such instructions given by the Majority
                  Banks will
                  be binding on all the Banks. In the absence of such instructions
                  the Agent
                  or, as the case may be, a Swingline Agent may act as it considers
                  to be in
                  the best interests of all the
                  Banks.

              


      

       

      
        	
                (b)

              	
                None
                  of the Agent and the Swingline Agents is authorised to act on behalf
                  of a
                  Bank (without first obtaining that Bank's consent) in any legal
                  proceedings relating to any Finance
                  Documents.

              


      

       

      
        	
                18.5

              	
                Delegation

              


      

       

      The
        Agent
        or, as the case may be, each Swingline Agent may act under the Finance Documents
        through its personnel and agents.

       

      
        	
                18.6

              	
                Responsibility
                  for documentation

              


      

       

      Neither
        the Agent, the U.S. Swingline Agent, the euro Swingline Agent nor any Mandated
        Lead Arranger is responsible to any other Party for:

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (a)

              	
                the
                  execution, genuineness, validity, enforceability or sufficiency
                  of any
                  Finance Document or any other
                  document;

              


      

       

      
        	 	
                (b)

              	
                the
                  collectability of amounts payable under any Finance Document;
                  or

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	
                18.7

              	
                Default

              


      

       

      
        	
                (a)

              	
                The
                  Agent or, as the case may be, each Swingline Agent is not obliged
                  to
                  monitor or enquire as to whether or not a Default has occurred.
                  Neither
                  the Agent nor any Swingline Agent will be deemed to have knowledge
                  of the
                  occurrence of a Default. However, if the Agent or, as the case
                  may be, a
                  Swingline Agent has actual knowledge of a Default arising under
                  Clause 17.2
                  (Non-Payment) or receives notice from a Party referring to this
                  Agreement,
                  describing the Default and stating that the event is a Default,
                  it shall
                  promptly notify the Banks.

              


      

       

      
        	
                (b)

              	
                The
                  Agent or, as the case may be, each Swingline Agent may require
                  the receipt
                  of security satisfactory to it whether by way of payment in advance
                  or
                  otherwise, against any liability or loss which it will or may incur
                  in
                  taking any proceedings or action arising out of or in connection
                  with any
                  Finance Document before it commences those proceedings or takes
                  that
                  action.

              


      

       

      
        	
                18.8

              	
                Exoneration

              


      

       

      
        	
                (a)

              	
                Without
                  limiting paragraph (b)
                  below,
                  the Agent or, as the case may be, a Swingline Agent will not be
                  liable to
                  any other Party for any action taken or not 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
                  the Agent or, as the case may be, any Swingline Agent in respect
                  of any
                  claim it might have against the Agent or, as the case may be, any
                  Swingline Agent or in respect of any act or omission of any kind
(including
                  gross negligence or wilful misconduct) by that officer, employee
                  or agent
                  in relation to any Finance
                  Document.

              


      

       

      
        	
                (c)

              	
                i)

              	
                Nothing
                  in this Agreement will oblige the Agent, the U.S. Swingline Agent,
                  the
                  euro Swingline Agent or any Mandated Lead Arranger to satisfy any
                  know
                  your customer requirement in relation to the identity of any person
                  other
                  than itself on behalf of any Finance
                  Party.

              


      

       

      
        	 	
                (ii)

              	
                Each
                  Finance Party confirms to the Agent, the U.S. Swingline Agent,
                  the euro
                  Swingline Agent and each Mandated Lead Arranger 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.

              


      

       

      
        	
                18.9

              	
                Reliance

              


      

       

      The
        Agent
        or, as the case may be, each Swingline Agent may:

       

      
        	 	
                (a)

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

              


      

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                rely
                  on any statement made by a director or employee of any person regarding
                  any matters which may reasonably be assumed to be within his knowledge
                  or
                  within his power to verify; and

              


      

       

      
        	 	
                (c)

              	
                engage,
                  pay for and rely on legal or other professional advisers selected
                  by it
                  (including those in the Agent's or, as the case may be, a Swingline
                  Agent's employment and those representing a Party other than the
                  Agent or,
                  as the case may be, a Swingline
                  Agent).

              


      

       

      
        	
                18.10

              	
                Credit
                  approval and appraisal

              


      

       

      Without
        affecting the responsibility of any Borrower for information supplied by
        it or
        on its behalf in connection with any Finance Document, each Bank confirms
        that
        it:

       

      
        	 	
                (a)

              	
                has
                  made its own independent investigation and assessment of the financial
                  condition and affairs of each Borrower 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 Agent, the
                  U.S.
                  Swingline Agent, the euro Swingline Agent or the Mandated Lead
                  Arrangers
                  in connection with any Finance Document;
                  and

              


      

       

      
        	 	
                (b)

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

              


      

       

      
        	
                18.11

              	
                Information

              


      

       

      
        	
                (a)

              	
                The
                  Agent or, as the case may be, a Swingline Agent shall promptly
                  forward to
                  the person concerned the original or a copy of any document which
                  is
                  delivered to the Agent or, as the case may be, that Swingline Agent
                  by a
                  Party for that person.

              


      

       

      
        	
                (b)

              	
                The
                  Agent shall promptly supply a Bank with a copy of each document
                  received
                  by the Agent under Clauses 4
                  (Conditions Precedent), 25.4
                  (Additional Borrowers) or 25.5
                  (Additional Guarantors) upon the request and at the expense of
                  that
                  Bank.

              


      

       

      
        	
                (c)

              	
                Except
                  where this Agreement specifically provides otherwise, the Agent
                  or, as the
                  case may be, each Swingline Agent is not obliged to review or check
                  the
                  accuracy or completeness of any document it forwards to another
                  Party.

              


      

       

      
        	
                (d)

              	
                Except
                  as provided above, the Agent or, as the case may be, each Swingline
                  Agent
                  has no duty:

              


      

       

      
        	 	
                (i)

              	
                either
                  initially or on a continuing basis to provide any Bank with any
                  credit or
                  other information concerning the financial condition or affairs
                  of any
                  Borrower or any related entity of any Borrower whether coming into
                  its
                  possession or that of any of its related entities before, on or
                  after the
                  Signing Date; or

              


      

       

      
        	 	
                (ii)

              	
                unless
                  specifically requested to do so by a Bank in accordance with this
                  Agreement, to request any certificates or other documents from
                  any
                  Borrower.

              


      

       

      
        	
                18.12

              	
                The
                  Agent and the Mandated Lead Arrangers
                  individually

              


      

       

      
        	
                (a)

              	
                If
                  it is also a Bank, each of the Agent, the U.S. Swingline Agent,
                  the euro
                  Swingline Agent and the Mandated Lead Arrangers has the same rights
                  and
                  powers under this Agreement as 

              


      

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  any
                    other Bank and may exercise those rights and powers as though
                    it were not
                    the Agent, the U.S. Swingline Agent, the euro Swingline Agent
                    or a
                    Mandated Lead Arranger.

                


        

         

      

      
        	
                (b)

              	
                Each
                  of the Agent, the U.S. Swingline Agent, euro Swingline Agent and
                  the
                  Mandated Lead Arrangers may:

              


      

       

      
        	 	
                (i)

              	
                carry
                  on any business with a Borrower or its related
                  entities;

              


      

       

      
        	 	
                (ii)

              	
                act
                  as agent or trustee for, or in relation to any financing involving,
                  a
                  Borrower or its related entities;
                  and

              


      

       

      
        	 	
                (iii)

              	
                retain
                  any profits or remuneration in connection with its activities under
                  this
                  Agreement or in relation to any of the
                  foregoing.

              


      

       

      
        	
                18.13

              	
                Indemnities

              


      

       

      
        	
                (a)

              	
                Without
                  limiting the liability of any Obligor under the Finance Documents,
                  each
                  Bank shall forthwith on demand indemnify the Agent or, as the case
                  may be,
                  each Swingline Agent for its proportion of any liability or loss
                  incurred
                  by the Agent or, as the case may be, a Swingline Agent in any way
                  relating
                  to or arising out of its acting as the Agent or, as the case may
                  be, a
                  Swingline Agent, except to the extent that the liability or loss
                  arises
                  directly from the Agent's or, as the case may be, that Swingline
                  Agent's
                  gross negligence or wilful
                  misconduct.

              


      

       

      
        	
                (b)

              	
                A
                  Bank's proportion of the liability or loss set out in paragraph
                  (a)
                  above
                  is
                  the proportion which the Original Dollar Amount of its Advance(s)
                  bears to
                  the Original Dollar Amount of all Advances outstanding on the date
                  of the
                  demand. If, however, no Advances are outstanding on the date of
                  demand,
                  then the proportion will be the proportion which its Commitment
                  bears to
                  the Total Commitments at the date of demand or, if the Total Commitments
                  have been cancelled, bore to the Total Commitments immediately
                  before
                  being cancelled.

              


      

       

      
        	
                (c)

              	
                The
                  Parent shall forthwith on demand reimburse each Bank for any payment
                  made
                  by it under paragraph (a)
                  above
                  except to the extent it arises out of the Bank's gross negligence
                  or
                  default.

              


      

       

      
        	
                18.14

              	
                Compliance

              


      

       

      
        	
                (a)

              	
                The
                  Agent or, as the case may be, each Swingline Agent, may refrain
                  from doing
                  anything which might, in its opinion, constitute a breach of any
                  law or
                  regulation or be otherwise actionable at the suit of any person,
                  and may
                  do anything which, in its opinion, is necessary or desirable to
                  comply
                  with any law or regulation of any
                  jurisdiction.

              


      

       

      
        	
                (b)

              	
                Without
                  limiting paragraph (a)
                  above,
                  the Agent or, as the case may be each Swingline Agent, need not
                  disclose
                  any information relating to any Borrower or any of its related
                  entities if
                  the disclosure might, in the opinion of the Agent or, as the case
                  may be,
                  the relevant Swingline Agent, constitute a breach of any law or
                  regulation
                  or any duty of secrecy or confidentiality or be otherwise actionable
                  at
                  the suit of any person.

              


      

       

      
        	
                18.15

              	
                Resignation
                  of Agents

              


      

       

      
        	
                (a)

              	
                Notwithstanding
                  its irrevocable appointment, the Agent or, as the case may be,
                  each
                  Swingline Agent, may resign by giving notice to the Banks and the
                  Parent,
                  in which case, subject to paragraph (f) below,
                  the Agent or, as the case may be, the relevant Swingline Agent,
                  may
                  forthwith appoint one of its Affiliates as successor Agent, or
                  as the case
                  may be, successor
                  Swingline
                  Agent, or, failing that,
                  the Majority Banks may after consultation with


              


      

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  the
                    Borrowers' Agent appoint a successor Agent or, as the case may
                    be,
                    successor Swingline Agent.

