Exhibit 4.1

                                                                 CONFORMED COPY


                             UP TO EUR600,000,000

                              FACILITY AGREEMENT

                                      for
                                SVG CAPITAL PLC
                             (formerly known as
            SCHRODER VENTURES INTERNATIONAL INVESTMENT TRUST PLC)

                                  arranged by

             THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
                                      and
                        THE ROYAL BANK OF SCOTLAND PLC

                                     with

                       THE ROYAL BANK OF SCOTLAND PLC
                   also acting as Agent and Issuing Bank
  ---------------------------------------------------------------------------

                 MULTICURRENCY REVOLVING FACILITY AGREEMENT

  ---------------------------------------------------------------------------


<TABLE>
<CAPTION>

<S>     <C>                                                                                         <C>

                                                 CONTENTS
Clause                                                                                              Page
1.     Definitions And Interpretation..................................................................1
2.     The Facility...................................................................................14
3.     Purpose........................................................................................15
4.     Conditions of Utilisation......................................................................15
5.     Utilisation....................................................................................17
6.     Optional Currencies............................................................................17
7.     Utilisation - Bank Guarantee...................................................................18
8.     Bank Guarantee.................................................................................22
9.     Repayment......................................................................................28
10.    Prepayment and cancellation....................................................................28
11.    Interest.......................................................................................32
12.    Interest Periods...............................................................................32
13.    Changes To The Calculation Of Interest.........................................................33
14.    Fees...........................................................................................34
15.    Tax Gross Up And Indemnities...................................................................36
16.    Increased Costs................................................................................39
17.    Other Indemnities..............................................................................40
18.    Mitigation By The Lenders......................................................................41
19.    Costs And Expenses.............................................................................41
20.    Representations................................................................................43
21.    Information Undertakings.......................................................................45
22.    Financial Covenants............................................................................47
23.    General Undertakings...........................................................................50
24.    Events Of Default..............................................................................53
25.    Changes To The Lenders.........................................................................57
26.    Changes To The Borrower........................................................................60
27.    Role Of The Agent And The Joint Lead Arrangers.................................................61
28.    Conduct Of Business By The Finance Parties.....................................................65
29.    Sharing Among The Lenders......................................................................66
30.    Payment Mechanics..............................................................................68
31.    Set-Off........................................................................................70
32.    Notices........................................................................................70
33.    Calculations And Certificates..................................................................72
34.    Partial Invalidity.............................................................................72
35.    Remedies And Waivers...........................................................................72
36.    Amendments And Waivers.........................................................................72
37.    Counterparts...................................................................................73
38.    Governing Law..................................................................................74
39.    Enforcement....................................................................................74

SCHEDULE 1           The Original Lenders.............................................................75

SCHEDULE 2           Conditions precedent.............................................................76

SCHEDULE 3           Requests.........................................................................78
       Part IA Utilisation Request Loans..............................................................78
       Part IB Utilisation Request Bank Guarantee.....................................................79

SCHEDULE 4           Mandatory Cost formula...........................................................80

SCHEDULE 5           Form of Transfer Certificate.....................................................83

SCHEDULE 6           Form of Compliance Certificate...................................................85

SCHEDULE 7           LMA Form of Confidentiality Undertaking..........................................86

SCHEDULE 8           Timetables.......................................................................91
       Part I        Loans............................................................................91
       Part II       Bank Guarantee...................................................................92

SCHEDULE 9           Form of SVG Diamond Bank Guarantee...............................................93

appendix further diamond bank guarantee letter.......................................................100

</TABLE>






THIS AGREEMENT is dated 10 March 2006 and is made between:

(1)    SVG CAPITAL PLC  (formerly  known as SCHRODER VENTURES INTERNATIONAL
       INVESTMENT  TRUST PLC)  (registered number 3066856) (the "Borrower");

(2)    THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND and THE ROYAL BANK
       OF SCOTLAND PLC (each a "Joint Lead Arranger" and together, the "Joint
       Lead Arrangers");

(3)    THE ROYAL BANK OF SCOTLAND PLC in its capacity as agent of the Lenders
       (the "Agent");

(4)    THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND and THE ROYAL BANK OF
       SCOTLAND PLC (together, the "Original Lenders"); and

(5)    THE ROYAL BANK OF SCOTLAND PLC in its capacity as issuing bank (the
       "Issuing Bank").

IT IS AGREED as follows:


                                   SECTION 1
                                INTERPRETATION


1.        DEFINITIONS AND INTERPRETATION

1.1       Definitions
          In this Agreement:

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

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

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

          "Availability  Period" means the period from and including the date of
          this  Agreement to and  including  the date falling one month prior to
          the Termination Date.

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

          (a)  the  amount  of its  participation  in any  outstanding  Bank
               Guarantee  (or in the case of any  Diamond  Bank  Guarantee,  the
               Total Aggregate  Amount,  as defined in such bank guarantees) and
               the Base Currency Amount of its  participation in any outstanding
               Loans; and

          (b)  in relation to any  proposed  Utilisation,  the amount of its
               participation  in any Bank Guarantee and the Base Currency Amount
               of its participation in any Loans in each case that are due to be
               made on or before the proposed Utilisation Date,

                                      -1-

          other than that Lender's  participation in any  Utilisations  that are
          due to be repaid or  prepaid  on or before  the  proposed  Utilisation
          Date.

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

          "Bank  Guarantee"  means a Diamond  Bank  Guarantee  or any other bank
          guarantee  in the form  requested  by the  Borrower  and agreed by the
          Agent (with the prior consent of the Majority  Lenders and the Issuing
          Bank) from time to time.

          "Base Currency" means euros.

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

          "Bonds"  means  the   Borrower's   GBP49,000,000   4.5%   subordinated
          convertible bonds due 2013 issued in May, July and August 2003.

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

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

          exceeds:

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

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

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

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

                                      -2-

          "Calculation Date" means the date of issue of a Diamond Bank Guarantee
          and,  following such date of issue,  28 March and 28 September in each
          year or if such day is not a Business Day, the next following Business
          Day.

          "Calculation  Period" means each period from one  Calculation  Date to
          the next succeeding Calculation Date.

          "Callable  Subscription  Monies" has the meaning given to that term in
          the Memorandum  and Articles of  Association  of SVG Diamond  Holdings
          Limited.

          "Callable  Subscription  Monies II" has the meaning  given to the term
          Callable  Subscription  Monies  in  the  Memorandum  and  Articles  of
          Association of SVG Diamond Holdings II Limited.

          "Circular" means the circular to the Borrower's  shareholders dated 24
          March 2005.

         "Commitment" means:

         (a)   in  relation to an  Original  Lender,  the amount in the Base
               Currency set opposite its name under the heading  "Commitment" in
               Schedule  1 (The  Original  Lenders)  and the amount of any other
               Commitment  assumed  by  it  pursuant  to  Clause  2.3  (Facility
               Increase) or transferred to it under this Agreement; and

         (b)   in  relation  to any  other  Lender,  the  amount in the Base
               Currency of any  Commitment  assumed by it pursuant to Clause 2.3
               (Facility Increase) or transferred to it under this Agreement,

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

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

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

          "Consolidated  Adjusted  Investment Assets" has the meaning set out in
          Clause 22.1 (Financial definitions).

          "Consolidated Gross Borrowings" has the meaning set out in Clause
          22.1 (Financial definitions).

          "Current  Outstanding  Amount"  means at any time during a Calculation
          Period,  the  aggregate of the  Remaining  Initial Issue Price at that
          time and an amount equal to EURIBOR  applied to the Remaining  Initial
          Issue  Price from time to time in respect of that  Calculation  Period
          and EURIBOR applied to the Remaining  Initial Issue Price from time to
          time in  respect  of each  Calculation  Period  falling  prior to that
          Calculation  Period,  less an amount  equal to the amount by which the
          total of (i) any Callable  Subscription Monies paid by the Borrower in
          respect of PEI  Preferred  Equity  Shares  which have been held by the
          Borrower and (ii) the Callable Subscription Monies, in respect of each
          PEI  Preferred  Equity  Share which the  Borrower has disposed of (and
          therefore  it would  have no  liability  on a call in  respect of such
          share),  at the time of the relevant  disposal,  exceeds the Satisfied
          Initial Issue Price.

                                      -3-

          "Current Outstanding Amount II" means at any time during a Calculation
          Period,  the aggregate of the Remaining Initial Issue Price II at that
          time and an amount equal to EURIBOR  applied to the Remaining  Initial
          Issue Price II from time to time in respect of that Calculation Period
          and EURIBOR applied to the Remaining  Initial Issue Price II from time
          to time in respect of each  Calculation  Period  falling prior to that
          Calculation  Period,  less an amount  equal to the amount by which the
          total of (i) any Callable  Subscription Monies II paid by the Borrower
          in respect of any PEI Preferred  Equity Share II which has at any time
          been held by the Borrower and (ii) the Callable Subscription Monies II
          in respect of each PEI  Preferred  Equity  Share II which the Borrower
          has disposed of (and therefore it would have no liability on a call in
          respect of such share) at the time of the relevant  disposal,  exceeds
          the Satisfied Initial Price II.

          "Default"  means an  Event of  Default  or any  event or  circumstance
          specified  in Clause 24  (Events of  Default)  which  would  (with the
          expiry of a grace  period,  the  giving of  notice,  the making of any
          determination under the Finance Documents or any combination of any of
          the foregoing) be an Event of Default.

          "Diamond Bank Guarantee" means the SVG Diamond Bank Guarantee, the SVG
          Diamond Bank Guarantee II and any other bank  guarantee  designated as
          such by the  Borrower  and the Agent (with the consent of the Majority
          Lenders  and the Issuing  Bank)  pursuant  to a Further  Diamond  Bank
          Guarantee Letter.

          "Existing Facility" means the revolving credit facility made available
          to  the  Borrower  pursuant  to  the  multicurrency  revolving  credit
          facility  agreement  dated 16 March 2001 (as amended and restated from
          time to time) between,  amongst others,  the Borrower,  the Joint Lead
          Arrangers, the Agent and the Original Lenders.

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

          (a)  the applicable Screen Rate; or

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

          as of the  Specified  Time on the  Quotation  Day for the  offering of
          deposits in euro for a period comparable to the Interest Period of the
          relevant Loan and where "EURIBOR" is used in the definition of, as the
          case may be, "Current Outstanding Amount", "Current Outstanding Amount
          II" or "Further Current  Outstanding  Amount" (as defined in a Further
          Diamond Bank Guarantee  Letter),  EURIBOR means (a) or (b) above as of
          11.00am Brussels time on the Calculation Date in question for a period
          comparable  to  the   Calculation   Period  which  commences  on  such
          Calculation Date.

          "Event of Default" means any event or  circumstance  specified as such
          in Clause 24 (Events of Default).

                                      -4-

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

          "Facility  Increase" means an increase in the Total  Commitments  from
          EUR285,000,000  to  EUR600,000,000  pursuant  to  Clause  2.3(Facility
          Increase).

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

          "Fee  Letter"  means any  letter or  letters  between  any Joint  Lead
          Arranger and the Borrower (or the Agent and the Borrower)  setting out
          any of the fees referred to in Clause 14 (Fees).

          "Finance Document" means this Agreement,  any Fee Letter and any other
          document designated as such by the Agent and the Borrower.

          "Finance Party" means the Agent, a Joint Lead Arranger or a Lender.

          "Financial Indebtedness" means any indebtedness for or in respect of:

          (a)  moneys borrowed;

          (b)  any  amount  raised by  acceptance  under any  acceptance  credit
               facility;

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

          (d)  the  amount  of any  liability  in  respect  of any lease or hire
               purchase  contract  which  would,  in  accordance  with GAAP,  be
               treated as a finance or capital lease;

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

          (f)  any  amount  raised  under  any  other  transaction   having  the
               commercial  effect  of a  borrowing  and  entered  into  with the
               objective of raising finance;

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

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

          (i)  any amount raised by the issue of redeemable shares to the extent
               that the  redemption  date  falls or is  capable of falling on or
               prior to the Termination Date;

                                      -5-

          (j)  any amount of any liability  under an advance or deferred sale or
               purchase  agreement if the primary  reason  behind the entry into
               this agreement is to raise finance;

          (k)  (without double  counting) the amount of any liability in respect
               of any guarantee or indemnity for any of the items referred to in
               paragraphs (a) to (j) above.

          "Further  Diamond Bank Guarantee" means a Diamond Bank Guarantee other
          than the SVG Diamond Bank  Guarantee or the SVG Diamond Bank Guarantee
          II.

          "Further  Diamond Bank  Guarantee  Letter" means a letter  between the
          Agent and the Borrower  relating to a Further  Diamond Bank  Guarantee
          substantially  in a form set out in the Appendix or such other form as
          may be agreed  between  the Agent (with the  approval of the  Majority
          Lenders) and the Borrower.

          "GAAP" means generally  accepted  accounting  principles in the United
          Kingdom.

          "Group"  means the Borrower and its  Subsidiary  Undertakings  for the
          time being (but,  for the  avoidance  of doubt,  shall not include any
          Investee Company).

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

          "Increase  Date" has the meaning  given to it in Clause 2.3  (Facility
          Increase).

          "Indebtedness  for Borrowed Money" means Financial  Indebtedness  save
          for  any  indebtedness  for  or in  respect  of  paragraph  (g) of the
          definition of "Financial Indebtedness".

          "Interest Period" means, in relation to a Loan, each period determined
          in accordance with Clause 12 (Interest  Periods) and in relation to an
          Unpaid Sum,  each period  determined in  accordance  with  Clause 11.3
          (Default interest).