                


        

         

      

      
        	
                (b)

              	
                If
                  the appointment of a successor Agent or, as the case may be, successor
                  Swingline Agent is to be made by the Majority Banks but they have
                  not,
                  within 30 days after notice of resignation, appointed a successor
                  Agent
                  or, as the case may be, successor Swingline Agent which accepts
                  the
                  appointment, the retiring Agent or, as the case may be, the retiring
                  Swingline Agent may, following consultation with the Borrowers'
                  Agent,
                  appoint a successor Agent or, as the case may be, successor Swingline
                  Agent.

              


      

       

      
        	
                (c)

              	
                The
                  resignation of the retiring Agent or, as the case may be, successor
                  Swingline Agent and the appointment of any successor Agent or,
                  as the case
                  may be, successor Swingline Agent will both become effective only
                  upon the
                  successor Agent or, as the case may be, successor Swingline Agent
                  notifying all the Parties that it accepts the appointment. On giving
                  the
                  notification and receiving such approval, the successor Agent or,
                  as the
                  case may be, successor Swingline Agent will succeed to the position
                  of the
                  retiring Agent or, as the case may be, retiring Swingline Agent
                  and the
                  term "Agent" or, as the case may be, "U.S. Swingline Agent" or
                  "euro
                  Swingline Agent" will mean the successor Agent or, as the case
                  may be,
                  successor Swingline Agent.

              


      

       

      
        	
                (d)

              	
                The
                  retiring Agent or, as the case may be, retiring Swingline Agent
                  shall, at
                  its own cost, make available to the successor Agent or, as the
                  case may
                  be, successor Swingline Agent such documents and records and provide
                  such
                  assistance as the successor Agent or, as the case may be, successor
                  Swingline Agent may reasonably request for the purposes of performing
                  its
                  functions as the Agent or, as the case may be, the relevant Swingline
                  Agent under this Agreement.

              


      

       

      
        	
                (e)

              	
                Upon
                  its resignation becoming effective, this Clause 18
                  shall continue to benefit the retiring Agent or, as the case may
                  be,
                  retiring Swingline Agent in respect of any action taken or not
                  taken by it
                  under or in connection with the Finance Documents while it was
                  the Agent
                  or, as the case may be, the relevant Swingline Agent, and, subject
                  to
                  paragraph (d)
                  above,
                  it shall have no further obligation under any Finance
                  Document.

              


      

       

      
        	
                (f)

              	
                After
                  consultation with the Borrowers' Agent, the Majority Banks may,
                  by notice
                  to the Agent or, as the case may be, a Swingline Agent, require
                  it to
                  resign in accordance with paragraph (a) above. In this event, the
                  Agent or, as the case may be, that Swingline Agent shall resign
                  in
                  accordance with paragraph (a) above but will not have the right
                  to
                  appoint
                  one of its Affiliates as successor Agent, or as the case may be,
                  successor
                  Swingline
                  Agent,.

              


      

       

      
        	
                18.16

              	
                Banks

              


      

       

      The
        Agent
        or, as the case may be, each Swingline Agent may treat each Bank as a Bank,
        entitled to payments under this Agreement and as acting through its Facility
        Office(s) until it has received notice from the Bank to the contrary by not
        less
        than five Business Days prior to the relevant payment.

       

      
        	
                18.17

              	
                Chinese
                  Wall

              


      

       

      In
        acting
        as Agent, U.S. Swingline Agent, euro Swingline Agent or Mandated Lead Arranger,
        the agency and syndications division of each of the Agent, the U.S. Swingline
        Agent, the euro Swingline Agent and the Mandated Lead Arrangers shall be
        treated
        as a separate entity from its other divisions and departments. Any information
        acquired at any time by the Agent, the U.S. Swingline Agent, the euro Swingline
        Agent or any Mandated Lead Arranger otherwise than in the capacity of Agent,
        U.S. Swingline Agent, euro Swingline Agent or Mandated Lead 

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                19.

              	
                FEES

              


      

       

      
        	
                19.1

              	
                Commitment
                  fee

              


      

       

      
        	
                (a)

              	
                The
                  Parent shall pay to the Agent for distribution to each Bank pro
                  rata
                  to
                  the proportion its Commitment bears to the Total Commitments from
                  time to
                  time a commitment fee at the rate of 30 per cent per annum of the
                  applicable Margin on any undrawn, uncancelled amount of the Total
                  Commitments on each day during the Availability
                  Period.

              


      

       

      
        	
                (b)

              	
                Commitment
                  fee is calculated and accrues on a daily basis and is payable quarterly
                  in
                  arrear with the first payment due three months after the Signing
                  Date.
                  Accrued commitment fee is also payable to the Agent for the relevant
                  Bank(s) on the cancelled amount of its Commitment at the time the
                  cancellation takes effect.

              


      

       

      
        	
                19.2

              	
                Agent's
                  fee

              


      

       

      The
        Parent shall pay to the Agent for its own account an agency fee in the amounts
        and on the dates agreed in the relevant Fee Letter.

      
         

        
          	
                  19.3

                	
                  Front-end
                    fees

                


        

         

      

      The
        Parent shall pay to the Agent for the Mandated Lead Arrangers front-end fees
        in
        the amounts and on the dates specified in the relevant Fee Letter.

       

      
        	
                19.4

              	
                Utilisation
                  fee

              


      

       

      
        	
                (a)

              	
                The
                  Parent shall pay to the Agent for distribution to each Bank pro
                  rata
                  to
                  the proportion its outstanding Advances bear to the aggregate outstanding
                  Advances a utilisation fee at the rate of 0.025 per cent. per annum
                  for
                  each day the aggregate outstanding Advances are greater than or
                  equal to
                  50 per cent. of the Total Commitments on the aggregate outstanding
                  Advances on that day.

              


      

       

      
        	
                (b)

              	
                Utilisation
                  fee is calculated and accrues on a daily basis and is payable quarterly
                  in
                  arrear with the first such payment due three months after the Signing
                  Date. Accrued utilisation fee is also payable to the Agent for
                  the
                  relevant Banks on the Final Maturity
                  Date.

              


      

       

      
        	
                19.5

              	
                VAT

              


      

       

      Any
        fee
        referred to in this Clause 19
        is
        exclusive of any VAT. If any VAT is so chargeable, it shall be paid by the
        Parent at the same time as it pays the relevant fee.

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      
        	
                20.

              	
                EXPENSES

              


      

       

      
        	
                20.1

              	
                Initial
                  and special costs

              


      

       

      The
        Parent shall forthwith on demand pay the Agent, the U.S. Swingline Agent,
        the
        euro Swingline Agent and the Mandated Lead Arrangers the amount of all
        reasonable out-of-pocket costs and expenses (including but not limited to
        legal
        fees) incurred by any of them in connection with:

       

      
        	 	
                (a)

              	
                the
                  arranging and primary syndication of the
                  Facilities;

              


      

       

      
        	 	
                (b)

              	
                the
                  negotiation, preparation, printing and execution
                  of:

              


      

       

      
        	 	
                (i)

              	
                this
                  Agreement and any other documents referred to in this Agreement;
                  and

              


      

       

      
        	 	
                (ii)

              	
                any
                  other Finance Document executed after the date of this
                  Agreement;

              


      

       

      
        	 	
                (c)

              	
                any
                  amendment, waiver, consent or suspension of rights (or any proposal
                  for
                  any of the foregoing) requested by or on behalf of an Obligor and
                  relating
                  to a Finance Document or a document referred to in any Finance
                  Document;
                  and

              


      

       

      
        	 	
                (d)

              	
                any
                  other matter, not of an ordinary administrative nature, reasonably
                  necessary and arising out of or in connection with a Finance
                  Document.

              


      

       

      
        	
                20.2

              	
                Enforcement
                  costs

              


      

       

      The
        Parent shall forthwith on demand pay to each Finance Party the amount of
        all
        costs and expenses (including legal fees) incurred by it:

       

      
        	 	
                (a)

              	
                in
                  connection with the enforcement of, or the preservation of any
                  rights
                  under, any Finance Document; or

              


      

       

      
        	 	
                (b)

              	
                in
                  investigating any possible Default.

              


      

       

      
        	
                21.

              	
                STAMP
                  DUTIES

              


      

       

      
        	
                (a)

              	
                Subject
                  to paragraph (b) below, the Parent shall pay and forthwith on demand
                  indemnify each Finance Party against any liability it incurs in
                  respect of
                  any stamp, registration or similar tax which is or becomes payable
                  in
                  connection with the entry into, performance or enforcement of any
                  Finance
                  Document.

              


      

       

      
        	
                (b)

              	
                The
                  registration of the Finance Documents with the Luxembourg Tax
                  Administration ("L'Administration
                  de l'Enregistrement")
                  shall only be effected by the Agent on the instructions of the
                  Majority
                  Banks and where such Majority Banks reasonably believe that such
                  registration with the Luxembourg Tax Administration is required
                  for the
                  purpose of producing the Finance Document before a Luxembourg
                  Court or
                  a Luxembourg authority (autorité
                  constituée).
                  In any other case, the Agent is not entitled to claim from the
                  Parent any
                  indemnification pertaining to the liability incurred by the Agent
                  in
                  relation to registration with the Luxembourg Tax
                  Administration.

              


      

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      
        	
                22.

              	
                INDEMNITIES

              


      

       

      
        	
                22.1

              	
                Currency
                  indemnity

              


      

       

      
        	
                (a)

              	
                If
                  a Finance Party receives an amount in respect of an Obligor's liability
                  under the Finance Documents or if that liability is converted into
                  a
                  claim, proof, judgment or order in a currency other than the currency
                  (the
                  contractual
                  currency)
                  in which the amount is expressed to be payable under the relevant
                  Finance
                  Document:

              


      

       

      
        	 	
                (i)

              	
                that
                  Obligor shall indemnify that Finance Party as an independent obligation
                  against any loss or liability arising out of or as a result of
                  the
                  conversion;

              


      

       

      
        	 	
                (ii)

              	
                if
                  the amount received by that Finance Party, when converted into
                  the
                  contractual currency at a market rate in the usual course of its
                  business,
                  is less than the amount owed in the contractual currency, the Obligor
                  concerned shall forthwith on demand pay to that Finance Party an
                  amount in
                  the contractual currency equal to the deficit;
                  and

              


      

       

      
        	 	
                (iii)

              	
                the
                  Obligor shall pay to the Finance Party concerned on demand any
                  exchange
                  costs and taxes payable in connection with any such
                  conversion.