          "Investee Company" means a company, trust, partnership,  fund or other
          entity in which the  Borrower  (or fund in which the  Borrower  has an
          interest) participates as a shareholder or holder of debt.

          "Investment Adviser" means SVG Advisers Limited.

          "Investment  Policy" means the investment  policy stated in the latest
          published annual audited accounts of the Borrower.

          "Lender" means:

          (a)  any Original Lender; and

          (b)  any bank or financial institution which has become a Party in
               accordance with Clause 25 (Changes to the Lenders),

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

                                      -6-

          "LIBOR" means, in relation to any Loan other than a Loan denominated
          in euro:

          (a)  the applicable Screen Rate; or

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

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

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

          "LMA" means the Loan Market Association.

          "Majority Lenders" means:

          (a)  until the Total  Commitments  have been reduced to zero, a Lender
               or Lenders whose Commitments aggregate more than 50% of the Total
               Commitments  (or, if the Total  Commitments  have been reduced to
               zero and there are no Utilisations then  outstanding,  aggregated
               more than 50% of the Total  Commitments  immediately prior to the
               reduction); or

          (b)  at any other time, a Lender or Lenders  whose  participations  in
               the Utilisations then outstanding  aggregate more than 50% of all
               the Utilisations then outstanding.

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

          "Margin" means:

          (a)  at any time when Consolidated Gross Borrowings are 30% or less of
               Consolidated  Adjusted  Investment Assets, one point two five per
               cent. (1.25%) per annum; and

          (b)  at any time when  Consolidated  Gross Borrowings are greater than
               30% of Consolidated  Adjusted  Investment  Assets, one point five
               zero per cent. (1.50%) per annum.

          "Material Adverse Effect" means a material adverse effect on:

          (a)  the  financial  condition,  assets,  prospects or business of the
               Borrower; and

          (b)  the ability of the  Borrower  to perform its payment  obligations
               under the Finance  Documents or its  obligations  under Clause 22
               (Financial Covenants) of this Agreement.

                                      -7-

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

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

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

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

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

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

          "Original  Financial  Statements"  means  the  unaudited  consolidated
          financial  statements  of the Group  for the half  year  ended 30 June
          2005.

          "P123"  means P123  Limited and P123 (C.I.)  Limited,  the  closed-end
          investment  companies  incorporated in Guernsey,  in each of which the
          Borrower has an approximate 40% holding.

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

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

          "PEI  Preferred  Equity  Shares" has the meaning given to that term in
          the Memorandum  and Articles of  Association  of SVG Diamond  Holdings
          Limited.

          "PEI Preferred Equity Shares II" has the meaning given to the term PEI
          Preferred  Equity Shares in the Memorandum and Articles of Association
          of SVG  Diamond  Holdings  II Limited  but shall not  include  any SVG
          Warehoused Shares.

          "Permira"  means  the  international  network  of  entities  providing
          management,  advisory or  consultancy  services to private  equity and
          other funds under the overall business name of Permira.

          "Permira Funds" means funds to which Permira acts as manager,  advisor
          or consultant.

          "Platinum  Trust" means the trust  constituted by the Trust Deed dated
          29 March 1996 and made between Barings (Guernsey) Limited and Schroder
          Venture Managers (Guernsey) Limited, as amended from time to time.

                                      -8-

          "Portfolio  Value" has the  meaning  given to such term in Clause 22.1
          (Financial definitions).

          "Private  Placement"  means the notes to be issued by the  Borrower by
          way of private placement, arranged by The Royal Bank of Scotland plc.

          "Qualifying  Lender"  has the  meaning  given to it in  Clause 15 (Tax
          Gross-Up and Indemnities).

          "Quarter  Dates" mean 31 March,  30 June, 30 September and 31 December
          in each year.

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

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

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

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

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

          "Reference  Banks"  means  The  Governor  and  Company  of the Bank of
          Scotland,  The Royal Bank of Scotland  plc and such other banks as may
          be appointed by the Agent in consultation with the Borrower.

          "Relevant  Interbank  Market" means in relation to euro,  the European
          interbank  market and, in relation to any other  currency,  the London
          interbank market.

          "Remaining Initial Issue Price" means at any time euro 50,000,000 less
          the Satisfied Initial Issue Price.

          "Remaining  Initial Issue Price II" means at any time euro  72,500,000
          less the Satisfied Initial Issue Price II.

          "Renewal  Request"  means a written  notice  delivered to the Agent in
          accordance with Clause 7.7 (Renewal of a Bank Guarantee).

          "Repeating  Representations" means each of the representations set out
          in Clauses  20.1  (Status) to 20.6  (Governing  law and  enforcement),
          Clause 20.9 (No default),  Clause 20.10 (No  misleading  information),
          Clause 20.12 (Pari passu  ranking)  and Clause  20.13 (No  proceedings
          pending or threatened).

          "Rollover Loan" means one or more Loans:

          (a)  made or to be made on the same day that a maturing Loan is due to
               be repaid;
                                      -9-

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

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

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

          "Satisfied  Initial  Issue Price" means euro 1 for each PEI  Preferred
          Equity  Share which has been held by the  Borrower,  and in respect of
          which all Callable  Subscription Monies have been paid by the Borrower
          or which is no longer held by the Borrower.

          "Satisfied  Initial  Issue  Price II" means at any time the  amount of
          Callable  Subscription Monies II which have been paid by the Borrower,
          and which are not  attributable  to  EURIBOR,  in  respect  of the PEI
          Preferred Equity Shares II held by the Borrower at that time, together
          with euro 1 for each PEI Preferred Equity Share II which has been, but
          at that time is no longer, held by the Borrower.

          "Schroder  Ventures" means the  international  association of entities
          providing management,  advisory or consultancy services to buy-out and
          development  capital funds under the overall business name of Schroder
          Ventures or have done so under such business name (excluding Permira).

          "Screen Rate" means:

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

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

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

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

          "Specified Time" means a time determined in accordance with Schedule 8
          (Timetables).

          "Subsidiary"  and  "Subsidiary  Undertaking"  shall have the  meanings
          ascribed to them by section 736 and  section 258  respectively  of the
          Companies   Act  1985  and,  for  the   purposes  of  this   Agreement
          "Subsidiary" and "Subsidiary  Undertaking"  shall include the Platinum
          Trust.

          "SVG Diamond Bank Guarantee" means a bank guarantee,  substantially in
          the form set out in  Schedule 9 (Form of SVG Diamond  Bank  Guarantee)
          issued to SVG Diamond Holdings Limited on 28 September 2004.

                                      -10-

          "SVG Diamond Bank Guarantee II" means the bank guarantees, in the form
          agreed  between  the  Borrower  and the Agent  issued  to SVG  Diamond
          Holdings II Limited on 22 February 2006.

          "SVG  Warehoused  Shares" means those PEI  Preferred  Equity Shares II
          issued  pursuant to a subscription  and share issue  agreement dated 8
          February 2006 between SVG Diamond Holdings II Limited and the Borrower
          relating to the  subscription of 7,500,000 PEI Preferred Equity Shares
          II.

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

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

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

          "Taxes Act" means the Income and Corporation Taxes Act 1988.

          "Termination  Date" means  unless all the Lenders and the Issuing Bank
          in their absolute  discretion  otherwise  agree, the day falling sixty
          months  from  the  date of this  Agreement  (or,  if that day is not a
          Business Day, the preceding Business Day).

          "Total  Commitments"  means the  aggregate of the  Commitments,  being
          EUR285,000,000  on the date of this  Agreement  and,  on the  Increase
          Date, EUR600,000,000.

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

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

          (a)  the proposed Transfer Date specified in the Transfer  Certificate
               provided it is not less than five Business Days after the date on
               which the Agent receives the Transfer  Certificate (or such other
               date as the Agent may agree); and

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

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

          "Utilisation" means a Loan or a Bank Guarantee.

          "Utilisation Date" means the date on which a Utilisation is made.

          "Utilisation Request" means a notice substantially in the form set out
          in Schedule 3  (Requests)  or, in the case of a Further  Diamond  Bank
          Guarantee, a Further Diamond Bank Guarantee Letter.

                                      -11-

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

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

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

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

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

               (iv) "indebtedness"  includes any obligation (whether incurred as
                    principal  or as surety)  for the  payment or  repayment  of
                    money, whether present or future, actual or contingent other
                    than any such obligation in respect of uncalled commitments;

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

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

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

               (viii)a time of day is a reference to London time.

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

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

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

1.3      Currency Symbols and Definitions
          "$" and  "dollars"  denote  lawful  currency  of the United  States of
          America,  "GBP" and "sterling"  denotes lawful  currency of the United
          Kingdom and "EUR",  "EUR" and "euro" means the single currency unit of
          the Participating Member States.

                                      -12-

1.4      Third party rights
          (a)  Except as 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.

          (b)  Notwithstanding  any  provision  of  any  Finance  Document,  the
               Parties to a Finance  Document  do not require the consent of any
               third party to rescind or vary any Finance Document at any time.

                                      -13-


                                    SECTION 2
                                  THE FACILITY

2.        THE FACILITY

2.1       The Facility
          Subject to the terms of this Agreement,  the Lenders make available to
          the  Borrower  a  multicurrency  revolving  loan  facility  and a bank
          guarantee   facility  in  an  aggregate  amount  equal  to  the  Total
          Commitments.

2.2       The Existing Facility
          Upon   satisfaction  of  the   requirements  of  Clause  4.1  (Initial
          conditions precedent):

          (a)  all amounts  outstanding under the Existing  Facility,  including
               the  existing  Diamond  Bank  Guarantees,  shall be  deemed to be
               outstanding  under, and on the terms of, this Agreement (with the
               same  interest  periods and, in the case of the Bank  Guarantees,
               with the bank guarantee fee continuing to run for the current six
               month period that has  commenced  under the terms of the Existing
               Facility); and

          (b)  the Existing  Facility  shall be deemed to have been cancelled in
               full and replaced by the Facility.

2.3       Facility Increase
          (a)  The amount of the Total  Commitments  under this Agreement  shall
               increase from  EUR285,000,000  to  EUR600,000,000 on the later of
               the following:

               (i)  14 June 2006; and

               (ii) the date the Borrower  satisfies  the  condition  set out in
                    Clause 23.20 (Condition Subsequent).

          (b)  On the date of the Facility Increase (the "Increase  Date"),  the
               amount of the increase in the Total  Commitments  (the  "Increase
               Amount")  shall be  allocated  between the Lenders  then party to
               this Agreement as a new Commitment. Each such Lender shall assume
               a new  Commitment  equal to the same  proportion  of the Increase
               Amount  as  its  Available  Commitment  bears  to  the  Available
               Facility on the Increase Date.

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

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

                                      -14-

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

3.        PURPOSE

3.1       Purpose
          The Borrower shall apply all amounts borrowed by it under the Facility
          towards its general corporate  purposes (which shall include,  without
          limitation, gearing, funding investment timing differences and payment
          of any fees, costs and expenses associated with the Facility).

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

4.        CONDITIONS OF UTILISATION

4.1       Initial conditions precedent
          The Borrower may not deliver a  Utilisation  Request  unless the Agent
          has  received  all of the  documents  and  other  evidence  listed  in
          Schedule 2 (Conditions  precedent) in form and substance  satisfactory
          to the Agent (acting reasonably).  The Agent shall notify the Borrower
          and the Lenders promptly upon being so satisfied.

4.2       Further conditions precedent
          The Lenders  will only be obliged to comply with Clause 5.4  (Lenders'
          participation)  if on the date of the  Utilisation  Request and on the
          proposed Utilisation Date:

          (a)  in the case of a Rollover Loan, no Event of Default is continuing
               or would result from the proposed  Loan,  and, in the case of any
               other Loan,  no Default is  continuing  or would  result from the
               proposed Loan; and

          (b)  the Repeating Representations to be made by the Borrower are true
               in all material respects.

4.3      Conditions relating to Optional Currencies
          (a)  A currency will constitute an Optional  Currency in relation to a
               Loan if it is dollars or sterling or if:

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

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

          (b)  If the Agent has received a written request from the Borrower for
               a currency to be approved  under  paragraph  (a)(ii)  above,  the
               Agent will confirm to the Borrower by the Specified Time:

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

                                      -15-

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

          (c)  A Loan  denominated  in euro will only be made  available  in the
               euro unit.

4.4       Maximum number of Loans
          (a)  The Borrower may not deliver a Utilisation Request if as a result
               of the  proposed  Utilisation  fifteen  or more  Loans  would  be
               outstanding  or  fifteen  or  more  Bank   Guarantees   would  be
               outstanding.

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

                                      -16-


                                    SECTION 3
                                   UTILISATION

5.        UTILISATION

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

5.2       Completion of a Utilisation Request
          Each  Utilisation  Request is irrevocable  and will not be regarded as
          having been duly completed unless:

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

          (b)  the currency and amount of each Utilisation  complies with Clause
               5.3 (Currency and amount); and

          (c)  the proposed  Interest  Period  complies with Clause 12 (Interest
               Periods).

5.3       Currency and amount
          (a)  The currency  specified in a  Utilisation  Request for a proposed
               Loan must be the Base Currency or an Optional Currency.

          (b)  The  amount of each  proposed  Loan must be an amount  whose Base
               Currency Amount is not more than the Available Facility and which
               is:

               (i)  if the currency selected is the Base Currency,  a minimum of
                    EUR1,000,000 or if less, the Available Facility; or

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

5.4      Lenders' participation
          (a)  If the  conditions  set out in this Agreement have been met, each
               Lender  shall  make  its  participation  in each  Loan  available
               through its Facility Office.

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

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

6.        OPTIONAL CURRENCIES

6.1       Selection of currency
          The  Borrower  shall  select the  currency of a Loan in a  Utilisation
          Request.

6.2       Unavailability of a currency
          If before the Specified Time on any Quotation Day:

                                      -17-

          (a)  the Agent has  received  notice from a Lender  that the  Optional
               Currency  requested for a Loan is not readily  available to it in
               the amount required; or

          (b)  a Lender  notifies the Agent that  compliance with its obligation
               to participate in a Loan in the proposed  Optional Currency would
               contravene a law or regulation applicable to it,

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

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

7.        UTILISATION - BANK GUARANTEE

7.1       General
          (a)  In this Clause 7 and Clause 8 (Bank Guarantee):

          (i)  "Expiry Date" means, for the Bank Guarantee,  the last day of its
               Term;

          (ii) "Guarantee  Proportion" means, in relation to a Lender in respect
               of the Bank Guarantee, the proportion (expressed as a percentage)
               borne by that  Lender's  Available  Commitment  to the  Available
               Facility  immediately  prior to the issue of the Bank  Guarantee,
               adjusted  to  reflect  any  assignment  or  transfer  under  this
               Agreement to or by that Lender; and

          (iii) "Term"  means the period  determined  under this  Agreement  for
               which  the  Issuing  Bank is  under a  liability  under  the Bank
               Guarantee.

          (b)  Any reference in this Agreement to:

               (i)     a "Finance Party" includes the Issuing Bank;

               (ii)    the  Interest  Period  of the  Bank  Guarantee  will  be
                       construed  as a  reference  to the  Term  of  that  Bank
                       Guarantee;

               (iii)   an amount  borrowed  includes any amount utilised by way
                       of the Bank Guarantee;

               (iv)    a  Utilisation  made  or  to be  made  to  the  Borrower
                       includes the Bank Guarantee issued on its behalf;

               (v)     a Lender  funding  its  participation  in a  Utilisation
                       includes a Lender participating in the Bank Guarantee;

                                      -18-

               (vi)    amounts outstanding under this Agreement include amounts
                       outstanding under or in respect of the Bank Guarantee;

               (vii)   an outstanding  amount of the Bank Guarantee at any time
                       is the  maximum  amount that is or may be payable by the
                       Borrower in respect of that Bank Guarantee at that time;

               (viii)  the  Borrower   "repaying"  or   "prepaying"   the  Bank
                       Guarantee means:

                        (A)     the Borrower  providing  cash cover for the Bank
                                Guarantee;

                        (B)     the  maximum   amount  payable  under  the  Bank
                                Guarantee  being reduced in accordance  with its
                                terms; or

                        (C)     the Issuing Bank being  satisfied that it has no
                                further liability under the Bank Guarantee,  and
                                the amount by which the Bank Guarantee is repaid
                                or prepaid  under  sub-paragraphs (viii)(A)  and
                                (viii)(B)  above is the  amount of the  relevant
                                cash cover or reduction; and

                (ix)    the  Borrower   providing  "cash  cover"  for  the  Bank
                        Guarantee  means  the  Borrower  paying an amount in the
                        currency of the Bank  Guarantee  to an interest  bearing
                        account  in  the  name  of  the  Borrower  or as  may be
                        otherwise  agreed  between the  Borrower and the Lenders
                        and the following conditions are met:

                        (A)     the account is with the Agent (if the cash cover
                                is to be  provided  for all the  Lenders) or the
                                Issuing  Bank (if the  Original  Lenders are the
                                only  Lenders)  or with a  Lender  (if the  cash
                                cover is to be provided for that Lender);

                        (B)     withdrawals from the account may only be made to
                                pay a Finance  Party  amounts due and payable to
                                it under this  Agreement  in respect of the Bank
                                Guarantee   until  no   amount   is  or  may  be
                                outstanding under the Bank Guarantee; and

                        (C)     the Borrower  has executed a security  document,
                                in form and substance  satisfactory to the Agent
                                or the Finance  Party with which that account is
                                held, creating a first ranking security interest
                                over that account.

          (c)  Clause 5  (Utilisation)  does not apply to the Utilisation by way
               of Bank Guarantee.

7.2       Facility
          The Facility may be utilised by way of issue of Bank Guarantees.

7.3       Delivery of a Utilisation Request for Bank Guarantee
          The Borrower may request a Bank  Guarantee to be issued by delivery to
          the Agent of a duly completed  Utilisation Request in the form of Part
          IB of Schedule 3  (Utilisation  Request - Banks  Guarantee) or, in the
          case of a Further  Diamond  Bank  Guarantee,  a Further  Diamond  Bank
          Guarantee Letter, in each case not later than the Specified Time.

                                      -19-

7.4       Completion of a Utilisation Request for Bank Guarantee
          Each Utilisation  Request for a Bank Guarantee is irrevocable and will
          not be regarded as having been duly completed unless:

          (a)  it specifies that it is for a Bank Guarantee;

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

          (c)  the  currency  and  amount  of the  Bank  Guarantee  comply  with
               Clause 7.5 (Currency and amount);

          (d)  the form of Bank Guarantee is attached;

          (e)  in the case of the SVG Diamond Bank Guarantee, the Expiry Date of
               the Bank  Guarantee  is no later than the date  falling 90 months
               after the date of original  issue of the Bank  Guarantee,  in the
               case of the SVG Diamond Bank Guarantee II, the Expiry Date of the
               Bank  Guarantee is no later than the date falling 66 months after
               the date of original issue of the Bank Guarantee,  in the case of
               a Further  Diamond  Bank  Guarantee,  the expiry date of which is
               after the  Termination  Date  (provided that such expiry date has
               been  approved  by all  Lenders),  the expiry date set out in the
               Further Diamond Bank Guarantee  Letter relating to such guarantee
               and,  in the case of any Bank  Guarantee  other than the  Diamond
               Bank  Guarantees,  the Expiry Date of the Bank Guarantee is on or
               before the Termination Date (unless otherwise approved by all the
               Lenders);

          (f)  the delivery  instructions  for the Bank Guarantee are specified;
               and

          (g)  the  identity of the  beneficiary  of the Bank  Guarantee  is SVG
               Diamond  Holdings  Limited  in the case of the SVG  Diamond  Bank
               Guarantee, SVG Diamond Holdings II Limited in the case of the SVG
               Diamond Bank  Guarantee  II, or in the case of any other  Diamond
               Bank Guarantee such other beneficiaries as may be approved by the
               Majority  Lenders and stated in a Further  Diamond Bank Guarantee
               Letter  or,  in the case of any  Bank  Guarantee  other  than the
               Diamond  Bank  Guarantees,  such  other  beneficiaries  as may be
               approved by the Majority Lenders.

7.5       Currency and amount
          The currency specified in the Utilisation Request must be euro.

7.6       Issue of the Bank Guarantee
          (a)  If the  conditions  set out in this  Agreement have been met, the
               Issuing  Bank  shall  issue  one or more Bank  Guarantees  on the
               Utilisation Date.

          (b)  The   Issuing   Bank  will  only  be  obliged   to  comply   with
               paragraph (a) above if on the date of the Utilisation Request and
               on the proposed Utilisation Date:

               (i)  in the case of a Bank Guarantee  renewed in accordance  with
                    Clause  7.7  (Renewal  of a Bank  Guarantee),  no  Event  of
                    Default is  continuing  or would  result  from the  proposed
                    Utilisation  and, in the case of any other  Utilisation,  no
                    Default is  continuing  or would  result  from the  proposed
                    Utilisation; and

                                      -20-

               (ii) the Repeating Representations to be made by the Borrower are
                    true in all material respects.

          (c)  The amount of each  Lender's  participation  in a Bank  Guarantee
               will be equal to the proportion borne by its Available Commitment
               to the Available  Facility  immediately prior to the issue of the
               Bank Guarantee.

7.7       Renewal of a Bank Guarantee
          (a)  The Borrower may request any Bank Guarantee  issued on its behalf
               be renewed by delivery  to the Agent of a Renewal  Request by the
               Specified Time.

          (b)  The Finance  Parties shall treat any Renewal  Request in the same
               way as a Utilisation Request for a Bank Guarantee except that the
               conditions  set out in paragraphs  (d), (f) and (g) of Clause 7.4
               (Completion of a Utilisation  Request for Bank  Guarantee)  shall
               not apply.

          (c)  The terms of each  renewed  Bank  Guarantee  shall be the same as
               those of the relevant  Bank  Guarantee  immediately  prior to its
               renewal, except that:

               (i)  its amount may be less than the amount of the Bank Guarantee
                    immediately prior to its renewal; and

               (ii) its Term shall  start on the date which was the Expiry  Date
                    of the Bank Guarantee  immediately prior to its renewal, and
                    shall  end on the  proposed  Expiry  Date  specified  in the
                    Renewal Request.

          (d)  If the  conditions  set out in this  Agreement have been met, the
               Issuing Bank shall amend and re-issue any Bank Guarantee pursuant
               to a Renewal Request.

8.        BANK GUARANTEE

8.1       Immediately payable
          (a)  If the Bank  Guarantee or any amount  outstanding  under the Bank
               Guarantee  becomes  payable and no claim (as defined in paragraph
               (a) of Clause 8.4 (Claims under a Bank  Guarantee)) has been made
               in respect of the Bank Guarantee or amount  outstanding under the
               Bank  Guarantee,  the Borrower  shall repay or prepay that amount
               immediately.

          (b)  Within 5 Business  Days of the Borrower  becoming  aware that the
               Current  Outstanding Amount is equal to or greater than the Total
               Aggregate  Amount (as defined in the SVG Diamond Bank Guarantee),
               the Borrower will pay the Callable Subscription Monies in respect
               of all of its  PEI  Preferred  Equity  Shares  to the  issuer  in
               accordance  with article 2.5(b) of the Memorandum and Articles of
               Association of SVG Diamond Holdings Limited.

          (c)  Within 5 Business  Days of the Borrower  becoming  aware that the
               Current  Outstanding  Amount II is equal to or  greater  than the
               Total  Aggregate  Amount  (as  defined  in the SVG  Diamond  Bank
               Guarantee  II), the Borrower  will pay the Callable  Subscription
               Monies II in respect of all of its PEI Preferred Equity Shares II
               to the issuer in accordance with article 2.5(b) of the Memorandum
               and Articles of Association of SVG Diamond Holdings II Limited.

                                      -21-

          (d)  In the case of any Further Diamond Bank  Guarantee,  the Borrower
               shall comply with the requirements set out in the Further Diamond
               Bank Guarantee Letter in relation to such guarantee.

8.2       Assignments and transfers
          (a)  Notwithstanding  any  other  provision  of  this  Agreement,  the
               consent of the Issuing  Bank is required  for any  assignment  or
               transfer of any  Lender's  rights  and/or  obligations  under the
               Facility.

          (b)  Without  prejudice to Clause 25.2(f),  if  paragraph (a)  and the
               conditions  and  procedure  for  transfer  specified in Clause 25
               (Changes to the Lenders) are satisfied, then on the Transfer Date
               the Issuing Bank and the New Lender shall acquire the same rights
               and assume the same obligations  between themselves as they would
               have  acquired  and  assumed  had the New Lender been an Original
               Lender with the rights and/or obligations  acquired or assumed by
               it as a result of the  transfer  and to that  extent the  Issuing
               Bank and the Existing  Lender shall each be released from further
               obligations to each other under this Agreement.

8.3       Fee payable in respect of the Bank Guarantees
          (a)  The  Borrower  shall pay to the Agent  (for the  account  of each
               Lender) a bank  guarantee fee in euros  computed at the same rate
               as the  Margin on the  outstanding  amount of the Bank  Guarantee
               less the amount of cash cover (if any)  provided by the  Borrower
               in respect of all or any part of any Bank Guarantee (save that in
               relation to the SVG Diamond  Bank  Guarantee  or, as the case may
               be, the SVG Diamond Bank  Guarantee II, the bank guarantee fee in
               euros  shall be the  aggregate  of (A) an amount  computed at the
               same rate as the Margin on the Current  Outstanding Amount or, as
               the case  may be,  the  Current  Outstanding  Amount  II less the
               amount of cash cover (if any) provided by the Borrower in respect
               of all or any  part  of that  Bank  Guarantee  and (B) an  amount
               computed  at the  same  rate  as the  commitment  fee  set out in
               paragraph (a) of Clause 14.1  (Commitment  fee) on the difference
               between the Total  Aggregate  Amount (as defined in the  relevant
               Diamond Bank Guarantee) and the Current Outstanding Amount or, as
               the  case  may  be,  the  Current  Outstanding  Amount  II and in
               relation  to  any  Further  Diamond  Bank  Guarantee,   the  bank
               guarantee  fee shall be  calculated  in the manner set out in the
               Further  Diamond  Bank  Guarantee  Letter  in  relation  to  such
               guarantee)  for the period from the issue of that Bank  Guarantee
               until its Expiry Date provided that if at any time cash cover has
               been  provided  in  respect  of  all  or any  part  of  any  Bank
               Guarantee,  an additional  bank guarantee fee shall be payable at
               the rate of 0.15 per cent.  per annum in  respect of the whole or
               that part (as the case may be) of that Bank  Guarantee  for which
               cash cover is provided.  This fee shall be distributed  according
               to each Lender's Guarantee Proportion of the Bank Guarantee.

                                      -22-

          (b)  The accrued bank  guarantee  fee on the Bank  Guarantee  shall be
               payable on the last day of each  successive  period of six months
               (or such  shorter  period as shall end on the Expiry Date for the
               Bank  Guarantee)  starting  on the  date  of  issue  of the  Bank
               Guarantee.