              


      

       

      
        	
                (b)

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

              


      

       

      
        	
                22.2

              	
                Other
                  indemnities

              


      

       

      The
        Parent shall forthwith on demand indemnify each Finance Party against any
        loss
        or liability which that Finance Party incurs as a consequence of:

       

      
        	 	
                (a)

              	
                the
                  occurrence of any Default;

              


      

       

      
        	 	
                (b)

              	
                the
                  operation of Clauses 9.4
                  (Currency), 17.15 (Acceleration) or 28
                  (Pro Rata Sharing);

              


      

       

      
        	 	
                (c)

              	
                any
                  payment of principal or an overdue amount being received from any
                  source
                  otherwise than on its Maturity Date (and, for the purposes of this
                  paragraph 22.2(c),
                  the Maturity Date of an overdue amount is the last day of each
                  Designated
                  Term (as defined in Clause 8.3
                  (Default interest)));

              


      

       

      
        	 	
                (d)

              	
                the
                  occurrence of a change described in, and the operation of Clause
                  11.4
                  (Change in circumstances) in relation to, an Optional Currency;
                  or

              


      

       

      
        	 	
                (e)

              	
                (other
                  than by reason of negligence or default by a Finance Party) an
                  Advance not
                  being disbursed after a Borrower has delivered a Request for that
                  Advance
                  or not being prepaid in accordance with a notice of
                  prepayment.

              


      

       

      The
        Parent's liability in each case includes any loss or expense on account of
        funds
        borrowed, contracted for or utilised to fund any amount payable under any
        Finance Document, any amount repaid or prepaid or any Advance. Without prejudice
        to the Parent's obligations under this Clause 22.2,
        a
        Finance Party claiming an amount under this Clause 22.2
        shall
        give the Parent reasonable particulars of how the amount claimed is
        calculated.

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

    

     

    
       

      
        	
                23.

              	
                EVIDENCE
                  AND CALCULATIONS

              


      

       

      
        	
                23.1

              	
                Accounts

              


      

       

      Accounts
        maintained by a Finance Party in connection with this Agreement are prima
        facie
        evidence
        of the matters to which they relate.

       

      
        	
                23.2

              	
                Certificates
                  and determinations

              


      

       

      Any
        certification or determination by a Finance Party of a rate or amount under
        this
        Agreement is, in the absence of manifest error, conclusive evidence of the
        matters to which it relates.

       

      
        	
                23.3

              	
                Calculations

              


      

       

      Interest
        and the fees payable under Clause 19.1
        (Commitment fee) and Clause 19.4
        (Utilisation fee) accrue from day to day and are calculated on the basis
        of the
        actual number of days elapsed and a year of 360 days, or, in the case of
        interest at the U.S. Swingline Rate or any interest payable on an amount
        denominated in Sterling, 365 days.

       

      
        	
                24.

              	
                AMENDMENTS
                  AND WAIVERS

              


      

       

      
        	
                24.1

              	
                Procedure

              


      

       

      
        	
                (a)

              	
                Subject
                  to Clause 24.2
                  (Exceptions), any term of the Finance Documents may be amended
                  or waived
                  with the agreement of the Borrowers' Agent and the Majority Banks.
                  The
                  Agent may effect, on behalf of the Banks, an amendment to which
                  they have
                  agreed.

              


      

       

      
        	
                (b)

              	
                The
                  Agent shall promptly notify the other Parties of any amendment
                  or waiver
                  effected in accordance with paragraph (a)
                  above,
                  and any such amendment or waiver shall be binding on all the
                  Parties.

              


      

       

      
        	
                24.2

              	
                Exceptions

              


      

       

      An
        amendment or waiver which relates to:

       

      
        	 	
                (a)

              	
                the
                  definition of "Majority Banks" in Clause 1.1
                  (Definitions);

              


      

       

      
        	 	
                (b)

              	
                an
                  extension of the date for, or a decrease in an amount or a change
                  in the
                  currency of, any payment under the Finance
                  Documents;

              


      

       

      
        	 	
                (c)

              	
                an
                  increase in a Bank's Commitment;

              


      

       

      
        	 	
                (d)

              	
                a
                  change in the guarantee under Clause 14
                  (Guarantee) otherwise than in accordance with Clause 25.5
                  (Additional Guarantors) or Clause 14.9
                  (Removal of Guarantors);

              


      

       

      
        	 	
                (e)

              	
                the
                  accession of Additional Borrowers otherwise than in accordance
                  with Clause
                  25.4
                  (Additional Borrowers);

              


      

       

      
        	 	
                (f)

              	
                a
                  term of a Finance Document which expressly requires the consent
                  of each
                  Bank; or

              


      

       

      
        	 	
                (g)

              	
                Clause
                  2.4
                  (Nature of a Finance Party's rights and obligations), Clause 28
                  (Pro Rata Sharing) or this Clause 24
                  (Amendments and Waivers),

              


      

       

      may
        not
        be effected without the consent of each Bank.

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      Any
        amendment which affects the rights and obligations of the Agent, the euro
        Swingline Agent or the U.S. Swingline Agent may not be effected without the
        consent of that Party.

       

      
        	
                24.3

              	
                Waivers
                  and remedies cumulative

              


      

       

      The
        rights of each Party under the Finance Documents:

       

      
        	 	
                (a)

              	
                may
                  be exercised as often as necessary;

              


      

       

      
        	 	
                (b)

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

              


      

       

      
        	 	
                (c)

              	
                may
                  be waived only in writing and
                  specifically.

              


      

       

      Delay
        in
        exercising or non-exercise of any such right is not a waiver of that
        right.

       

      
        	
                24.4

              	
                Third
                  Parties

              


      

       

      Except
        as
        otherwise expressly provided in a Finance Document, the terms of a Finance
        Document may be enforced only by a party to it and the operation of the
        Contracts (Rights of Third Parties) Act 1999 is excluded.

       

      
        	
                25.

              	
                CHANGES
                  TO THE PARTIES

              


      

       

      
        	
                25.1

              	
                Transfers
                  by Obligors

              


      

       

      No
        Obligor may assign, transfer, novate or dispose of any of, or any interest
        in,
        its rights and/or obligations under this Agreement.

       

      
        	
                25.2

              	
                Transfers
                  by Banks

              


      

       

      
        	
                (a)

              	
                A
                  Bank (the Existing
                  Bank)
                  may at any time assign, transfer or novate any of its rights and/or
                  obligations under this Agreement to another person (the New
                  Bank)
                  provided that:

              


      

       

      
        	 	
                (i)

              	
                the
                  New Bank is a Qualifying Switzerland Lender;


              


      

       

      
        	 	
                (ii)

              	
                in
                  the case of a partial assignment, transfer or novation of rights
                  and/or
                  obligations, a minimum amount of U.S.$25,000,000 in aggregate (unless
                  to
                  an Affiliate or to a Bank) must be assigned, transferred or novated;
                  

              


      

       

      
        	 	
                (iii)

              	
                the
                  Parent consents to the assignment, transfer or novation, (other
                  than where
                  the New Bank is another Bank or an Affiliate), such consent not
                  to be
                  unreasonably withheld or delayed where there is an Event of Default
                  outstanding. The Parent will be deemed to have given its consent
                  14 days
                  after the Parent is given notice of the request unless it is expressly
                  refused by the Parent within that time;


              


      

       

      
        	 	
                (iv)

              	
                in
                  the case of an assignment, transfer or novation by a Swingline
                  Bank, a
                  portion of each Swingline Commitment of that Swingline Bank must
                  also be
                  assigned, transferred or novated to the extent necessary (if at
                  all) to
                  ensure that each Swingline Commitment of that Swingline Bank does
                  not
                  exceed its Commitment after the assignment, transfer or novation;
                  and

              


      

       

      
        	 	
                (v)

              	
                the
                  Agent has completed all know your customer requirements relating
                  to any
                  person that it is required to carry out in relation to such assignment
                  or
                  transfer. 

              


      

       

      
        	
                (b)

              	
                A
                  transfer of obligations will be effective only if
                  either:

              


      

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                the
                  obligations are novated in accordance with Clause 25.3 (Procedure
                  for
                  novations); or

              


      

       

      
        	 	
                (ii)

              	
                the
                  New Bank gives notice to the Borrowers' Agent and confirms to the
                  Agent
                  and the Borrowers' Agent that it undertakes to be bound by the
                  terms of
                  this Agreement as a Bank in form and substance satisfactory to
                  the Agent.
                  On the transfer becoming effective in this manner the Existing
                  Bank shall
                  be relieved of its obligations under this Agreement to the extent
                  that
                  they are transferred to the New
                  Bank,

              


      

       

      and,
        in
        each case, provided that the requirements of paragraph (a) have been
        satisfied.

       

      
        	
                (c)

              	
                Nothing
                  in this Agreement restricts the ability of a Bank to subcontract
                  an
                  obligation to another person (a sub-participant)
                  if that Bank remains liable under this Agreement for that obligation,
                  provided that:

              


      

       

      
        	 	
                (i)

              	
                the
                  sub-participant is, at the time of such a sub-participation, a
                  Qualifying
                  Switzerland Lender; and

              


      

       

      
        	 	
                (ii)

              	
                any
                  Bank who enters into such a sub-participation agreement in relation
                  to
                  this Agreement shall ensure that the sub-participant agrees (for
                  the
                  benefit of each Swiss Borrower):

              


      

       

      
        	 	
                (A)

              	
                that
                  it shall not further transfer or sub-contract its rights and interests
                  under that sub-participation agreement, except to a person who
                  is a
                  Qualifying Switzerland Lender;

              


      

       

      
        	 	
                (B)

              	
                to
                  include a term identical to the provisions of this paragraph (c),
                  mutatis
                  mutandis, to bind any such further sub-participant and/or
                  transferee.

              


      

       

      
        	
                (d)

              	
                On
                  each occasion an Existing Bank assigns, transfers or novates any
                  of its
                  rights and/or obligations under this Agreement (other than to an
                  Affiliate), the New Bank shall, on the date the assignment, transfer
                  and/or novation takes effect, pay to the Agent for its own account
                  a fee
                  of £1,250.

              


      

       

      
        	
                (e)

              	
                An
                  Existing Bank is not responsible to a New Bank
                  for:

              


      

       

      
        	 	
                (i)

              	
                the
                  execution, genuineness, validity, enforceability or sufficiency
                  of any
                  Finance Document or any other
                  document;

              


      

       

      
        	 	
                (ii)

              	
                the
                  collectability of amounts payable under any Finance Document;
                  or

              


      

       

      
        	 	
                (iii)

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

              


      

       

      
        	
                (f)

              	
                Each
                  New Bank confirms to the Existing Bank and the other Finance Parties
                  that
                  it:

              


      

       

      
        	 	
                (i)

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

              


      

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

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

              


      

       

      
        	
                (g)

              	
                Nothing
                  in any Finance Document obliges an Existing Bank
                  to:

              


      

       

      
        	 	
                (i)

              	
                accept
                  a re transfer from a New Bank of any of the rights and/or obligations
                  assigned, transferred or novated under this Clause;
                  or

              


      

       

      
        	 	
                (ii)

              	
                support
                  any losses incurred by the New Bank by reason of the non-performance
                  by
                  any Obligor of its obligations under this Agreement or
                  otherwise.

              


      

       

      
        	
                (h)

              	
                Any
                  reference in this Agreement to a Bank includes a New Bank but excludes
                  a
                  Bank if no amount is or may be owed to or by it under this Agreement
                  and
                  its Commitment has been cancelled or reduced to
                  nil.

              


      

       

      
        	
                25.3

              	
                Procedure
                  for novations

              


      

       

      
        	
                (a)

              	
                A
                  novation is effected if:

              


      

       

      
        	 	
                (i)

              	
                the
                  Existing Bank and the New Bank deliver to the Agent a duly completed
                  certificate (a Novation
                  Certificate),
                  substantially in the form of Part
                  1
                  of
                  Schedule
                  5,
                  with such amendments as the Agent approves to achieve a substantially
                  similar effect (which may be delivered by fax and confirmed by
                  delivery of
                  a hard copy original but the fax will be effective irrespective
                  of whether
                  confirmation is received); and

              


      

       

      
        	 	
                (ii)

              	
                the
                  Agent executes the Novation Certificate (which the Agent shall
                  promptly do
                  provided that the Agent is not obliged to execute a Novation Certificate
                  until it has completed all know your customer requirements to its
                  satisfaction).

              


      

       

      
        	
                (b)

              	
                Each
                  Party (other than the Existing Bank and the New Bank) irrevocably
                  authorises the Agent to execute any duly completed Novation Certificate
                  on
                  its behalf.

              


      

       

      
        	
                (c)

              	
                To
                  the extent that they are expressed to be the subject of the novation
                  in
                  the Novation Certificate:

              


      

       

      
        	 	
                (i)

              	
                the
                  Existing Bank and the other Parties (the existing
                  Parties)
                  will be released from their obligations to each other (the discharged
                  obligations);

              


      

       

      
        	 	
                (ii)

              	
                the
                  New Bank and the existing Parties will assume obligations towards
                  each
                  other which differ from the discharged obligations only insofar
                  as they
                  are owed to or assumed by the New Bank instead of the Existing
                  Bank;

              


      

       

      
        	 	
                (iii)

              	
                the
                  rights of the Existing Bank against the existing Parties and vice
                  versa
                  (the discharged
                  rights)
                  will be cancelled; and

              


      

       

      
        	 	
                (iv)

              	
                the
                  New Bank and the existing Parties will acquire rights against each
                  other
                  which differ from the discharged rights only insofar as they are
                  exercisable by or against the New Bank instead of the Existing
                  Bank,

              


      

       

      all
        on
        the date of execution of the Novation Certificate by the Agent or, if later,
        the
        date specified in the Novation Certificate.

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)

              	
                If
                  the effective date of a novation is after the date a Request is
                  received
                  by the Agent but before the date the requested Advance is disbursed
                  to the
                  relevant Borrower, the Existing Bank shall be obliged to participate
                  in
                  that Advance in respect of its discharged obligations notwithstanding
                  that
                  novation, and the New Bank shall reimburse the Existing Bank for
                  its
                  participation in that Advance and all interest and fees thereon
                  up to the
                  date of reimbursement (in each case to the extent attributable
                  to the
                  discharged obligations) within three Business Days of the Utilisation
                  Date
                  of that Advance.

              


      

       

      
        	
                (e)

              	
                For
                  the purposes of article 1278 and following of the Luxembourg Civil
                  Code,
                  each Party agrees that upon novation under this Clause 25, the
                  guarantees
                  created by the Finance Documents shall be preserved for the benefit
                  of the
                  New Bank and the Agent. A transfer by novation under a transfer
                  certificate in the form of a Novation Certificate and Subclause
                  25.3
                  (Procedure
                  for novations)
                  is a novation (novation)
                  within the meaning of article 1271 and following of the Luxembourg
                  Civil
                  Code. 

              


      

       

      
        	
                25.4

              	
                Additional
                  Borrowers

              


      

       

      
        	
                (a)

              	
                Subject
                  to compliance with paragraphs (c)
                  and (d)
                  of
                  Clause 16.15
                  (Know
                  your customer requirements)
                  above, if the Parent wishes any of its wholly-owned Subsidiaries
                  permitted
                  by the definition of "Additional Borrower" to become an Additional
                  Borrower, then it may deliver to the Agent the documents listed
                  in
                  Part
                  2
                  of
                  Schedule
                  2.

              


      

       

      
        	
                (b)

              	
                On
                  delivery of a Borrower Accession Agreement, executed by the relevant
                  Subsidiary and the Parent, the Subsidiary concerned will become
                  an
                  Additional Borrower. However, it may not submit a Request until
                  the Agent
                  confirms to the other Finance Parties and the Parent that it has
                  received
                  all the documents referred to in paragraph (a)
                  above
                  in
                  form and substance satisfactory to
                  it.

              


      

       

      
        	
                (c)

              	
                Delivery
                  of a Borrower Accession Agreement, executed by the relevant Subsidiary
                  and
                  the Parent, constitutes confirmation by that Subsidiary and the
                  Parent
                  that the representations and warranties set out in Clause 15
                  (Representations and Warranties) to be made by them on the date
                  of the
                  Borrower Accession Agreement are correct, as if made by them with
                  reference to the facts and circumstances then
                  existing.

              


      

       

      
        	
                25.5

              	
                Additional
                  Guarantors

              


      

       

      
        	
                (a)

              	
                i)

              	
                Subject
                  to compliance with paragraphs (c)
                  and (d)
                  of
                  Clause 16.15
                  (Know
                  your customer requirements)
                  above and to paragraph (b)
                  below,
                  a
                  wholly owned Subsidiary of the Parent may become an Additional
                  Guarantor
                  by delivering to the Agent a Guarantor Accession Agreement, duly
                  executed
                  by that company.

              


      

       

      
        	 	
                (ii)

              	
                Upon
                  execution and delivery of a Guarantor Accession Agreement, the
                  relevant
                  Subsidiary will become an Additional
                  Guarantor.

              


      

       

      
        	 	
                (iii)

              	
                The
                  Parent shall procure that, at the same time as a Guarantor Accession
                  Agreement is delivered to the Agent, there is also delivered to
                  the Agent
                  all those other documents listed in Part
                  3
                  of
                  Schedule
                  2,
                  in each case in form and substance satisfactory to the
                  Agent.

              


      

       

      
        	
                (b)

              	
                The
                  execution of a Guarantor Accession Agreement constitutes confirmation
                  by
                  the Subsidiary concerned that the representations and warranties
                  set out
                  in Clause 15
                  (Representations and Warranties) to be made by it on the date of
                  the
                  Guarantor Accession Agreement are correct, as if made with reference
                  to
                  the facts and circumstances then
                  existing.

              


      

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      
        	
                25.6

              	
                Reference
                  Banks

              


      

       

      If
        a
        Reference Bank (or, if a Reference Bank is not a Bank, the Bank of which
        it is
        an Affiliate) ceases to be a Bank, the Agent shall (in consultation with
        the
        Borrowers' Agent) appoint another Bank or an Affiliate of a Bank which is
        not a
        Reference Bank to replace that Reference Bank.

       

      
        	
                25.7

              	
                Register

              


      

       

      The
        Agent
        shall keep a register of all the Parties including in the case of Banks the
        details of their Facility Office notified to the Agent from time to time,
        and
        shall supply any other Party (at that Party's expense) with a copy of the
        register on request.

       

      
        	
                26.

              	
                DISCLOSURE
                  OF INFORMATION

              


      

       

      A
        Bank
        may disclose to one of its Affiliates or any person with whom it is proposing
        to
        enter, or has entered into, any kind of transfer, participation or other
        agreement in relation to this Agreement:

       

      
        	 	
                (a)

              	
                a
                  copy of any Finance Document; and

              


      

       

      
        	 	
                (b)

              	
                any
                  information which that Bank has acquired under or in connection
                  with any
                  Finance Document,

              


      

       

      provided
        that a Bank shall not disclose any such information to a person other than
        one
        of its Affiliates unless that person has provided to that Bank a confidentiality
        undertaking addressed to that Bank and the Borrowers' Agent substantially
        in the
        form from time to time recommended by the Loan Markets Association or such
        other
        form as the Borrowers' Agent may approve.

      
         

        
          	
                  27.

                	
                  SET-OFF

                


        

         

      

       After
        an
        Event of Default which is continuing, a Finance Party may set off any matured
        obligation owed by an Obligor under this Agreement (to the extent beneficially
        owned by that Finance Party) against any obligation (whether or not matured)
        owed by that Finance Party to that Obligor, regardless of the place of payment,
        booking branch or currency of either obligation. If the obligations are in
        different currencies, the Finance Party may convert either obligation at
        a
        market rate of exchange in its usual course of business for the purpose of
        the
        set-off. If either obligation is unliquidated or unascertained, the Finance
        Party may set off in an amount estimated by it in good faith to be the amount
        of
        that obligation.

       

      
        	
                28.

              	
                PRO
                  RATA SHARING

              


      

       

      
        	
                28.1

              	
                Redistribution

              


      

       

      If
        any
        amount owing by an Obligor under this Agreement to a Finance Party (the
recovering
        Finance Party)
        is
        discharged by payment, set-off or any other manner other than through the
        Agent
        in accordance with Clause 9
        (Payments) (a recovery),
        then:

       

      
        	 	
                (a)

              	
                the
                  recovering Finance Party shall, within three Business Days, notify
                  details
                  of the recovery to the Agent;

              


      

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                the
                  Agent shall determine whether the recovery is in excess of the
                  amount
                  which the recovering Finance Party would have received had the
                  recovery
                  been received by the Agent and distributed in accordance with Clause
                  9
                  (Payments);

              


      

       

      
        	 	
                (c)

              	
                subject
                  to Clause 28.3
                  (Exception), the recovering Finance Party shall, within three Business
                  Days of demand by the Agent, pay to the Agent an amount (the redistribution)
                  equal to the excess;

              


      

       

      
        	 	
                (d)

              	
                the
                  Agent shall treat the redistribution as if it were a payment by
                  the
                  Obligor concerned under Clause 9
                  (Payments) and shall pay the redistribution to the Finance Parties
                  (other
                  than the recovering Finance Party) in accordance with Clause 9.7
                  (Partial payments); and

              


      

       

      
        	 	
                (e)

              	
                after
                  payment of the full redistribution, the recovering Finance Party
                  will be
                  subrogated to the portion of the claims paid under paragraph (d)
                  above,
                  and that Obligor will owe the recovering Finance Party a debt which
                  is
                  equal to the redistribution, immediately payable and of the type
                  originally discharged.