          (c)  If the Borrower cash covers all or any part of the Bank Guarantee
               then:

               (i)  the bank  guarantee  fee  payable  for the  account  of each
                    Lender shall  continue to be payable until the expiry of the
                    Bank Guarantee; and

               (ii) the  Borrower  will be  entitled to  withdraw  the  interest
                    accrued on the cash cover  (which shall accrue at the market
                    rate  (LIBID)) to pay those fees on each date on which it is
                    required to pay bank guarantee fee on any Bank Guarantee or,
                    if the Borrower and the Lenders agree, the bank at which the
                    deposit is held shall be entitled to pay interest accrued on
                    the cash  cover net of the  additional  bank  guarantee  fee
                    which  is due and  payable  in  respect  of the  cash  cover
                    provided  thereby  satisfying the obligation of the Borrower
                    to pay such guarantee  fee. Any such amount  deducted by way
                    of  netting  from the  interest  due  shall  be  distributed
                    according to each Lender's Guarantee  Proportion of the Bank
                    Guarantee  and at the  times  set  out in  paragraph  (b) of
                    Clause 8.3.

8.4       Claims under a Bank Guarantee
          (a)  The  Borrower  irrevocably  and  unconditionally  authorises  the
               Issuing  Bank to pay any claim made or purported to be made under
               the Bank Guarantee  requested by it and which appears on its face
               to be in order (a "claim").

          (b)  The Borrower shall immediately on demand pay to the Agent for the
               Issuing Bank an amount equal to the amount of any claim under the
               Bank Guarantee.

          (c)  The Borrower acknowledges that the Issuing Bank:

               (i)  is not  obliged to carry out any  investigation  or seek any
                    confirmation  from any other person  before  paying a claim;
                    and

               (ii) deals in documents  only and will not be concerned  with the
                    legality  of a claim or any  underlying  transaction  or any
                    available  set-off,  counterclaim  or other  defence  of any
                    person.

          (d)  The  obligations  of the  Borrower  under this Clause will not be
               affected by:

               (i)  the sufficiency, accuracy or genuineness of any claim or any
                    other document; or

               (ii) any  incapacity  of, or  limitation  on the  powers  of, any
                    person signing a claim or other document.

8.5       Indemnities
          (a)  The Borrower shall  immediately  on demand  indemnify the Issuing
               Bank against any cost, loss or liability  incurred by the Issuing
               Bank  (otherwise  than by  reason  of the  Issuing  Bank's  gross
               negligence  or wilful  misconduct  or to the extent  that a cost,
               loss or liability for or on account of Tax is compensated  for by
               a payment  under Clause  15.3(a) (or would have been  compensated
               for by such a payment but was not so  compensated  solely because
               one or more of the  exclusions  in Clause  15.3(b)  applied))  in
               acting as the Issuing Bank under the Bank Guarantee.

                                      -23-

          (b)  Each  Lender  shall  (according  to  its  Guarantee   Proportion)
               immediately  on demand  indemnify  the Issuing  Bank  against any
               cost,  loss or liability  incurred by the Issuing Bank (otherwise
               than by reason of the Issuing  Bank's gross  negligence or wilful
               misconduct)  in  acting  as  the  Issuing  Bank  under  the  Bank
               Guarantee  (unless the Issuing  Bank has been  reimbursed  by the
               Borrower pursuant to a Finance Document).

          (c)  The Borrower shall immediately on demand reimburse any Lender for
               any  payment it makes to the  Issuing  Bank under this Clause 8.5
               (Indemnities) in respect of the Bank Guarantee.

          (d)  The  obligations  of each Lender under this Clause are continuing
               obligations  and will  extend  to the  ultimate  balance  of sums
               payable  by  that  Lender  in  respect  of  the  Bank  Guarantee,
               regardless of any  intermediate  payment or discharge in whole or
               in part.

          (e)  The  obligations of any Lender or the Borrower under this Clause
               will not be affected by any act, omission, matter or thing which,
               but for this Clause,  would  reduce,  release or prejudice any of
               its  obligations  under  this  Clause  (without  limitation  and
               whether or not known to it or any other person) including:

          (i)  any time,  waiver or consent granted to, or composition with, the
               Borrower,  any  beneficiary  under  the Bank  Guarantee  or other
               person;

          (ii) the release of the  Borrower or any other  person under the terms
               of any composition or arrangement;

          (iii) 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, the  Borrower,  any
               beneficiary  under  the Bank  Guarantee  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;

          (iv) any incapacity or lack of power,  authority or legal  personality
               of or  dissolution  or  change  in the  members  or status of the
               Borrower,  any beneficiary  under the Bank Guarantee or any other
               person;

          (v)  any amendment  (however  fundamental) or replacement of a Finance
               Document, the Bank Guarantee or any other document or security;

          (vi) any unenforceability,  illegality or invalidity of any obligation
               of any person under any Finance  Document,  the Bank Guarantee or
               any other document or security; or

                                      -24-

          (vii) any insolvency or similar proceedings.

8.6       Rights of contribution
          The  Borrower  will not be  entitled to any right of  contribution  or
          indemnity from any Finance Party in respect of any payment it may make
          under this Clause 8.

8.7       Role of the Issuing Bank
          (a)  Nothing  in this  Agreement  constitutes  the  Issuing  Bank as a
               trustee or fiduciary of any other person.

          (b)  The Issuing  Bank shall not be bound to account to any Lender for
               any sum or the profit  element of any sum  received by it for its
               own account.

          (c)  The  Issuing  Bank may accept  deposits  from,  lend money to and
               generally  engage in any kind of banking or other  business  with
               any member of the Group.

          (d)  The Issuing Bank may rely on:

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

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

          (e)  The Issuing  Bank may  engage,  pay for and rely on the advice or
               services of any lawyers, accountants, surveyors or other experts.

          (f)  The Issuing  Bank may act in  relation  to the Finance  Documents
               through its personnel and agents.

          (g)  The Issuing Bank is not responsible for:

               (i)  the   adequacy,   accuracy   and/or   completeness   of  any
                    information (whether oral or written) provided by the Agent,
                    any Party (including  itself),  or any other person under or
                    in connection with any Finance  Document,  the  transactions
                    contemplated   by  the  Finance   Documents   or  any  other
                    agreement,  arrangement  or document  entered into,  made or
                    executed in anticipation of, under or in connection with any
                    Finance Document; or

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

8.8       Exclusion of liability
          (a)  Without  limiting  paragraph (b) below, the Issuing Bank will not
               be liable for any action taken by it under or in connection  with
               any  Finance  Document,  unless  directly  caused  by  its  gross
               negligence or wilful misconduct.

          (b)  No Party (other than the Issuing  Bank) may take any  proceedings
               against any  officer,  employee  or agent of the Issuing  Bank in
               respect of any claim it might have against the Issuing Bank or in
               respect  of any act or  omission  of any  kind  by that  officer,
               employee or agent in relation to any Finance Document.

                                      -25-

8.9       Credit appraisal by the Lenders
          Without  affecting the  responsibility of the Borrower for information
          supplied  by it or on  its  behalf  in  connection  with  any  Finance
          Document,  each Lender  confirms to the Issuing Bank that it has been,
          and  will  continue  to be,  solely  responsible  for  making  its own
          independent  appraisal and investigation of all risks arising under or
          in connection with any Finance Document, including but not limited to,
          those  listed  in  paragraphs (a)  to  (d)  of  Clause 27.15   (Credit
          appraisal by the Lenders).

8.10      Address for notices
          The address and fax number (and the department or officer, if any, for
          whose attention the  communication  is to be made) of the Issuing Bank
          for any  communication or document to be made or delivered under or in
          connection  with the Finance  Documents is that notified in writing to
          the  Agent  prior  to the  date of this  Agreement  or any  substitute
          address or fax number or department or officer as the Issuing Bank may
          notify to the Agent by not less than five Business Days' notice.

8.11      Amendments and Waivers
          Notwithstanding any other provision of this Agreement, an amendment or
          waiver which relates to the rights or  obligations of the Issuing Bank
          may not be effected without the consent of the Issuing Bank.

                                      -26-




                                    SECTION 4
                     REPAYMENT, PREPAYMENT AND CANCELLATION

9.        REPAYMENT

9.1       The Borrower shall repay each Loan on the last day of its Interest
          Period.

9.2       If not otherwise  repaid and unless all the Lenders and the Issuing
          Bank in their absolute  discretion  otherwise  agree,  the Borrower
          will repay each Bank Guarantee on the Termination Date by providing
          cash cover.

10.       PREPAYMENT AND CANCELLATION

10.1      Illegality

          (a)  If,  at  any  time,  it  is  or  will  become   unlawful  in  any
               jurisdiction  for a Lender to perform any of its  obligations  as
               contemplated  by this Agreement or to fund its  participation  in
               any Utilisation:

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

               (ii) upon the Agent  notifying  the Borrower,  the  Commitment of
                    that Lender will be immediately cancelled; and

               (iii)the Borrower shall repay that Lender's participation in the
                    Utilisation  made  to it on the  last  day  of the  Interest
                    Period for each  Utilisation  occurring  after the Agent has
                    notified the Borrower or, if earlier,  the date specified by
                    the Lender in the notice  delivered  to the Agent  (being no
                    earlier  than the last day of any  applicable  grace  period
                    permitted by law).

          (b)  If at any time,  it is or will  become  unlawful  for the Issuing
               Bank to issue or leave outstanding the Bank Guarantee the Issuing
               Bank shall promptly  notify the Agent upon becoming aware of that
               event and upon the Agent  notifying  the  Borrower,  the Facility
               shall  cease  to  become  available  for the  issue  of the  Bank
               Guarantee.

10.2      Change of control
          (a)  If a group of persons who at the date hereof do not have  control
               of the Borrower, acting in concert gains control of the Borrower:

               (i)  the Borrower shall  promptly  notify the Agent upon becoming
                    aware of that event;

               (ii) the Borrower and the Lenders  shall  immediately  enter into
                    negotiations  for a period  of not more  than 60 days with a
                    view to agreeing  whether the Facility  shall continue to be
                    made available and whether any amendment is required;

               (iii) if no such  agreement is reached  within such 60 day period
                    then:

                    (A)  any  Lender by notice to the Agent and to the  Borrower
                         may  cancel  its  Commitment  and  on  receipt  by  the
                         Borrower  of  such  a  notice,   the   Borrower   shall
                         immediately  repay that Lender's  participation  in the
                         Utilisation; and

                                      -27-

                    (B)  if the Majority Lenders so require, the Agent shall, by
                         not less than 30 days  notice to the  Borrower,  cancel
                         the Facility and declare all outstanding  Utilisations,
                         together with accrued  interest,  and all other amounts
                         accrued under the Finance Documents immediately due and
                         payable,  whereupon  the Facility will be cancelled and
                         all such  outstanding  amounts will become  immediately
                         due and payable.

          (b)  For the purpose of paragraph (a) above "control" means:

               (i)  the power  (whether by way of  ownership  of shares,  proxy,
                    contract, agency or otherwise) to:

                    (A)  cast,  or control the casting of, more than one-half of
                         the  maximum  number of votes  that  might be cast at a
                         general meeting of the Borrower; or

                    (B)  appoint  or  remove  all,  or  the  majority,   of  the
                         directors or other equivalent officers of the Borrower;
                         or

                    (C)  give  directions  with  respect  to the  operating  and
                         financial  policies of the Borrower which the directors
                         or  other  equivalent  officers  of  the  Borrower  are
                         obliged to comply with; or

               (ii) the  holding  of more  than  one-half  of the  issued  share
                    capital of the Borrower  (excluding  any part of that issued
                    share capital that carries no right to participate  beyond a
                    specified  amount in a  distribution  of either  profits  or
                    capital).

               (iii)For the purpose of paragraph  (a) above "acting in concert"
                    means a group of persons  who,  pursuant to an  agreement or
                    understanding   (whether   formal  or  informal),   actively
                    co-operate,  through the acquisition by any of them,  either
                    directly or indirectly of shares in the Borrower,  to obtain
                    or consolidate control of the Borrower.

10.3      Voluntary cancellation
          The  Borrower  may, if it gives the Agent not less than five  Business
          Days' (or such shorter period as the Majority Lenders may agree) prior
          notice,  cancel  the  whole or any part  (being a  minimum  amount  of
          EUR1,000,000) of the Available  Facility.  Any cancellation under this
          Clause 10.3 shall reduce the Commitments of the Lenders rateably.

10.4      Voluntary prepayment of Utilisations
          The  Borrower  may, if it gives the Agent not less than five  Business
          Days' (or such shorter period as the Majority Lenders may agree) prior
          notice,  prepay  the whole or any part of a  Utilisation  (but,  if in
          part,  being an amount that  reduces the Base  Currency  Amount of the
          Utilisation by a minimum amount of EUR1,000,000).

                                      -28-

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

          (a)  If:

               (i)  any sum  payable to any Lender by the  Borrower  is, or will
                    be,  required to be increased  under paragraph (d) of Clause
                    15.2 (Tax gross-up); or

               (ii) any Lender claims  indemnification  from the Borrower  under
                    Clause  15.3  (Tax  indemnity)  or  Clause  16.1  (Increased
                    costs),

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

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

          (c)  On the last day of each  Interest  Period  which  ends  after the
               Borrower  has given  notice  under  paragraph  (a) above (or,  if
               earlier,  the date specified by the Borrower in that notice), the
               Borrower  shall  repay  that  Lender's   participation   in  that
               Utilisation.