              


      

       

      
        	
                28.2

              	
                Reversal
                  of redistribution

              


      

       

      If
        under
        Clause 28.1
        (Redistribution):

       

      
        	 	
                (a)

              	
                a
                  recovering Finance Party must subsequently return a recovery, or
                  an amount
                  measured by reference to a recovery, to an Obligor;
                  and

              


      

       

      
        	 	
                (b)

              	
                the
                  recovering Finance Party has paid a redistribution in relation
                  to that
                  recovery,

              


      

       

      each
        Finance Party shall, within three Business Days of demand by the recovering
        Finance Party through the Agent, reimburse the recovering Finance Party all
        or
        the appropriate portion of the redistribution paid to that Finance Party.
        Thereupon the subrogation in Clause 28.1(e)
        (Redistribution) will operate in reverse to the extent of the
        reimbursement.

       

      
        	
                28.3

              	
                Exception

              


      

       

      
        	
                (a)

              	
                A
                  recovering Finance Party need not pay a redistribution to the extent
                  that
                  it would not, after the payment, have a valid claim against the
                  Obligor
                  concerned in the amount of the redistribution pursuant to Clause
                  28.1(e)
                  (Redistribution).

              


      

       

      
        	
                (b)

              	
                A
                  recovering Finance Party is not obliged to share with any other
                  Finance
                  Party any amount which the recovering Finance Party has received
                  or
                  recovered as a result of taking legal proceedings,
                  if:

              


      

       

      
        	 	
                (i)

              	
                it
                  notified the other Finance Party of the legal proceedings;
                  and

              


      

       

      
        	 	
                (ii)

              	
                the
                  other Finance Party had an opportunity to participate in those
                  legal
                  proceedings but did not do so as soon as reasonably practical having
                  received notice and did not take separate legal
                  proceedings.

              


      

       

      
        	
                29.

              	
                SEVERABILITY

              


      

       

      If
        a
        provision of any Finance Document is or becomes illegal, invalid or
        unenforceable in any jurisdiction, that shall not affect:

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (a)

              	
                the
                  legality, validity or enforceability in that jurisdiction of any
                  other
                  provision of the Finance Documents;
                  or

              


      

       

      
        	 	
                (b)

              	
                the
                  legality, validity or enforceability in other jurisdictions of
                  that or any
                  other provision of the Finance
                  Documents.

              


      

       

      
        	
                30.

              	
                COUNTERPARTS

              


      

       

      This
        Agreement may be executed in any number of counterparts, and this has the
        same
        effect as if the signatures on the counterparts were on a single copy of
        this
        Agreement.

       

      
        	
                31.

              	
                NOTICES

              


      

       

      
        	
                31.1

              	
                Giving
                  of notices

              


      

       

      
        	
                (a)

              	
                All
                  notices or other communications under or in connection with this
                  Agreement
                  shall be given in writing or by facsimile. Any such notice will
                  be deemed
                  to be given as follows:

              


      

       

      
        	 	
                (i)

              	
                if
                  in writing, when delivered; and

              


      

       

      
        	 	
                (ii)

              	
                if
                  by facsimile, when received.

              


      

       

      However,
        a notice given in accordance with the above but received other than on a
        Business Day or after business hours in the place of receipt will only be
        deemed
        to be given on the next working day in that place. Any notices sent by facsimile
        to the Agent are to be confirmed in writing (but may be relied upon by the
        Agent
        irrespective of receipt of such confirmation).

       

      
        	
                (b)

              	
                Any
                  notice or communication to be made or delivered to the Agent will
                  only be
                  effective when actually received by the Agent and then only if
                  expressly
                  marked for the attention of the department or office identified
                  as part of
                  its address details as provided under this Clause 31
                  (or any substitute department or office as the Agent shall specify
                  for
                  this purpose).

              


      

       

      
        	
                31.2

              	
                Addresses
                  for notices

              


      

       

      
        	
                (a)

              	
                The
                  address and facsimile number of each Party (other than the Agent,
                  the U.S.
                  Swingline Agent, the euro Swingline Agent and the Borrowers' Agent)
                  for
                  all notices under or in connection with this Agreement
                  are:

              


      

       

      
        	 	
                (i)

              	
                that
                  notified by that Party for this purpose to the Agent on or before
                  it
                  becomes a Party; or

              


      

       

      
        	 	
                (ii)

              	
                any
                  other notified by that Party for this purpose to the Agent by not
                  less
                  than five Business Days' notice.

              


      

       

      
        	
                (b)

              	
                The
                  address and facsimile numbers of the Agent
                  are:

              


      

       

      HSBC
        Bank
        plc

      Level
        24,

      8
        Canada
        Square

      London
        E14 5HQ

       

      Contact:         
        Corporate
        Trust and Loans Agency

       

      Facsimile:      
        020
        7991
        4347

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      or
        such
        other as the Agent may notify to the other Parties by not less than five
        Business Days' notice.

       

      
        	
                (c)

              	
                The
                  address and facsimile numbers of the U.S. Swingline Agent
                  are:

              


      

       

      HSBC
        Bank
        USA, National Association

      One
        HSBC
        Centre

      26th
        Floor

      Buffalo

      NY14203

       

      Contact:         Tricia
        Graham / Patrick Gurgol

       

      Telephone:    
        001
        716
        841 4071 / 0310

       

      Facsimile:     
        001
        716
        841 1473 and 212 525 1334

       

      With
        a
        copy to the Agent or such other as the U.S. Swingline Agent may notify to
        the
        other Parties by not less than five Business Days' notice.

       

      
        	
                (d)

              	
                The
                  address and facsimile numbers of the euro Swingline Agent
                  are:

              


      

       

      HSBC
        Bank
        plc

      Level
        24,

      8
        Canada
        Square

      London
        E14 5HQ

       

      Contact:      
        Corporate
        Trust and Loans Agency

       

      Facsimile:   
        020
        7991
        4347

       

      or
        such
        other as the euro Swingline Agent may notify to the other Parties by not
        less
        than five Business Days' notice.

       

      
        	
                (e)

              	
                The
                  addresses and facsimile numbers of the Borrowers' Agent
                  are:

              


      

       

      Syngenta
        AG

      WRO
        -
        1001.4.09

      Schwarzwaldalle
        215

      PO
        Box

      CH-4002
        Basel

      Switzerland

       

      Contact:     
        Group
        Treasurer

       

      Telephone: 
        00
        41 61
        323 91 47

       

      Facsimile:  
        00
        41 61
        323 54 33

       

      or
        such
        other as the Borrowers' Agent may notify to the other Parties by not less
        than
        five Business Days' notice.

       

      
        	
                (f)

              	
                The
                  Agent shall, promptly upon request from any Party, give to that
                  Party the
                  address or facsimile number of any other Party applicable at the
                  time for
                  the purposes of this Clause.

              


      

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

      
        	
                32.

              	
                LANGUAGE

              


      

       

      
        	
                (a)

              	
                Any
                  notice given under or in connection with any Finance Document shall
                  be in
                  English.

              


      

       

      
        	
                (b)

              	
                All
                  other documents provided under or in connection with any Finance
                  Document
                  shall be:

              


      

       

      
        	 	
                (i)

              	
                in
                  English; or

              


      

       

      
        	 	
                (ii)

              	
                if
                  not in English, accompanied by a certified English translation
                  and, in
                  this case, the English translation shall prevail unless the document
                  is a
                  statutory or other official
                  document.

              


      

       

      
        	
                33.

              	
                JURISDICTION

              


      

       

      
        	
                33.1

              	
                Submission

              


      

       

      For
        the
        benefit of each Finance Party, each Obligor agrees that the courts of England
        have jurisdiction to settle any disputes in connection with any Finance Document
        and accordingly submits to the jurisdiction of the English courts.

       

      
        	
                33.2

              	
                Service
                  of process

              


      

       

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

       

      
        	 	
                (a)

              	
                irrevocably
                  appoints Syngenta Limited of 30 Priestley Road, Surrey Research
                  Park,
                  Guildford, GU2 7YH as its agent for service of process relating
                  to any
                  proceedings before the English courts in connection with any Finance
                  Document provided that any such proceedings are marked for the
                  attention
                  of the company secretary.

              


      

       

      
        	 	
                (b)

              	
                agrees
                  that failure by a process agent to notify the Obligor of the process
                  will
                  not invalidate the proceedings concerned;


              


      

       

      
        	 	
                (c)

              	
                consents
                  to the service of process relating to any such proceedings by prepaid
                  posting of a copy of the process to its address for the time being
                  applying under Clause 31.2
                  (Addresses for notices); and

              


      

       

      
        	 	
                (d)

              	
                agrees
                  that if the appointment of any person mentioned in paragraph (a)
                  above
                  ceases to be effective, the relevant Obligor shall immediately
                  appoint a
                  further person in England to accept service of process on its behalf
                  in
                  England and, failing such appointment within 15 days, the Agent
                  is
                  entitled to appoint such a person by notice to the Borrowers'
                  Agent.

              


      

       

      
        	
                33.3

              	
                Forum
                  convenience and enforcement
                  abroad

              


      

       

      Each
        Obligor:

       

      
        	 	
                (a)

              	
                waives
                  objection to the English courts on grounds of inconvenient forum
                  or
                  otherwise as regards proceedings in connection with a Finance Document;
                  and

              


      

       

      
        	 	
                (b)

              	
                agrees
                  that a judgment or order of an English court in connection with
                  a Finance
                  Document is conclusive and binding on it and may be enforced against
                  it in
                  the courts of any other
                  jurisdiction.

              


      

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

      
        	
                33.4

              	
                Non-exclusivity

              


      

       

      Nothing
        in this Clause 33
        limits
        the right of a Finance Party to bring proceedings against an Obligor in
        connection with any Finance Document:

       

      
        	 	
                (a)

              	
                in
                  any other court of competent jurisdiction;
                  or

              


      

       

      
        	 	
                (b)

              	
                concurrently
                  in more than one jurisdiction.

              


      

       

      
        	
                34.

              	
                GOVERNING
                  LAW

              


      

       

      This
        Agreement is governed by and shall be construed in accordance with English
        law.

       

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

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

    

     

    
      SCHEDULE
        1

       

      ORIGINAL
        PARTIES

       

      PART
        1

       

      BORROWERS

       

      


      
        	
                Original
                  Borrower

              	
                Jurisdiction
                  of Incorporation

              
	
                Syngenta
                  Crop Protection AG

              	
                Switzerland

              
	
                Syngenta
                  Participations AG & Co SNC

              	
                Luxembourg

              


      

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

      PART
        2

       

      GUARANTORS

       

      


      
        	
                Original
                  Guarantor

              	
                Jurisdiction
                  of Incorporation

              
	
                Syngenta
                  Luxembourg Finance (#2) S.c.A.

              	
                Luxembourg

              
	
                Syngenta
                  Wilmington Inc. 