10.6      Restrictions
          (a)  Any notice of cancellation or prepayment given by any Party under
               this  Clause  10.6 shall be  irrevocable  and,  unless a contrary
               indication  appears in this Agreement,  shall specify the date or
               dates upon which the relevant cancellation or prepayment is to be
               made and the amount of that cancellation or prepayment.

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

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

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

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

          (f)  If the Agent  receives a notice  under this  Clause 10.6 it shall
               promptly  forward a copy of that  notice to the  Borrower  or the
               affected Lender, as appropriate.

                                      -29-


                                    SECTION 5
                              COSTS OF UTILISATION

11.       INTEREST

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

          (a)  Margin;

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

          (c)  Mandatory Cost, if any.

11.2      Payment of interest
          The Borrower  shall pay accrued  interest on that Loan on the last day
          of each Interest  Period,  (and, if the Interest Period is longer than
          six  Months,  on the dates  falling at six Month  intervals  after the
          first day of the Interest Period).

11.3      Default interest
          (a)  If the  Borrower  fails to pay any  amount  payable by it under a
               Finance  Document on its due date,  interest  shall accrue on the
               overdue amount from the due date up to the date of actual payment
               (both before and after  judgment) at a rate one per cent.  higher
               than the rate which would have been payable if the overdue amount
               had, during the period of non-payment,  constituted a Loan in the
               currency of the overdue amount for successive  Interest  Periods,
               each of a duration selected by the Agent (acting reasonably). Any
               interest  accruing  under this Clause  11.3 shall be  immediately
               payable by the Borrower on demand by the Agent.

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

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

12.       INTEREST PERIODS

12.1      Selection of Interest Periods
          (a)  Each Loan shall have an Interest  Period  which  commences on the
               Utilisation Date and ends on the first Quarter Date to fall after
               the relevant  Utilisation  Date  provided that if as a result any
               Loan  would  have an  Interest  Period  of less  than one  week's
               duration  the  Interest  Period  for such  Loan  shall end on the
               second Quarter Date falling after the relevant Utilisation Date.

          (b)  An  Interest  Period  for a Loan  shall  not  extend  beyond  the
               Termination Date.

          (c)  A Loan has one Interest Period only.

                                      -30-

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

13.       CHANGES TO THE CALCULATION OF INTEREST

13.1      Absence of quotations
          Subject  to  Clause  13.2  (Market   disruption),   if  LIBOR  or,  if
          applicable,  EURIBOR is to be determined by reference to the Reference
          Banks  but a  Reference  Bank  does  not  supply  a  quotation  by the
          Specified Time on the Quotation  Day, the applicable  LIBOR or EURIBOR
          shall be  determined  on the basis of the  quotations of the remaining
          Reference Banks.

13.2      Market disruption
          (a)  If a Market Disruption Event occurs in relation to a Loan for any
               Interest Period, then the rate of interest on each Lender's share
               of that Loan for the Interest  Period shall be the rate per annum
               which is the sum of:

               (i)  the Margin;

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

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

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

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

               (ii) before close of business in London on the  Quotation Day for
                    the   relevant   Interest   Period,   the   Agent   receives
                    notifications from a Lender or Lenders (whose participations
                    in a Loan exceed 40 per cent. of that Loan) that the cost to
                    it of obtaining  matching deposits in the Relevant Interbank
                    Market  would be in  excess  of  LIBOR  or,  if  applicable,
                    EURIBOR.

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

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

                                      -31-


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

          (b)  Each Lender  shall,  as soon as  reasonably  practicable  after a
               demand by the Agent, provide a certificate  confirming the amount
               of its Break Costs for any Interest Period in which they accrue.

14.       FEES

14.1      Commitment fee
          (a)  The  Borrower  shall pay to the Agent  (for the  account  of each
               Lender) a fee in the Base  Currency  computed at the rate of 0.60
               per cent. per annum on that Lender's Available Commitment for the
               Availability Period.

          (b)  The  accrued  commitment  fee is  payable on the last day of each
               successive   period  of  three   Months  which  ends  during  the
               Availability  Period, on the last day of the Availability  Period
               and on the cancelled amount of the relevant  Lender's  Commitment
               at the time the cancellation is effective, provided that, for the
               purpose of calculating  this fee only,  each Lender's  Commitment
               shall be deemed to have  increased  on 30 June  2006  pursuant to
               paragraph  (b)  of  Clause  2.3  (Facility  Increase)  as if  the
               Facility  Increase had occurred on that date,  whether or not the
               Facility  Increase  has  occurred  pursuant to  paragraph  (a) of
               Clause 2.3 (Facility Increase).

14.2      Utilisation Fee
          (a)  The  Borrower  shall pay to the Agent  (for the  account  of each
               Lender)  a  utilisation  fee in the  Base  Currency  computed  as
               follows:

               (i)  0.25% per annum on the aggregate Base Currency Amount of the
                    Utilisations  outstanding  hereunder  for  each day on which
                    they are equal to or greater than 50%, but less than 75%, of
                    the Total Commitments; and

                    (ii) 0.50% per annum on the aggregate  Base Currency  Amount
                         of the Utilisations  outstanding hereunder for each day
                         on which they are equal to or  greater  than 75% of the
                         Total Commitments.

               provided that, for these  purposes,  the Base Currency  Amount of
               the Utilisations in respect of the SVG Diamond Bank Guarantee or,
               as the case may be, the SVG Diamond  Bank  Guarantee  II shall be
               deemed to be equal to the then Current  Outstanding Amount or, as
               the case  may be,  the  Current  Outstanding  Amount  II less the
               amount of cash cover (if any) provided by the Borrower in respect
               of all or any part of such Bank  Guarantee and for these purposes
               the Base Currency  Amount of the  Utilisations  in respect of any
               Further Diamond Bank Guarantee shall be deemed to be equal to the
               then  Further  Current  Outstanding  Amount  (as  defined  in the
               Further  Diamond Bank Guarantee  Letter  relating to such Further
               Diamond  Bank  Guarantee)  less the amount of cash cover (if any)
               provided  by the  Borrower  in respect of all or any part of such
               Further Diamond Bank Guarantee.

                                      -32-

          (b)  The accrued  utilisation  fee, if any, shall be payable in arrear
               on the last day of each  successive  period of three months which
               ends  after  the date of this  Agreement  and on the  Termination
               Date.

14.3      Participation Fee
          The Borrower shall pay a participation fee to each Joint Lead Arranger
          in the amount  and at the times  agreed in the  applicable  Fee Letter
          between the Borrower and such Joint Lead Arranger.

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

                                      -33-






                                    SECTION 6
                         ADDITIONAL PAYMENT OBLIGATIONS

15.       TAX GROSS UP AND INDEMNITIES

15.1      Definitions
          (a)  In this Clause 15:

               "Protected  Party" means a Finance Party which is or will be, for
               or on account of Tax,  subject to any  liability  or  required to
               make any payment in relation to a sum received or receivable  (or
               any  sum  deemed  for  the  purposes  of  Tax to be  received  or
               receivable) under a Finance Document.

               "Qualifying  Lender"  means a Lender which (on the date a payment
               falls due) is within the charge to United Kingdom corporation tax
               in respect of, and is beneficially  entitled to, that payment and
               is  receiving  that  payment in  respect of an advance  made by a
               person that was a bank (as defined for the purpose of section 349
               of the Taxes Act in  section  840A of the Taxes  Act) at the time
               that advance was made.

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

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

               "Tax Payment" means an increased  payment made by the Borrower to
               a Finance  Party under  Clause 15.2 (Tax  gross-up)  or a payment
               under Clause 15.3 (Tax indemnity).

          (b)  In this Clause 15 a reference  to  "determines"  or  "determined"
               means a  determination  made in the  absolute  discretion  of the
               person making the determination.

15.2      Tax gross-up
          (a)  The Borrower shall make all payments to be made by it without any
               Tax Deduction, unless a Tax Deduction is required by law.

          (b)  Each  Lender  represents  and  warrants  as at the  date  of this
               Agreement  (or at the date on which  it  becomes  a party to this
               Agreement)  to the Borrower  that were a payment  under a Finance
               Document  to be made to it on such date it would be a  Qualifying
               Lender. This representation shall be deemed to be repeated on the
               first day of each  Interest  Period by reference to such day. The
               Borrower  may  request  a  Lender  to  confirm  its  status  as a
               Qualifying   Lender.   Each   Lender   agrees  to  provide   such
               confirmation as soon as reasonably practicable.

          (c)  The Borrower or a Lender shall  promptly upon becoming aware that
               the  Borrower  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. If the Agent receives such notification from a
               Lender it shall notify the Borrower.

                                      -34-

          (d)  If a Tax  Deduction is required by law to be made by the Borrower
               in one of the  circumstances  set out in paragraph (e) below, the
               amount of the payment due from the Borrower 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.

          (e)  The circumstances  referred to in paragraph (d) above are where a
               person entitled to the payment:

               (i)  is the Agent or a Joint Lead  Arranger  (in its  capacity as
                    such); or

               (ii) is a Qualifying Lender; or

               (iii)is a Lender  which is not or has ceased to be a  Qualifying
                    Lender to the extent that this altered  status  results from
                    any change  after the date on which it became a Lender under
                    this  Agreement  in  (or  in  the  official  interpretation,
                    administration,  or  official  application  of)  any  United
                    Kingdom  law  or  any   published   practice  or   published
                    concession of any United Kingdom taxing authority.

          (f)  If the Borrower is required to make a Tax Deduction, the Borrower
               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.

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

15.3      Tax indemnity
          (a)  The Borrower  shall (within three  Business Days of demand by the
               Agent)  pay to a  Protected  Party an  amount  equal to the loss,
               liability or cost which that Protected  Party  determines will be
               or has been (directly or  indirectly)  suffered for or on account
               of Tax by that  Protected  Party  on or by  reference  to any sum
               payable or deemed payable to or by it 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,

                                      -35-

                         if that Tax is imposed on or  calculated  by  reference
                         to the net income, profits or gains of that Finance
                         Party; or

               (ii) to  the  extent  that  the  loss,   liability   or  cost  is
                    attributable  to a Tax Deduction  required by law to be made
                    by the  Borrower  and in relation to which the  Borrower has
                    complied with its  obligations,  if any, in relation to that
                    Tax Deduction under the provisions of Clause 15.2(d) above.

          (c)  A Protected Party making,  or intending to make, a claim pursuant
               to  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 Borrower.

          (d)  A Protected Party shall, on receiving a payment from the Borrower
               under this Clause 15.3, notify the Agent.

15.4      Tax Credit
          If the  Borrower  makes a Tax Payment and the relevant  Finance  Party
          determines that:

          (a)  a Tax Credit is attributable 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  Borrower  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 circumstances
          giving rise to the Tax Payment not occurred.

15.5      Stamp taxes
          The  Borrower  shall pay and,  within three  Business  Days of demand,
          indemnify each Finance Party against any cost,  loss or liability that
          Finance Party incurs in relation to all stamp duty,  registration  and
          other similar Taxes payable in respect of any Finance Document but not
          for the  avoidance  of doubt in respect of any  transfer  of a Finance
          Party's rights under a Finance Document.

15.6      Value added tax
          (a)  All  consideration  payable  under  a  Finance  Document  by  the
               Borrower to a Finance Party shall be deemed to be exclusive of an
               amount in respect of any VAT. If VAT is  chargeable in respect of
               any such  consideration,  upon receipt of an invoice the Borrower
               shall  pay to the  Finance  Party  (in  addition  to  paying  the
               consideration) an amount equal to the amount of the VAT.

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

                                      -36-

16.       INCREASED COSTS

16.1      Increased costs
          (a)  Subject to Clause 16.3  (Exceptions)  the Borrower shall,  within
               three Business Days of a demand by the Agent, pay for the account
               of a Finance Party the amount of any Increased  Costs incurred by
               that Finance  Party or any of its  Affiliates  as a result of (i)
               the introduction of or any change in (or in the interpretation or
               application of) any law or regulation or (ii) compliance with any
               law or regulation made after the date of this Agreement.

          (b)  In this Agreement "Increased Costs" means:

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

               (ii) an additional or increased cost; or

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

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

16.2      Increased cost claims
          (a)  A Finance Party intending to make a claim pursuant to Clause 16.1
               (Increased costs) shall notify the Agent of the event giving rise
               to the claim, following which the Agent shall promptly notify the
               Borrower.

          (b)  Each Finance Party shall,  as soon as practicable  after a demand
               by the Agent, provide a certificate  confirming the amount of its
               Increased Costs.

16.3      Exceptions

          (a)  Clause  16.1  (Increased  costs) does not apply to the extent any
               Increased Cost is:

               (i)  Tax on the net profits, income or gains of a Finance Party;

               (ii) attributable  to a Tax Deduction  required by law to be made
                    by the Borrower;

               (iii)compensated  for by Clause 15.3 (Tax  indemnity)  (or would
                    have been  compensated for under Clause 15.3 (Tax indemnity)
                    but  was  not  so  compensated  solely  because  one  of the
                    exclusions   in  paragraph   15.3(b)  of  Clause  15.3  (Tax
                    indemnity) applied);

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

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

          (b)  In this Clause  16.3, a reference  to a "Tax  Deduction"  has the
               same meaning given to the term in Clause 15.1 (Definitions).

                                      -37-


17.       OTHER INDEMNITIES

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

               (i)  making or filing a claim or proof against the Borrower;

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

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

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

17.2      Other indemnities
          The Borrower  shall,  within three Business Days of demand,  indemnify
          each Lender against any cost, loss or liability  properly  incurred by
          that Lender as a result of:

          (a)  the occurrence of any Event of Default;

          (b)  a failure by the  Borrower  to pay any amount due under a Finance
               Document on its due date, including without limitation, any cost,
               loss or liability arising as a result of Clause 29 (Sharing among
               the Lenders);

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

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

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

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

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

                                      -38-

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

18.       MITIGATION BY THE LENDERS
18.1      Mitigation
          (a)  Each Finance Party shall, in consultation with the Borrower, take
               all reasonable  steps to mitigate any  circumstances  which arise
               and which would result in any amount  becoming  payable under, or
               cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 15
               (Tax Gross-Up and  Indemnities)  or Clause 16  (Increased  costs)
               including  (but not  limited  to)  transferring  its  rights  and
               obligations  under the Finance  Documents to another Affiliate or
               Facility Office.

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

18.2      Limitation of liability
          (a)  The Borrower shall indemnify each Finance Party for all costs and
               expenses reasonably incurred by that Finance Party as a result of
               steps taken by it under Clause 18.1 (Mitigation).

          (b)  A Finance  Party is not  obliged to take any steps  under  Clause
               18.1  (Mitigation)  if,  in the  opinion  of that  Finance  Party
               (acting reasonably), to do so might be prejudicial to it.

19.       COSTS AND EXPENSES

19.1      Transaction expenses
          The Borrower shall promptly on demand pay the Agent and the Joint Lead
          Arrangers the amount of all costs and expenses  (including legal fees)
          reasonably incurred by any of them in connection with the negotiation,
          preparation, printing and execution of:

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

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

19.2      Amendment costs
          If (a) the Borrower requests an amendment, waiver or consent or (b) an
          amendment is required  pursuant to Clause 30.9  (Change of  currency),
          the Borrower  shall,  within three Business Days of demand,  reimburse
          the Agent for the amount of all costs and  expenses  (including  legal
          fees) reasonably  incurred by the Agent in responding to,  evaluating,
          negotiating or complying with that request or requirement.

19.3      Enforcement costs
          The Borrower shall,  within three Business Days of demand, pay to each
          Finance  Party the amount of all costs and expenses  (including  legal
          fees)   incurred  by  that  Finance  Party  in  connection   with  the
          enforcement of, or the  preservation of any rights under,  any Finance
          Document.

                                      -39-



                                    SECTION 7
               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.       REPRESENTATIONS

          The Borrower makes the  representations and warranties set out in this
          Clause 20 to each Finance Party on the date of this Agreement.

20.1      Status
          (a)  It is a corporation duly  incorporated and validly existing under
               the law of its jurisdiction of incorporation.

          (b)  It and each of its Subsidiaries (other than, for the avoidance of
               doubt,  Investee  Companies)  has the power to own its assets and
               carry on its business as it is being conducted.

20.2      Binding obligations
          The obligations expressed to be assumed by it in each Finance Document
          are,  subject to any general  principles of law as at the date of this
          Agreement limiting its obligations which are specifically  referred to
          in any legal opinion  delivered  pursuant to Clause 4  (Conditions  of
          Utilisation), legal, valid, binding and enforceable obligations.

20.3      Non-conflict with other obligations
          The  entry  into  and  performance  by it  of,  and  the  transactions
          contemplated  by, the Finance  Documents to which it is a party do not
          and will not conflict with:

          (a)  any law or regulation applicable to it;

          (b)  its constitutional documents; or

          (c)  any agreement or instrument binding upon it or any of its assets.

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

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

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

          (b)  to make the Finance  Documents to which it is a party  admissible
               in  evidence  in its  jurisdiction  of  incorporation  have  been
               obtained or effected and are in full force and effect.

20.6      Governing law and enforcement
          (a)  The choice of English  law as the  governing  law of the  Finance
               Documents will be recognised and enforced in its  jurisdiction of
               incorporation.

                                      -40-

          (b)  Any  judgment  obtained  in  England  in  relation  to a  Finance
               Document will be recognised and enforced in its  jurisdiction  of
               incorporation.

20.7      Deduction of Tax
          It is not required under the law of its  jurisdiction of incorporation
          to make any deduction for or on account of Tax from any payment it may
          make to a Qualifying Lender under any Finance Document.

20.8      No filing or stamp taxes
          Under the law of its jurisdiction of incorporation it is not necessary
          that the Finance  Documents  be filed,  recorded or enrolled  with any
          court or  other  authority  in that  jurisdiction  or that any  stamp,
          registration  or similar  Tax be paid on or in relation to the Finance
          Documents or the transactions contemplated by the Finance Documents.

20.9      No default
          (a)  No Event of Default is continuing or might reasonably be expected
               to result from the making of any Utilisation.

          (b)  No other event or circumstance is outstanding which constitutes a
               default under any other agreement or instrument  which is binding
               on it or any of its Subsidiaries  (other than Investee Companies)
               or to  which  its  (or its  Subsidiaries'  (other  than  Investee
               Companies'))  assets  are  subject  which  might  have a Material
               Adverse Effect.

20.10     No misleading information
          All written information supplied by the Borrower is true, complete and
          accurate in all  material  respects as at the date it was given and at
          such date was not misleading in any material respect.

20.11     Financial statements
          (a)  Its Original  Financial  Statements  were  prepared in accordance
               with GAAP consistently applied.

          (b)  Its  Original   Financial   Statements   fairly   represent   the
               consolidated  financial  condition  and  operations  of the Group
               during the relevant financial year or half-year.

          (c)  There has been no  material  adverse  change in its  business  or
               financial  condition (or the business or  consolidated  financial
               condition  of the  Group)  since the date to which  the  Original
               Financial Statements were drawn up.

20.12     Pari passu ranking
          Its payment obligations under the Finance Documents rank at least pari
          passu with the claims of all its other  unsecured  and  unsubordinated
          creditors,   except  for  obligations  mandatorily  preferred  by  law
          applying to companies generally.

20.13     No proceedings pending or threatened
          No litigation,  arbitration or administrative proceedings of or before
          any court, arbitral body or agency which have a reasonable prospect of
          being  adversely  determined  and,  if  adversely  determined,   might
          reasonably be expected to have a Material  Adverse Effect have (to the
          best of its knowledge  and belief) been started or threatened  against
          it or any of its Subsidiaries (other than any Investee Company).

                                      -41-

20.14     Repetition
          The  Repeating  Representations  are deemed to be made by the Borrower
          (by  reference to the facts and  circumstances  then  existing) on the
          date of each  Utilisation  Request and the first day of each  Interest
          Period and in the case of Clause 20.9 (No  default)  and Clause  20.13
          (No proceedings pending or threatened) such  representations  shall be
          deemed made as if paragraph (a) of the definition of "Material Adverse
          Effect" had been deleted.

21.       INFORMATION UNDERTAKINGS

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

21.1      Financial statements
          The Borrower  shall supply to the Agent in  sufficient  copies for all
          the Lenders:

          (a)  as soon as the same become available, but in any event within 180
               days  after the end of each of its  financial  years its  audited
               consolidated financial statements for that financial year;

          (b)  as soon as the same become available,  but in any event within 90
               days  after the end of each half of each of its  financial  years
               its  consolidated  financial  statements  for that financial half
               year; and

          (c)  monthly management  valuations of the investment portfolio on the
               basis  agreed in writing with the Joint Lead  Arrangers  prior to
               the  date  hereof  and  monthly   details  of  its  then  current
               liabilities.

21.2      Compliance Certificate and Management Portfolio Valuations
          (a)  The Borrower  shall supply to the Agent,  on the last day of each
               quarter  of each of its  financial  years  and  with  each set of
               financial  statements  delivered pursuant to paragraph (a) or (b)
               of Clause 21.1  (Financial  statements) a Compliance  Certificate
               setting out (in reasonable detail)  computations as to compliance
               with Clause 22  (Financial  Covenants) as at such date or, as the
               case may be, the date as at which those financial statements were
               drawn up and setting out the  management  portfolio  valuation of
               the investment portfolio pursuant to paragraph (c) of Clause 21.1
               (Financial  statements),  or the valuation determined pursuant to
               Clause 22.4  (Valuation)  as at the end of the first half of each
               financial year or the end of each financial year, as the case may
               be.

          (b)  Each  Compliance  Certificate  shall  be  signed  by the  company
               secretary and the Chief Financial Officer of the Borrower.

          (c)  If the  Majority  Lenders  believe  in good  faith  and  based on
               reasonable grounds that any financial  statements or calculations
               provided  pursuant to this Clause 21 are inaccurate or incomplete
               the Agent may seek  verification of such financial  statements or
               calculations from the Borrower's auditors. The costs and expenses
               of any such action shall be for the account of the Borrower.  The
               Agent may not seek such  verification  unless  there are  amounts
               outstanding  under this  Agreement or a  Utilisation  Request has
               been delivered to the Agent.

                                      -42-


21.3      Requirements as to financial statements

          (a)  Each set of  financial  statements  delivered  pursuant to Clause
               21.1 (Financial  statements)  shall be certified by a director of
               the Borrower as fairly representing its financial condition as at
               the date as at which those financial statements were drawn up.

          (b)

               (i)  The  Borrower  shall  procure  that  each  set of  financial
                    statements  delivered  pursuant  to Clause  21.1  (Financial
                    statements) is prepared using GAAP and accounting  practices
                    and  financial   reference  periods  consistent  with  those
                    applied  in  the  preparation  of  the  Original   Financial
                    Statements for the Borrower  unless,  in relation to any set
                    of  financial  statements,  it notifies the Agent that there
                    has been a change  in GAAP or the  accounting  practices  or
                    reference periods and its auditors deliver to the Agent:

                    (A)  a  description  of  any  change   necessary  for  those
                         financial  statements  to reflect the GAAP,  accounting
                         practices  and  reference  periods  upon which that its
                         Original Financial Statements were prepared; and

                    (B)  sufficient information, in form and substance as may be
                         reasonably required by the Agent, to enable the Lenders
                         to determine  whether  Clause 22 (Financial  Covenants)
                         has been complied with and make an accurate  comparison
                         between  the  financial  position  indicated  in  those
                         financial   statements   and  the  Original   Financial
                         Statements.

               (ii) If the Borrower notifies the Agent of a change in accordance
                    with  paragraph  (i) above then the  Borrower  and the Agent
                    shall enter into  negotiations  in good faith with a view to
                    agreeing:

                    (A)  whether or not the change  might result in any material
                         alteration in the commercial effect of any of the terms
                         of this Agreement; and

                    (B)  if so, any  amendments to this  Agreement  which may be
                         necessary  to ensure that the change does not result in
                         any material  alteration  in the  commercial  effect of
                         those terms,

                    and if any  amendments are agreed they shall take effect and
                    be binding on each of the Parties in  accordance  with their
                    terms.

               Any  reference in this  Agreement to those  financial  statements
               shall be construed as a reference to those  financial  statements
               as  adjusted  to  reflect  the  basis  upon  which  the  Original
               Financial Statements were prepared.

                                      -43-

21.4      Information: miscellaneous
          The Borrower shall supply to the Agent (in  sufficient  copies for all
          the Lenders, if the Agent so requests):

          (a)  all documents  dispatched by the Borrower to its  shareholders or
               its creditors generally at the same time as they are dispatched;

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

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

          (d)  details of the amount of any Callable  Subscription Monies or, as
               the case may be, the Callable  Subscription Monies II paid by the
               Borrower or of any disposals or other dealings by the Borrower in
               any PEI  Preferred  Equity  Shares  or,  as the case may be,  PEI
               Preferred Equity Shares II in respect of which there are Callable
               Subscription Monies or, as the case may be, Callable Subscription
               Monies  II  to  enable  the  Lenders  to  calculate  the  Current
               Outstanding Amount and the Current Outstanding Amount II; and

          (e)  in the event of any  Further  Diamond  Bank  Guarantee  is issued
               hereunder,  details of such  information as is required under the
               Further  Diamond  Bank  Guarantee  Letter  which  relates to such
               guarantee.

21.5      Notification of default
          (a)  The  Borrower  shall  notify  the Agent of any  Default  (and the
               steps,  if any,  being taken to remedy it) promptly upon becoming
               aware of its occurrence.

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

22.       FINANCIAL COVENANTS

22.1      Financial definitions
          In this Clause 22:

          "Cash and Cash Equivalents" means at any time:

          (a)  cash in hand or on deposit with an  acceptable  bank and which in
               either case is remittable to the United Kingdom;

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

          (c)  open market commercial paper:

                                      -44-

               (i)  for which a recognised trading market exists;

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

               (iii)which  has a credit  rating  of either  A-1 by  Standard  &
                    Poor's  Rating  Services,  a  division  of The  McGraw  Hill
                    Companies,  Inc. (or its successors) or Fitch IBCA, Inc. (or
                    its successors) or P-1 by Moody's  Investors  Service,  Inc.
                    (or its successors) or, if no rating is available in respect
                    of the commercial  paper, the issuer of which has in respect
                    of its long-term debt obligations, an equivalent rating;

          (d)  Sterling bills of exchange eligible for rediscount at the Bank of
               England and accepted by an acceptable bank; or

          (e)  United States treasury bills; or

          (f)  Euro denominated  debt securities  issued by the government of an
               acceptable member state of the European Union (for these purposes
               an  "acceptable  member  state" means any of the United  Kingdom,
               France, Germany, The Netherlands, Belgium, Spain, Italy, Ireland,
               Denmark and Sweden),

          in each case to which the  Borrower is  beneficially  entitled at that
          time.  An  "acceptable  bank"  means  any  of  the  Original  Lenders,
          Schroders & Co.  Limited,  ING Bank N.V. or any Affiliate of either of
          the foregoing or a commercial bank or trust company which has a rating
          of A or higher by Standard & Poor's Rating Services, a division of The
          McGraw Hill  Companies,  Inc. (or its  successors) or Fitch IBCA, Inc.
          (or its successors) or A2 or higher by Moody's Investors Service, Inc.
          (or its successors).