              	
                United
                  States

              


      

       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

      PART
        3

       

      BANKS
        AND COMMITMENTS

       

      
        	 	 
	
                Bank

              	
                Commitments

                (U.S.$)

              
	 	 
	
                Banco
                  Santander Central Hispano, S.A.

              	
                150,000,000

              
	 	 
	
                Bank
                  Austria Creditanstalt AG

              	
                150,000,000

              
	 	 
	
                Bank
                  of America, N.A.

              	
                150,000,000

              
	 	 
	
                Citibank
                  NA, London

              	
                150,000,000

              
	 	 
	
                Credit
                  Suisse

              	
                150,000,000

              
	 	 
	
                Deutsche
                  Bank Luxembourg S.A.

              	
                150,000,000

              
	 	 
	
                HSBC
                  Bank plc

              	
                150,000,000

              
	 	 
	
                UBS
                  AG, London Branch

              	
                150,000,000

              
	
                Total

              	
                U.S.$1,200,000,000.00

              


      

       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

       

      PART
        4

       

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

      


      
        	 	 
	
                U.S.
                  Swingline Bank

              	
                U.S.
                  Swingline Commitments 

                U.S.$

              
	
                Banco
                  Santander Central Hispano, S.A.

                acting
                  through its New York Branch

              	
                71,428,571.42

              
	 	 
	
                Bank
                  of America, N.A.

              	
                71,428,571.43

              
	 	 
	
                Citibank
                  N.A.

              	
                71,428,571.43

              
	 	 
	
                Credit
                  Suisse

                acting
                  through its Cayman Islands Branch

              	
                71,428,571.43

              
	 	 
	
                Deutsche
                  Bank Luxembourg S.A.

              	
                71,428,571.43

              
	 	 
	
                HSBC
                  Bank plc

              	
                71,428,571.43

              
	 	 
	
                UBS
                  Loan Finance LLC

              	
                71,428,571.43

              
	
                Total

              	
                US$500,000,000.00

              


      

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

      PART
        5

       

      EURO
        SWINGLINE BANKS AND EURO SWINGLINE COMMITMENTS

       

      
        	 	 
	
                Euro
                  Swingline Bank

              	
                Euro
                  Swingline Commitments 

                U.S.$

              
	
                Banco
                  Santander Central Hispano, S.A.

              	
                71,428,571.42

              
	 	 
	
                Bank
                  of America, N.A.

              	
                71,428,571.43

              
	 	 
	
                Citibank
                  NA, London

              	
                71,428,571.43

              
	 	 
	
                Credit
                  Suisse

              	
                71,428,571.43

              
	 	 
	
                Deutsche
                  Bank Luxembourg S.A.

              	
                71,428,571.43

              
	 	 
	
                HSBC
                  Bank plc

              	
                71,428,571.43

              
	 	 
	
                UBS
                  AG, London Branch

              	
                71,428,571.43

              
	
                Total

              	
                US$500,000,000.00 

              


      

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        2

       

      CONDITIONS
        PRECEDENT DOCUMENTS

       

      PART
        1

       

      TO
        BE DELIVERED BEFORE THE FIRST ADVANCE

       

       

      
        	
                1.

              	
                Original
                  Obligors

              


      

       

      
        	
                1.1

              	
                A
                  copy of the constitutional documents of the Original
                  Obligors.

              


      

       

      
        	
                1.2

              	
                A
                  copy of a resolution of the board of directors of the Original
                  Obligors:

              


      

       

      
        	 	
                (a)

              	
                approving
                  the terms of, and the transactions contemplated by, the Finance
                  Documents
                  and resolving that it execute and, where applicable, deliver the
                  Finance
                  Documents to which it is a party;

              


      

       

      
        	 	
                (b)

              	
                authorising
                  a specified person or persons to execute and, where applicable,
                  deliver
                  the Finance Documents to which it is a party on its behalf;
                  and

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	
                1.3

              	
                a
                  specimen of the signature of each person authorised by the resolution
                  referred to in paragraph 1.2
                  above;

              


      

       

      
        	
                1.4

              	
                a
                  certificate of an authorised officer of the Parent confirming that
                  the
                  borrowing or guaranteeing of the Total Commitments in full would
                  not cause
                  any borrowing or guaranteeing limit (as applicable) binding on
                  any
                  Original Obligor to be exceeded;
                  and

              


      

       

      
        	
                1.5

              	
                a
                  certificate of an authorised officer of the Parent certifying that
                  each
                  copy document specified in Part
                  1
                  of
                  this Schedule
                  2
                  is
                  correct, complete and in full force and effect as at a date no
                  earlier
                  than the Signing Date.

              


      

       

      
        	
                2.

              	
                Legal
                  Opinion

              


      

       

      
        	
                2.1

              	
                A
                  legal opinion of Allen & Overy LLP London in relation to English
                  law.

              


      

       

      
        	
                2.2

              	
                A
                  legal opinion of Allen & Overy LLP New York in relation to U.S.
                  law.

              


      

       

      
        	
                2.3

              	
                A
                  legal opinion of Allen & Overy Luxembourg in relation to Luxembourg
                  law.

              


      

       

      
        	
                2.4

              	
                A
                  legal opinion of Niederer Kraft & Frey in relation to Swiss
                  law.

              


      

       

      
        	
                3.

              	
                Other
                  documents

              


      

       

      
        	
                3.1

              	
                Original
                  Group Accounts.

              


      

       

      
        	
                3.2

              	
                Evidence
                  of prepayment and cancellation in full of the Existing Facility
                  on or
                  before the first Utilisation Date.

              


      

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

      
        	
                3.3

              	
                The
                  latest annual financial statements for each Original Obligor (audited,
                  if
                  available).

              


      

       

      
        	
                3.4

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

              


      

       

      
        	
                3.5

              	
                Evidence
                  that all fees and expenses then due and payable by the Obligors
                  under the
                  Finance Documents have been or will be paid on or before the first
                  Utilisation Date.

              


      

       

      
        	
                3.6

              	
                A
                  copy of any other authorisation or other document, opinion or assurance
                  which the Agent notifies the Parent is necessary in connection
                  with the
                  entry into and performance of, and the transactions contemplated
                  by, the
                  Finance Documents or for the validity and enforceability of any
                  Finance
                  Document.

              


      

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      PART
        2

       

      TO
        BE DELIVERED BY AN ADDITIONAL BORROWER

       

      
        	
                1.

              	
                A
                  Borrower Accession Agreement, duly executed by the Additional Borrower
                  and
                  the Parent.

              


      

       

      
        	
                2.

              	
                A
                  copy of the memorandum and articles of association and certificate
                  of
                  incorporation (or other equivalent constitutional documents) of
                  the
                  Additional Borrower.

              


      

       

      
        	
                3.

              	
                A
                  copy of a resolution of the board of directors of the Additional
                  Borrower:

              


      

       

      
        	 	
                (a)

              	
                approving
                  the terms of, and the transactions contemplated by, the Borrower
                  Accession
                  Agreement and resolving that it execute the Borrower Accession
                  Agreement;

              


      

       

      
        	 	
                (b)

              	
                authorising
                  a specified person or persons to execute the Borrower Accession
                  Agreement
                  on its behalf; and

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	
                4.

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

              


      

       

      
        	
                5.

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

              


      

       

      
        	
                6.

              	
                A
                  certificate of an authorised officer of the Additional Borrower
                  certifying
                  that the borrowing of the Total Commitments in full would not cause
                  any
                  borrowing limit binding on it to be
                  exceeded.

              


      

       

      
        	
                7.

              	
                The
                  latest audited accounts of the Additional Borrower (if
                  any).

              


      

       

      
        	
                8.

              	
                A
                  legal opinion of Allen & Overy LLP, legal advisers to the Agent and,
                  if applicable, other lawyers approved by the Agent in the place
                  of
                  incorporation of the Additional Borrower, addressed to the Finance
                  Parties.

              


      

       

      
        	
                9.

              	
                A
                  certificate of an authorised officer of the Additional Borrower
                  certifying
                  that each copy document specified in Part
                  2
                  of
                  this Schedule
                  2
                  is
                  correct, complete and in full force and effect as at a date no
                  earlier
                  than the date of the Borrower Accession
                  Agreement.

              


      

       

      
        	
                10.

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

              


      

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

      PART
        3

       

      TO
        BE DELIVERED BY AN ADDITIONAL GUARANTOR

       

      
        	
                1.

              	
                A
                  Guarantor Accession Agreement, duly executed as a deed by the Additional
                  Guarantor.

              


      

       

      
        	
                2.

              	
                A
                  copy of the memorandum and articles of association and certificate
                  of
                  incorporation (or other equivalent constitutional documents) of
                  the
                  Additional Guarantor.

              


      

       

      
        	
                3.

              	
                A
                  copy of a resolution of the board of directors of the Additional
                  Guarantor:

              


      

       

      
        	 	
                (a)

              	
                approving
                  the terms of, and the transactions contemplated by, the Guarantor
                  Accession Agreement and resolving that it execute the Guarantor
                  Accession
                  Agreement as a deed;

              


      

       

      
        	 	
                (b)

              	
                authorising
                  a specified person or persons to execute the Guarantor Accession
                  Agreement
                  as a deed; and

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	
                4.

              	
                If
                  the lawyers referred to in paragraph 10 below advise it to be necessary,
                  a
                  copy of a resolution, signed by all the holders of the issued or
                  allotted
                  shares in the Additional Guarantor, approving the terms of, and
                  the
                  transactions contemplated by, the Guarantor Accession
                  Agreement.

              


      

       

      
        	
                5.

              	
                A
                  copy of a resolution of the Board of Directors of each corporate
                  shareholder in the Additional
                  Guarantor:

              


      

       

      
        	 	
                (a)

              	
                approving
                  the terms of the resolution referred to in paragraph 4 above;
                  and

              


      

       

      
        	 	
                (b)

              	
                authorising
                  a specified person or persons to sign the resolution on its
                  behalf.

              


      

       

      
        	
                6.

              	
                A
                  certificate of an authorised officer of the Additional Guarantor
                  certifying that guaranteeing of the Total Commitments in full would
                  not
                  cause any guaranteeing limit binding on it to be
                  exceeded.

              


      

       

      
        	
                7.

              	
                A
                  copy of any other authorisation or other document, opinion or assurance
                  which the Agent considers to be necessary in connection with the
                  entry
                  into and performance of, and the transactions contemplated by,
                  the
                  Guarantor Accession Agreement or for the validity and enforceability
                  of
                  any Finance Document.

              


      

       

      
        	
                8.

              	
                A
                  specimen of the signature of each person authorised by the resolutions
                  referred to in paragraphs 3 and 5
                  above.

              


      

       

      
        	
                9.

              	
                A
                  copy of the latest audited accounts of the Additional
                  Guarantor.

              


      

       

      
        	
                10.