          "Consolidated Gross Borrowings" means at any time the aggregate amount
          of all obligations of the Group for or in respect of Indebtedness  for
          Borrowed Money but excluding any such  obligations to any other member
          of the Group (and so that no amount shall be included or excluded more
          than once) and any obligations  subordinated to the obligations of the
          Borrower  under the Finance  Documents  on terms  satisfactory  to the
          Agent  (acting on the  instructions  of the Majority  Lenders  (acting
          reasonably)).

          "Consolidated   Adjusted   Investment   Assets"   means   Consolidated
          Investment Assets less:

          (a)  the amount by which the value of an  investment by a fund (or any
               member of the  Group)  in any one  underlying  unquoted  Investee
               Company exceeds 15% of the Portfolio Value;

          (b)  the amount by which the value of an  investment by a fund (or any
               member of the Group) in any one underlying Investee Company which
               is  quoted  on  any  public  stock  exchange  exceeds  20% of the
               Portfolio Value;

          (c)  the  amount by which the value of the twenty  largest  underlying
               investments  in Investee  Companies  exceed 85% of the  Portfolio
               Value; and

          (d)  the Borrower's current liabilities.

                                      -45-


          For the  avoidance  of  doubt  the  value of the  investment  (or part
          thereof)  shall not be  deducted  from the  portfolio  value more than
          once.

          "Consolidated  Investment  Assets"  means  at any  time the sum of the
          value of the  Borrower's  investments in Permira Funds or other funds,
          or  held  directly  in  Investee  Companies  and  including,  for  the
          avoidance of doubt,  the  Borrower's  investment in the Platinum Trust
          but for the purpose of determining the value of the Borrower's holding
          in P123 this shall be calculated by  multiplying  the then most recent
          book  valuation of the  Borrower's  investment  in P123 by 66.67% (the
          resultant  figure being defined as the "P123 Adjusted Asset  Value")),
          all Cash and  Cash  Equivalents  held by the  Borrower  and all  other
          investments held by the Borrower and approved by the Agent (the latter
          being subject to a de minimus  requirement that the value thereof does
          not exceed 5% of total gross assets of the Borrower).

          "P123  Adjusted Asset Value" has the meaning given to such term in the
          definition of "Consolidated Investment Assets" in this Clause 22.1.

          "Portfolio  Value"  means the  amount of the  Consolidated  Investment
          Assets of the Borrower.

22.2      Financial condition
          The Borrower shall ensure that Consolidated Gross Borrowings shall not
          be more than 30% of  Consolidated  Adjusted  Investment  Assets at any
          time,

          provided  that,  the Borrower may on two separate and  non-consecutive
          occasions  for a period  each of 12 months  allow  Consolidated  Gross
          Borrowings to be greater than 30% of Consolidated  Adjusted Investment
          Assets,  provided that at no time shall  Consolidated Gross Borrowings
          be more than 40% of Consolidated Adjusted Investment Assets.

22.3      Financial testing
          The financial  covenant set out in Clause 22.2  (Financial  condition)
          above shall be tested by reference to each of the financial statements
          and/or each Compliance  Certificate  delivered pursuant to Clause 21.2
          (Compliance Certificate and Management Portfolio Valuations) above.

22.4      Valuation
          The value of each  Investee  Company shall be assessed (at the cost of
          the  Borrower)  on a  semi-annual  and annual  basis  according to the
          International  Private Equity and Venture Capital valuation guidelines
          published from time to time.

23.       GENERAL UNDERTAKINGS

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

23.1      Authorisations
          The Borrower shall promptly:

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

                                      -46-

          (b)  supply certified copies to the Agent of,

          any  Authorisation  required  under  any  law  or  regulation  of  its
          jurisdiction of  incorporation to enable it to perform its obligations
          under the  Finance  Documents  and to ensure the  legality,  validity,
          enforceability  or  admissibility  in evidence in its  jurisdiction of
          incorporation of any Finance Document.

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

23.3      Financial Indebtedness
          Neither  the  Borrower  nor any of its  Subsidiaries  shall  incur any
          Financial Indebtedness  (including,  without limitation,  guaranteeing
          any participating  loan notes or convertible bonds issued from time to
          time by P123) other than:

          (a)  unsecured  overdraft  facilities  with any Joint Lead Arranger or
               any  Affiliate of any Joint Lead  Arranger  which in aggregate do
               not exceed GBP1 million (or its equivalent in other currencies);

          (b)  Financial Indebtedness under the Private Placement;

          (c)  Financial  Indebtedness  which is subordinated to the obligations
               of the Borrower under the Finance Documents on terms satisfactory
               to the Agent (acting on the  instructions of the Majority Lenders
               (acting reasonably)); and

          (d)  any  Financial  Indebtedness  described in  paragraph  (g) of the
               definition  of "Financial  Indebtedness"  contained in Clause 1.1
               (Definitions)  incurred by the Borrower in accordance with Clause
               23.18 (Hedging).

23.4     Negative pledge
          (a)  The  Borrower  shall not create or permit to subsist any Security
               over any of its assets.

          (b)  The Borrower shall not:

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

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

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

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

                                      -47-

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

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

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

               (ii) any lien  arising by  operation  of law and in the  ordinary
                    course of trading;

               (iii)any set-off arising by operation of law;

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

               (v)  any  Security  created  by any  fund in which  the  Borrower
                    participates  over  its  holding  or  participation  in  any
                    Investee Company.

23.5      No Subsidiaries
          The Borrower will not allow to exist any Subsidiary other than:

          (a)  the Platinum Trust, SVG Advisers Limited, SVG North America Inc.,
               SVG Advisors Inc. and SVG Investment Managers Limited; and

          (b)  any future management or advisory companies formed or acquired to
               provide   management  or  advisory   services  to  the  companies
               comprising the Schroder  Ventures and/or Permira or Schroders plc
               or third parties,

          without the prior written approval of the Majority Lenders.

23.6      Disposals
          The Borrower shall not enter into a single  transaction or a series of
          transactions  (whether  related  or  not)  and  whether  voluntary  or
          involuntary to sell, lease, transfer or otherwise dispose of any asset
          other  than  for  full  consideration  on  arm's  length  terms in the
          ordinary  course of business  and in  accordance  with the  Investment
          Policy.

23.7      Merger
          The  Borrower  will not (and the  Borrower  shall ensure that no other
          member of the Group  will)  enter into any  amalgamation,  demerger or
          corporate reconstruction other than on a solvent basis.

23.8      Change of business
          The Borrower shall procure that no  substantial  change is made to the
          general  nature of the business of the Borrower or the Group from that
          carried on at the date of this Agreement except as contemplated by the
          Circular.

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

                                      -48-

23.10     Taxation
          The Borrower  shall duly and  punctually  pay and  discharge all Taxes
          imposed upon it or its assets within the time period  allowed  without
          incurring  penalties  (save to the  extent  that (i)  payment is being
          contested  in  good  faith  and  (ii)  adequate   reserves  are  being
          maintained for those Taxes).

23.11     Dividends
          Following a Default which is  continuing,  the Borrower shall not pay,
          make or declare any dividend or other  distribution  in respect of any
          financial  year save to the extent  required to maintain its status as
          an  investment  trust for Tax purposes  under section 842 of the Taxes
          Act.

23.12     Investment Adviser
          The  Borrower  shall  ensure  that  there is no change  of  Investment
          Adviser without the prior written consent of the Majority Lenders.

23.13     Further investments
          The Borrower will not enter into any  commitment to invest or make any
          investment in any new fund if  Consolidated  Gross  Borrowings  exceed
          thirty-five per cent. of Consolidated  Adjusted  Investment  Assets at
          any time provided that the Borrower  shall be entitled to make such an
          investment in such circumstances  where the Borrower was under a prior
          commitment to make such investment and at the time such commitment was
          entered into it was not reasonably foreseeable that Consolidated Gross
          Borrowings   would  exceed   thirty-five  per  cent.  of  Consolidated
          Adjustment Investment Assets at the time of investment.

23.14     Diverse Investments
          The Borrower will ensure that their investments in Investee  Companies
          will be held directly or indirectly through any fund in at least forty
          separate companies.

23.15     Investment in Permira Funds
          The Borrower  will ensure that,  at any time, at least sixty per cent.
          of Consolidated  Investment Assets less Cash and Cash Equivalents will
          be represented by investments in Permira Funds.

23.16     Investment Policy
          The  Borrower  shall  maintain the  Investment  Policy in all material
          respects.

23.17     Investment Trust status
          The  Borrower  will ensure that at all times it will be an  investment
          trust for Tax purposes under section 842 of the Taxes Act.

23.18     Hedging
          At any time when  amounts  outstanding  under  this  Agreement  exceed
          EUR 100,000,000  in aggregate,  the Borrower will (unless the Majority
          Lenders agree otherwise) enter into interest rate hedging arrangements
          in  respect of  interest  due  hereunder  on terms and in respect of a
          notional   principal   amount   satisfactory   to  the  Agent  (acting
          reasonably).

                                      -49-

23.19     Capital Structure of P123
          The  Borrower  will  ensure  that  no  change  occurs  to the  capital
          structure of P123 (the "P123  Capital  Structure")  which would have a
          material  adverse effect on the ability of the Borrower to perform its
          obligations  under the Finance  Documents.  The Parties agree that the
          changes to the P123  Capital  Structure  necessary to  facilitate  the
          Borrower or P123's investment in further Permira Funds discussed prior
          to the date of this Agreement will not have such an effect.

23.20     Condition Subsequent
          The Borrower shall ensure that it provides  evidence  satisfactory  to
          the Agent (acting reasonably) that either:

          (a)  the holders of the Bonds have consented to the Borrower borrowing
               in excess of EUR285,000,000 under this Agreement; or

          (b)  the Bonds  have been  redeemed  or  converted  to equity in their
               entirety,

          it being  acknowledged  by the Borrower  that until this  condition is
          satisfied the Facility  Increase cannot occur.  The consequence of the
          Borrower  failing to comply with the above  undertaking  shall be that
          the  Facility  Increase  cannot  occur  but  such  failure  shall  not
          constitute an Event of Default.

24.       EVENTS OF DEFAULT
          Each of the events or  circumstances  set out in this  Clause 24 is an
          Event of Default.

24.1      Non-payment
          The  Borrower  does not pay on the due date any amount of principal in
          excess of  EUR100,000  payable  pursuant to a Finance  Document at the
          place at and in the  currency in which it is  expressed  to be payable
          unless  payment is made within 3 Business  Days of its due date or the
          Borrower does not pay any other amount payable pursuant to the Finance
          Documents at the place and in the currency in which it is expressed to
          be payable  unless payment is made within ten Business Days of its due
          date.

24.2      Financial covenants
          Any requirement of Clause 22 (Financial Covenants) is not satisfied.

24.3      Other obligations

          (a)  The  Borrower  does not comply with any  provision of the Finance
               Documents   (other   than  those   referred  to  in  Clause  24.1
               (Non-payment) and Clause 24.2 (Financial covenants) above).

          (b)  No Event of Default  under  paragraph (a) above will occur if the
               failure to comply is capable of remedy and is remedied  within 14
               days of the Agent  giving  notice to the Borrower or the Borrower
               becoming aware of the failure to comply.

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

                                      -50-

24.5     Cross default
          (a)  Any Financial  Indebtedness  of the Borrower is not paid when due
               nor within any originally applicable grace period.

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

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

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

          (e)  No Event of Default  will occur  under  this  Clause  24.5 if the
               aggregate  amount of Financial  Indebtedness  or  commitment  for
               Financial  Indebtedness falling within paragraph (a) to (d) above
               is less than  GBP500,000 (or its equivalent in any other currency
               or currencies).

24.6      Insolvency
          (a)  The  Borrower is unable or admits  inability  to pay its debts as
               they fall due,  suspends  making payments on any of its debts or,
               by  reason  of  actual  or  anticipated  financial  difficulties,
               commences  negotiations  with one or more of its creditors with a
               view to rescheduling any of its indebtedness.

          (b)  The  value  of the  assets  of the  Borrower  is  less  than  its
               liabilities  (taking  into  account  contingent  and  prospective
               liabilities but excluding uncalled commitments).

          (c)  A moratorium  is declared in respect of any  indebtedness  of the
               Borrower.

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

          (a)  the  suspension of payments,  a moratorium  of any  indebtedness,
               winding-up, dissolution, administration or reorganisation (by way
               of voluntary arrangement,  scheme of arrangement or otherwise) of
               the Borrower otherwise than on a solvent basis;

          (b)  a composition, assignment or arrangement with any creditor of the
               Borrower;

          (c)  the  appointment  of  a  liquidator,   receiver,   administrator,
               administrative  receiver,  compulsory  manager  or other  similar
               officer in respect of the Borrower or any of its assets; or

          (d)  enforcement  of any  Security  over any  material  assets  of the
               Borrower,

                                      -51-

          or any analogous procedure or step is taken in any jurisdiction and is
          not discharged, stayed or released within 30 days.

24.8      Creditors' process

          Any expropriation,  attachment,  sequestration,  distress or execution
          affects any asset or assets of the Borrower and is not  discharged  or
          released within 30 days.