              	
                A
                  legal opinion of Allen & Overy LLP, legal advisers to the Agent, and,
                  if applicable, other lawyers approved by the Agent in the place
                  of
                  incorporation of the Additional Guarantor addressed to the Finance
                  Parties.

              


      

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

      
        	
                11.

              	
                A
                  certificate of an authorised officer of the Additional Guarantor
                  certifying that each copy document specified in Part
                  3
                  of
                  this Schedule
                  2
                  is
                  correct, complete and in full force and effect as at a date no
                  earlier
                  than the date of the Guarantor Accession
                  Agreement.

              


      

       

      
        	
                12.

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

              


      

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        3

       

      CALCULATION
        OF THE MANDATORY COST

       

      
        	
                1.

              	
                General

              


      

       

      
        	
                (a)

              	
                The
                  Mandatory Cost is to compensate a Bank for the cost of compliance
                  with:

              


      

       

      
        	 	
                (i)

              	
                the
                  requirements of the Bank of England and/or the Financial Services
                  Authority (or, in either case, any other authority which replaces
                  any of
                  its functions); or

              


      

       

      
        	 	
                (ii)

              	
                the
                  requirements of the European Central
                  Bank.

              


      

       

      
        	
                (b)

              	
                The
                  Mandatory Cost is expressed as a percentage rate per annum.
                  

              


      

       

      
        	
                (c)

              	
                The
                  Mandatory Cost is the weighted average (weighted in proportion
                  to the
                  percentage share of each Bank in the relevant Advance) of the rates
                  for
                  the Banks calculated by the Agent in accordance with this Schedule
                  on the
                  first day of a
                  Term
                  (or as soon as possible after then).


              


      

       

      
        	
                (d)

              	
                The
                  Agent must distribute each amount of Mandatory Cost among the Banks
                  on the
                  basis of the rate for each Bank.

              


      

       

      
        	
                (e)

              	
                Any
                  determination by the Facility Agent pursuant to this Schedule will
                  be, in
                  the absence of manifest error, conclusive and binding on all the
                  Parties.

              


      

       

      
        	
                2.

              	
                For
                  a Bank lending from a Facility Office in the
                  U.K.

              


      

       

      
        	
                (a)

              	
                The
                  relevant rate for a Bank lending from a Facility Office in the
                  U.K. is
                  calculated in accordance with the following
                  formulae:

              


      

       

      for
        an
        Advance in Sterling:

       

      

       

      for
        any
        other Advance:

       

      

       

      where
        on
        the day of application of the formula:

       

      
        	 	
                A

              	
                is
                  the percentage of that Bank's eligible liabilities (in excess of
                  any
                  stated minimum) which the Bank of England requires it to hold on
                  a
                  non-interest-bearing deposit account in accordance with its cash
                  ratio
                  requirements;

              


      

       

      
        	 	
                B

              	
                is
                  the percentage rate of LIBOR for the relevant Term;

              


      

       

      
        	 	
                C

              	
                is
                  the percentage (if any) of that Bank's eligible liabilities which
                  the Bank
                  of England requires it to place as an interest bearing special
                  deposit;

              


      

       

      
        	 	
                D

              	
                is
                  the percentage rate per annum payable by the Bank of England on
                  interest
                  bearing special deposits; and

              


      

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

      
        	 	
                E

              	
                is
                  calculated by the Agent as being the average of the rates of charge
                  under
                  the fees rules supplied by the Reference Banks to the Agent under
                  paragraph (d) below and expressed in pounds per £1
                  million.

              


      

       

      
        	
                (b)

              	
                For
                  the purposes of this paragraph 2:

              


      

       

      
        	 	
                (i)

              	
                eligible
                  liabilities
                  and special
                  deposit(s)
                  have the meanings given to them at the time of application of the
                  formula
                  pursuant to the Bank of England Act 1988 or (as appropriate) by
                  the Bank
                  of England;

              


      

       

      
        	 	
                (ii)

              	
                fees
                  rules
                  means the then current rules on periodic fees in the Supervision
                  Manual of
                  the FSA Handbook or any other law or regulation as may then be
                  in force
                  for the payment of fees for the acceptance of deposits;
                  

              


      

       

      
        	 	
                (iii)

              	
                fee
                  tariffs
                  means the fee tariffs specified in the fees rules under fee-block
                  Category
                  A1 (Deposit acceptors) (ignoring any minimum fee or zero rated
                  fee
                  required pursuant to the fees rules but applying any applicable
                  discount
                  rate); and

              


      

       

      
        	 	
                (iv)

              	
                tariff
                  base
                  has the meaning given to it in, and will be calculated in accordance
                  with,
                  the fees rules.

              


      

       

      
        	
                (c)

              	
                (a)

              	
                In
                  the application of the formulae, A, B, C and D are included as
                  figures and
                  not as percentages, e.g. if A = 0.5% and B = 15%, AB is calculated
                  as 0.5
                  x 15. A negative result obtained by subtracting D from B is taken
                  as
                  zero.

              


      

       

      
        	 	
                (ii)

              	
                Each
                  rate calculated in accordance with a formula is, if necessary,
                  rounded
                  upward to four decimal places.

              


      

       

      
        	
                (d)

              	
                If
                  requested by the Agent, each Reference Bank must, as soon as practicable
                  after publication by the Financial Services Authority, supply to
                  the Agent
                  the rate of charge payable by that Reference Bank to the Financial
                  Services Authority under the fees rules for that financial year
                  of the
                  Financial Services Authority (calculated by that Reference Bank
                  as being
                  the average of the fee tariffs applicable to that Reference Bank
                  for that
                  financial year) and expressed in pounds per £1 million of the tariff base
                  of that Reference Bank.

              


      

       

      
        	
                (e)

              	
                Each
                  Bank must supply to the Agent the information required by it to
                  make a
                  calculation of the rate for that Bank. In particular, each Bank
                  must
                  supply the following information on or prior to the date on which
                  it
                  becomes a Bank:

              


      

       

      
        	 	
                (i)

              	
                the
                  jurisdiction of its Facility Office;
                  and

              


      

       

      
        	 	
                (ii)

              	
                any
                  other information that the Agent reasonably requires for that
                  purpose.

              


      

       

      Each
        Bank
        must promptly notify the Agent of any change to the information supplied
        to it
        under this paragraph.

       

      
        	
                (f)

              	
                The
                  percentages of each Bank for the purposes of A and C above and
                  the rates
                  of charge of each Reference Bank for the purpose of E above are
                  determined
                  by the Agent based upon the information supplied to it under paragraphs
                  (d) and (e) above. Unless a Bank notifies the Agent to the contrary,
                  the
                  Agent may assume that the Bank's obligations in respect of cash
                  ratio
                  deposits and special deposits are the same as those of a typical
                  bank from
                  its jurisdiction of incorporation with a Facility Office in the
                  U.K.

              


      

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

      
        	
                (g)

              	
                The
                  Agent has no liability to any Party if its calculation over or
                  under
                  compensates any Bank. The Agent is entitled to assume that the
                  information
                  provided by any Bank or Reference Bank under this Schedule is true
                  and
                  correct in all respects.

              


      

       

      
        	
                3.

              	
                For
                  a Bank lending from a Facility Office in a Participating Member
                  State

              


      

       

      
        	
                (a)

              	
                The
                  relevant rate for a Bank lending from a Facility Office in a Participating
                  Member State is the percentage rate per annum notified by that
                  Bank to the
                  Agent. This percentage rate per annum must be certified by that
                  Bank in
                  its notice to the Agent as its reasonable determination of the
                  cost
                  (expressed as a percentage of that Bank's share in all Advances
                  made from
                  that Facility Office) of complying with the minimum reserve requirements
                  of the European Central Bank in respect of Advances made from that
                  Facility Office.

              


      

       

      
        	
                (b)

              	
                If
                  a Bank fails to specify a rate under paragraph (a) above, the Agent
                  will
                  assume that the Bank has not incurred any such
                  cost.

              


      

       

      
        	
                4.

              	
                Changes

              


      

       

      
        	
                (a)

              	
                The
                  Agent may, after consultation with the Parent and the Banks, determine
                  and
                  notify all the Parties of any amendment to this Schedule which
                  is required
                  to reflect:

              


      

       

      
        	 	
                (i)

              	
                any
                  change in law or regulation; or

              


      

       

      
        	 	
                (ii)

              	
                any
                  requirement imposed by the Bank of England, the Financial Services
                  Authority or the European Central Bank (or, in any case, any successor
                  authority).

              


      

       

      
        	
                (b)

              	
                If
                  the Agent, after consultation with the Parent, determines that
                  the
                  Mandatory Cost for a Bank lending from a Facility Office in the
                  U.K. can
                  be calculated by reference to a screen, the Agent may notify all
                  the
                  Parties of any amendment to this Agreement which is required to
                  reflect
                  this.

              


      

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        4

       

      FORM
        OF REQUEST

       

      
        	
                To:

              	
                [                                                                          
                  ] as [Agent/U.S. Swingline Agent/ euro Swingline Agent
                  *]

              


      

       

      From: [BORROWER]

       

      Date: [              
         ]

       

      Syngenta
        AG - U.S.$[1,200,000,000] Revolving Credit Agreement

      dated
        [       ], 2006

      

        
          	
                  1.

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

                
	 	 	 	 	 
	 	
                  (a)

                	
                  Utilisation
                    Date:

                	
                  Revolving
                    Credit Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  U.S.
                    Swingline Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  euro
                    Swingline Facility:

                	
                  [        
                    ]*

                
	 	 	 	 	 
	 	
                  (b)

                	
                  Requested
                    Amount (including currency):

                	
                  Revolving
                    Credit Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  U.S.
                    Swingline Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  euro
                    Swingline Facility: 

                	
                  [        
                    ]*

                
	 	 	 	 	 
	 	
                  (c)

                	
                  Term:

                	
                  Revolving
                    Credit Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  U.S.
                    Swingline Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  euro
                    Swingline Facility: 

                	
                  [        
                    ]*

                
	 	 	 	 	 
	 	
                  (d)

                	
                  Payment
                    Instructions:

                	
                  Revolving
                    Credit Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  U.S.
                    Swingline Facility:

                	
                  [        
                    ]*

                
	 	 	 	
                  euro
                    Swingline Facility:

                	
                  [        
                    ]*

                
	 	 	 	 	 
	
                  2.

                	
                  We
                    confirm that each condition specified in Clause 4.2 (Further
                    conditions
                    precedent) is satisfied on the date of this Request and this
                    Advance would
                    not cause any borrowing limit binding on us to be
                    exceeded.

                


        

      

       

      By:

       

      [BORROWER]

      Authorised
        Signatory

      


      *Delete
        as
        appropriate

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        5

       

      FORMS
        OF ACCESSION DOCUMENTS

       

      PART
        1

       

      NOVATION
        CERTIFICATE

       

      To: [HSBC
        BANK plc] as Agent

       

      From: [THE
        EXISTING BANK] and [THE NEW BANK]

       

      Date:
        [        ]

       

      Syngenta
        AG- U.S.$[1,200,000,000] Revolving Credit Agreement

      dated
        [        ], 2006

       

      We
        refer
        to Clause 25.3
        (Procedure for novations).

       

      
        	
                1.

              	
                We
                  [        ] (the Existing
                  Bank)
                  and [        ] (the New
                  Bank)
                  agree to the Existing Bank and the New Bank novating all the Existing
                  Bank's rights and obligations referred to in the Schedule in accordance
                  with Clause 25.3
                  (Procedure for novations).

              


      

       

      
        	
                2.

              	
                The
                  specified date for the purposes of [Clause 25.3(c)
                  (Procedure for novations)] is [date of
                  novation].

              


      

       

      
        	
                3.

              	
                The
                  Facility Office and address for notices of the New Bank for the
                  purposes
                  of Clause 31.2
                  (Addresses for notices) are set out in the
                  Schedule.

              


      

       

      
        	
                4.

              	
                This
                  Novation Certificate is governed by English
                  law.

              


      

       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

       

      THE
        SCHEDULE

       

      Rights
        and obligations to be novated

       

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

       

      


      
        	
                [New
                  Bank]

              	 	 
	
                [Facility
                  Office

              	
                Address
                  for notices]

              	 
	
                [Existing
                  Bank]

              	
                [New
                  Bank]

              	
                [             ]

              
	
                By:

              	
                By:

              	
                By:

              
	
                Date:

              	
                Date:

              	
                Date:

              


      

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

       

      PART
        2

       

      BORROWER
        ACCESSION AGREEMENT

       

      To: [HSBC
        BANK plc ] as Agent

       

      From: [PROPOSED
        BORROWER] and Syngenta AG

       

      [Date]

       

      Syngenta
        AG - U.S.$1,200,000,000 Revolving Credit Agreement

      dated
        [       ], 2006 (the Credit
        Agreement)

       

      We
        refer
        to Clause 25.4
        (Additional Borrowers).

       

      [Name
        of
        company] of [Registered Office] (Registered no.
        [       ]) (the Proposed
        Borrower)
        agrees
        to become an Additional Borrower and to be bound by the terms of the Credit
        Agreement as an Additional Borrower in accordance with Clause 25.4
        (Additional Borrowers).

       

      The
        address for notices of the Proposed Borrower for the purposes of Clause
31.2
        (Addresses for notices) is:

       

      [                                                              ]

       

      This
        Agreement is governed by English law.

       

      By:

       

      [PROPOSED
        BORROWER]

      Authorised
        Signatory

       

      By:

       

      SYNGENTA
        AG

      Authorised
        Signatory

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

      PART
        3

       

      GUARANTOR
        ACCESSION AGREEMENT

       

      To: [HSBC
        BANK plc] as Agent

       

      From: [PROPOSED
        GUARANTOR]

       

      Date:
        [         ]

       

      Syngenta
        AG - U.S.$1,200,000,000 Revolving Credit Agreement

      dated
        [         ], 2006 (the Credit
        Agreement)

       

      We
        refer
        to Clause 25.5
        (Additional Guarantors).

       

      We,
        [name
        of company] of [Registered Office] (Registered no.
        [         ]) agree to become an
        Additional Guarantor and to be bound by the terms of the Credit Agreement
        as an
        Additional Guarantor in accordance with Clause 25.5
        (Additional Guarantors).

       

      Our
        address for notices for the purposes of Clause 31.2
        (Addresses for notices) is:

       

      [

       

      ]

       

      This
        Deed
        is governed by English law.

       

      
        	
                Executed
                  as a deed by

              	
                )

              	
                Director

              
	
                [PROPOSED
                  GUARANTOR]

              	
                )

              	 
	
                acting
                  by

              	
                )

              	
                Director/Secretary

              
	
                and

              	
                )

              	 


      

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

      SIGNATORIES

       

       

      Parent

       

      SYNGENTA
        AG

       

      By:      DOMENICO
        SCALA / DAMIÁN HELLER / DIRK KIRSTEN


       

       

      Original
        Borrowers

       

      SYNGENTA
        CROP PROTECTION AG

       

      By:      JOHN
        ATKIN / CHRISTOPH MÄDER

       

       

       

      SYNGENTA
        PARTICIPATIONS AG & CO SNC

       

      By:      DANIEL
        MICHAELIS / DIRK KIRSTEN

       

       

       

      Original
        Guarantors

       

      SYNGENTA
        LUXEMBOURG FINANCE (#2) S.C.A.

       

      By:      PETER
        SCHREINER / DANIEL MICHAELIS / DIRK KIRSTEN

       

       

       

      SYNGENTA
        WILMINGTON INC. 

       

      By:     
        HENRY
        GRAEF

       

      


      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

      Mandated
        Lead Arrangers

       

      BANCO
        SANTANDER CENTRAL HISPANO, S.A.

       

      
        	By:	FRANCISCO
                JAVIER VISEDO
	 	 
	 	CARLOS
                PEDROSO


      

       

      BANK
        AUSTRIA CREDITANSTALT AG 

       

      
        
          	By:	INGO
                  BLEIER
	 	 
	 	HILKE
                  SCHUBERT


        

      

       

      BANK
        OF AMERICA, N.A. 

       

      
        
          
            	By:	SIMON
                    LINDOW


          

        

         

      

      CITIBANK
        NA, London 

      
         

        
          
            	By:	OLGA
                    L. NIETO


          

        

         

      

      CREDIT
        SUISSE 

      
         

        
          
            	By:	GARRETT
                    LYNSKY
	 	 
	 	KAMLESH VARA


          

        

         

      

      DEUTSCHE
        BANK LUXEMBOURG S.A. 

      
         

        
          
            	By:	THOMAS
                    SCHRÖETER
	 	 
	 	NIGEL HIBBERD


          

        

         

      

      HSBC
        BANK plc 

       

      
        
          
            	By:	BRADLEY
                    BURK


          

        

         

      

      UBS
        Limited 

       

      
        
          
            	By:	GRAHAM
                    VANCE
	 	 
	 	CHARLES ANDERSON


          

        

         

      

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

      Banks

       

      BANCO
        SANTANDER CENTRAL HISPANO, S.A.

       

      
        
          	By:	FRANCISCO
                  JAVIER VISEDO
	 	 
	 	CARLOS
                  PEDROSO


        

         

      

      BANK
        AUSTRIA CREDITANSTALT AG 

       

      
        
          
            	By:	INGO
                    BLEIER
	 	 
	 	HILKE
                    SCHUBERT


          

        

         

      

      BANK
        OF AMERICA, N.A. 

      
         

        
          
            
              	By:	SIMON
                      LINDOW


            

          

           

        

      

      CITIBANK
        NA, London 

      
        
           

          
            
              
                	By:	OLGA L. NIETO


              

            

             

          

        

      

      CREDIT
        SUISSE 

      
        
           

          
            
              	By:	GARRETT
                      LYNSKY
	 	 
	 	KAMLESH VARA


            

          

           

        

      

      DEUTSCHE
        BANK LUXEMBOURG S.A. 

      
        
           

          
            
              	By:	THOMAS
                      SCHRÖETER
	 	 
	 	NIGEL HIBBERD


            

          

           

        

      

      HSBC
        BANK plc 

      
        
           

          
            
              
                	By:	DAVID STENT


              

            

             

          

        

      

      UBS
        AG, London Branch 

      
         

        
          
            
              	By:	GRAHAM
                      VANCE
	 	 
	 	CHARLES ANDERSON


            

          

           

          
            
              
              

            

            
              91

              
                

              

            

            
              
              

            

          

        

U.S.
        Swingline Banks 

       

      BANCO
        SANTANDER CENTRAL HISPANO, S.A.

      acting
        through its New York branch 

      
         

        
          
            
              	By:	
                      ROMÓN
                        E COLÓN NAVARRO

                    
	 	 
	 	HARRY MORENO


            

          

           

        

      

      BANK
        OF AMERICA, N.A. 

      
         

        
          
            
              	By:	SIMON
                      LINDOW


            

          

           

        

      

      CITIBANK
        N.A. 

      
         

        
          
            
              	By:	OLGA
                      L. NIETO


            

          

           

        

      

      CREDIT
        SUISSE

      acting
        through its Cayman Islands branch 

      
         

        
          
            
              	By:	KARL
                      STUDER
	 	 
	 	KARL LESNIK


            

          

           

        

      

      DEUTSCHE
        BANK LUXEMBOURG S.A. 

      
         

        
          
            
              	By:	THOMAS
                      SCHRÖETER
	 	 
	 	NIGEL HIBBERD


            

          

           

        
HSBC
        BANK plc 

      
         

        
          
            
              	By:	DAVID
                      STENT


            

          

           

        

      

      UBS
        LOAN FINANCE LLC 

      
         

        
          
            
              	By:	GRAHAM
                      VANCE
	 	 
	 	CHARLES ANDERSON


            

          

           

        

      

      Euro
        Swingline Banks 

       

      BANCO
        SANTANDER CENTRAL HISPANO, S.A. 

      
         

        
          
            
              	By:	FRANCISCO
                      JAVIER VISEDO
	 	 
	 	CARLOS PEDROSO


            

          

           

        

      

      BANK
        OF AMERICA, N.A. 

      
         

        
          
            
              	By:	SIMON
                      LINDOW


            

          

           

          
            
              
              

            

            
              92

              
                

              

            

            
              
              

            

          

           

        
CITIBANK
        NA, London 

      
         

        
          
            
              	By:	OLGA
                      L. NIETO


            

          

           

        

      

      CREDIT
        SUISSE 

      
         

        
          
            
              	By:	GARRETT
                      LYNSKY
	 	 
	 	KAMLESH VARA


            

          

           

        

      

      DEUTSCHE
        BANK LUXEMBOURG S.A. 

      
         

        
          
            
              	By:	THOMAS
                      SCHRÖETER
	 	 
	 	NIGEL HIBBERD


            

          

           

        

      

      HSBC
        BANK PLC 

      
         

        
          
            
              	By:	DAVID
                      STENT


            

          

           

        

      

      UBS
        AG, London Branch 

      
         

        
          
            
              	By:	GRAHAM
                      VANCE
	 	 
	 	CHARLES ANDERSON


            

          

           

           

        

      

      Agent

       

      HSBC
        BANK plc

      
         

        
          
            
              	By:	DAVID
                      STENT


            

          

           

           

        

      

      U.S.
        Swingline Agent

       

      HSBC
        BANK USA, National Association

      
         

        
          
            
              	By:	DAVID
                      STENT


            

          

           

        

      

       

      Euro
        Swingline Agent

       

      HSBC
        BANK plc

      
         

        
          
            
              	By:	DAVID
                      STENT


            

          

           

          93