24.9      Unlawfulness
          It is or becomes  unlawful  for the  Borrower  to  perform  any of its
          material obligations under the Finance Documents.

24.10     Repudiation
          The Borrower  repudiates a Finance  Document or evidences an intention
          to repudiate a Finance Document.

24.11     Material adverse change
          Any event or circumstance occurs which has a Material Adverse Effect.

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

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

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

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

          (d)  declare that full cash cover in respect of each Bank Guarantee is
               immediately due and payable whereupon it shall become immediately
               due and payable.


                                      -52-

                                    SECTION 9
                               CHANGES TO PARTIES

25.       CHANGES TO THE LENDERS

25.1      Assignments and transfers by the Lenders
          Subject to this Clause 25, a Lender (the "Existing Lender") may:

          (a)  assign any of its rights; or

          (b)  transfer by novation any of its rights and obligations,

          to another bank or financial institution (the "New Lender").

25.2      Conditions of assignment or transfer
          (a)  The  consent of the  Borrower is required  for an  assignment  or
               transfer by a Lender, unless the assignment or transfer:

               (i)  is to another Lender or an Affiliate of a Lender; or

               (ii) is by an Original  Lender and,  following such assignment or
                    transfer,  the aggregate Commitments of the Original Lenders
                    would be no less than EUR500,000,000.

          (b)  The consent of the Borrower to an assignment or transfer must not
               be unreasonably withheld or delayed.

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

          (d)  An assignment will only be effective on:

               (i)  receipt  by the Agent of written  confirmation  from the New
                    Lender  (in form and  substance  satisfactory  to the  Agent
                    (acting  reasonably))  that the New Lender  will  assume the
                    same  obligations  to the other Finance  Parties as it would
                    have been under if it was an Original Lender; and

               (ii) performance  by the Agent of all  "know  your  customer"  or
                    other  checks  relating to any person that it is required to
                    carry out in  relation to such  assignment  to a New Lender,
                    the completion of which the Agent shall  promptly  notify to
                    the Existing Lender and the New Lender.

          (e)  A transfer  will only be  effective if the  procedure  set out in
               Clause 25.5 (Procedure for transfer) is complied with.

          (f)  If:

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

               (ii) as a  result  of  circumstances  existing  at the  date  the
                    assignment, transfer or change occurs, the Borrower would be
                    (but for this  paragraph  (f))  obliged to make a payment to
                    the New Lender or Lender  acting  through  its new  Facility
                    Office under Clause 15 (Tax  Gross-Up  and  Indemnities)  or
                    Clause 16 (Increased costs),

                                      -53-

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

               (g)  A Lender may not make any  assignment  or  transfer  falling
                    within  Clause  25.2(a)(ii)  unless the New Lender is a bank
                    within  the  meaning of  section  840A of the Taxes Act,  is
                    within  the  charge to  United  Kingdom  corporation  tax in
                    respect of its profits  arising from the Facility and is not
                    entitled  to an  exemption  from  tax in  respect  of  those
                    profits.

25.3      Assignment or transfer fee
          The New Lender shall, on the date upon which an assignment or transfer
          takes  effect,  pay  to the  Agent  (for  its  own  account)  a fee of
          EUR1,500.

25.4      Limitation of responsibility of Existing Lenders

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

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

               (ii) the financial condition of the Borrower;

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

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

          and any representations or warranties implied by law are excluded.

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

               (i)  has made (and shall  continue  to make) its own  independent
                    investigation and assessment of the financial  condition and
                    affairs  of  the  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 Existing Lender in connection with any Finance Document;
                    and

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

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

                                      -54-

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

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

25.5      Procedure for transfer
          (a)  Subject to the conditions  set out in Clause 25.2  (Conditions of
               assignment or transfer) a transfer is effected in accordance with
               paragraph  (c) below when the Agent  executes an  otherwise  duly
               completed  Transfer  Certificate  delivered to it by the Existing
               Lender and the New Lender. The Agent shall, as soon as reasonably
               practicable  after  receipt  by it of a duly  completed  Transfer
               Certificate  appearing  on its face to  comply  with the terms of
               this Agreement and delivered in accordance with the terms of this
               Agreement at least five  Business Days prior to the proposed date
               of transfer, execute that Transfer Certificate.

          (b)  The Agent shall only be obliged to execute a Transfer Certificate
               delivered to it by the Existing Lender and the New Lender once it
               is  satisfied  it has  complied  with all  necessary  "know  your
               customer" or other similar checks under all  applicable  laws and
               regulations in relation to the transfer to such New Lender.

          (c)  On the Transfer Date:

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

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

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

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

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

                                      -55-

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

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

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

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

26.       CHANGES TO THE BORROWER

          The  Borrower  may not assign any of its rights or transfer any of its
          rights or obligations under the Finance Documents.

                                      -56-


                                   SECTION 10
                               THE FINANCE PARTIES

27.       ROLE OF THE AGENT AND THE JOINT LEAD ARRANGERS

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

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

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

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

          (c)  The Agent  shall  promptly  notify  the  Lenders  of any  Default
               arising under Clause 24.1 (Non-payment).

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

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

27.4      No fiduciary duties
          (a)  Nothing in this Agreement constitutes the Agent or any Joint Lead
               Arranger as a trustee or fiduciary of any other person.

          (b)  Neither the Agent nor any Joint Lead  Arranger  shall be bound to
               account to any  Lender  for any sum or the profit  element of any
               sum received by it for its own account.

27.5      Business with the Group
          The Agent and the Joint Lead Arrangers may accept  deposits from, lend
          money to and generally engage in any kind of banking or other business
          with any member of the Group.

27.6      Rights and discretions of the Agent
          (a) The Agent may rely on:

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

                                      -57-

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

          (b)  The Agent may assume  (unless  they have  received  notice to the
               contrary in their  capacity as agent or trustee for the  Lenders)
               that:

               (i)  no Default has occurred (unless it has actual knowledge of a
                    Default arising under Clause 24.1 (Non-payment)); and

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

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

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

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

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

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

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

          (e)  The Agent is not authorised to act on behalf of a Lender (without
               first   obtaining   that  Lender's   consent)  in  any  legal  or
               arbitration proceedings relating to any Finance Document.

27.8      Responsibility for documentation
          Neither the Agent nor any Joint Lead Arranger:

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

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

                                      -58-

27.9      Exclusion of liability
          (a)  Without  limiting  paragraph  (b)  below,  the Agent  will not be
               liable for any action taken by it under or in connection with any
               Finance Document,  unless directly caused by its gross negligence
               or wilful misconduct.

          (b)  No Party may take any proceedings  against any officer,  employee
               or  agent of the  Agent in  respect  of any  claim it might  have
               against  the Agent or in  respect of any act or  omission  of any
               kind by that  officer,  employee  or  agent  in  relation  to any
               Finance Document and any officer,  employee or agent of the Agent
               may rely on this  Clause.  Any third  party  referred  to in this
               paragraph  (b) may enjoy the  benefit of and enforce the terms of
               this paragraph in accordance with the provisions of the Contracts
               (Rights of Third Parties) Act 1999.

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

27.10     Lenders' indemnity to the Agent

          Each Lender shall (in proportion to its share of the Total Commitments
          or, if the Total  Commitments are then zero, to its share of the Total
          Commitments  immediately  prior to their  reduction to zero) indemnify
          the Agent,  within three  Business  Days of demand,  against any cost,
          loss or liability  incurred by the Agent  (otherwise than by reason of
          the Agent gross  negligence or wilful  misconduct)  in acting as Agent
          under the Finance  Documents  (unless the Agent has been reimbursed by
          the Borrower pursuant to a Finance Document).

27.11    Resignation of the Agent
          (a)  The Agent may resign and  appoint  one of its  Affiliates  acting
               through an office in the United  Kingdom as  successor  by giving
               notice to the Lenders and the Borrower.

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

          (c)  If the Majority  Lenders have not appointed a successor  Agent in
               accordance  with  paragraph (b) above within 30 days after notice
               of resignation was given, the Agent (after  consultation with the
               Borrower) may appoint a successor Agent (acting through an office
               in the United Kingdom).

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

                                      -59-

          (e)  The Agent's  resignation  notice  shall only take effect upon the
               appointment of a successor.

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

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

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

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

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

          (c)  Notwithstanding  any other  provision of any Finance  Document to
               the  contrary,  neither the Agent nor any Joint Lead Arranger are
               obliged to  disclose  to any other  person  (i) any  confidential
               information or (ii) any other information if the disclosure would
               or might in its reasonable opinion constitute a breach of any law
               or a breach of a fiduciary duty.

27.14     Relationship with the Lenders
          (a)  The Agent may treat each Lender as a Lender, entitled to payments
               under this  Agreement  and acting  through  its  Facility  Office
               unless it has  received  not less than five  Business  Days prior
               notice from that Lender to the  contrary in  accordance  with the
               terms of this Agreement.

          (b)  Each Lender shall supply the Agent with any information  required
               by the  Agent  in  order  to  calculate  the  Mandatory  Cost  in
               accordance with Schedule 4 (Mandatory Cost Formulae).

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

                                      -60-

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

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

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

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

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

28.       CONDUCT OF BUSINESS BY THE FINANCE PARTIES

          No provision of this Agreement will:

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

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

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

29.       SHARING AMONG THE LENDERS

29.1      Payments to Lenders
          If a Lender (a  "Recovering  Lender")  receives or recovers any amount
          from the  Borrower  other than in  accordance  with Clause 30 (Payment
          Mechanics)  and applies that amount to a payment due under the Finance
          Documents then:

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

          (b)  the Agent shall  determine  whether the receipt or recovery is in
               excess of the amount the  Recovering  Lender would have been paid
               had the  receipt or recovery  been  received or made by the Agent
               and distributed in accordance with Clause 30 (Payment mechanics),
               without  taking  account of any Tax which would be imposed on the
               Agent in relation to the receipt, recovery or distribution; and

                                      -61-

          (c)  the Recovering Lender shall, within three Business Days of demand
               by the Agent, pay to the Agent an amount (the "Sharing  Payment")
               equal to such receipt or recovery less any amount which the Agent
               determines may be retained by the Recovering  Lender as its share
               of any  payment  to be  made,  in  accordance  with  Clause  30.5
               (Partial payments).

29.2      Redistribution of payments
          The Agent shall  treat the  Sharing  Payment as if it had been paid by
          the Borrower and distribute it between the Finance Parties (other than
          the  Recovering  Lender)  in  accordance  with  Clause  30.5  (Partial
          payments).

29.3      Recovering Lender's rights
          (a)  On a distribution by the Agent under Clause 29.2  (Redistribution
               of  payments),  the  Recovering  Lender will be subrogated to the
               rights  of  the  Finance   Parties   which  have  shared  in  the
               redistribution.

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

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

          (a)  each Lender which has  received a share of the  relevant  Sharing
               Payment  pursuant to Clause  29.2  (Redistribution  of  payments)
               shall, upon request of the Agent, pay to the Agent for account of
               that  Recovering  Lender  an  amount  equal  to its  share of the
               Sharing  Payment  (together  with an  amount as is  necessary  to
               reimburse  that  Recovering  Lender  for  its  proportion  of any
               interest on the Sharing Payment which that  Recovering  Lender is
               required to pay); and

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

29.5      Exceptions

          (a)  This Clause 29 shall not apply to the extent that the  Recovering
               Lender  would not,  after  making any  payment  pursuant  to this
               Clause  29.5,  have a valid and  enforceable  claim  against  the
               Borrower.

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

                                      -62-

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

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

                                      -63-


                                   SECTION 11
                                 ADMINISTRATION

30.       PAYMENT MECHANICS

30.1      Payments to the Agent

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

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

30.2      Distributions by the Agent
          Each  payment  received by the Agent under the Finance  Documents  for
          another  Party  shall,  subject to Clause 30.3  (Distributions  to the
          Borrower) and Clause 30.4 (Clawback) be made available by the Agent as
          soon as  practicable  after  receipt to the Party  entitled to receive
          payment in  accordance  with this  Agreement (in the case of a Lender,
          for the account of its Facility Office), to such account as that Party
          may notify to the Agent by not less than five  Business  Days'  notice
          with a bank in the principal  financial  centre of the country of that
          currency (or, in relation to euro, in the principal  financial  centre
          of a Participating Member State or London).

30.3      Distributions to the Borrower
          The Agent may (with the consent of the Borrower or in accordance  with
          Clause 31 (Set-off))  apply any amount received by it for the Borrower
          in or towards  payment (on the date and in the  currency  and funds of
          receipt)  of any  amount  due  from the  Borrower  under  the  Finance
          Documents  or in or towards  purchase of any amount of any currency to
          be so applied.

30.4      Clawback

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

          (b)  If the Agent pays an amount to another  Party and it proves to be
               the case that the Agent had not  actually  received  that amount,
               then the  Party  to whom  that  amount  (or the  proceeds  of any
               related exchange  contract) was paid by the Agent shall on demand
               refund  the same to the  Agent  together  with  interest  on that
               amount  from the date of  payment  to the date of  receipt by the
               Agent, calculated by the Agent to reflect its cost of funds.

30.5      Partial payments
          (a)  If the Agent receives a payment that is insufficient to discharge
               all the amounts  then due and payable by the  Borrower  under the
               Finance Documents, the Agent shall apply that payment towards the
               obligations  of the Borrower  under the Finance  Documents in the
               following order:
                                      -64-

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

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

               (iii)thirdly,  in or towards  payment pro rata of any  principal
                    due but unpaid under this  Agreement  and any amount due but
                    unpaid under Clauses 8.4 (Claims under Bank  Guarantee)  and
                    8.5 (Indemnities); and

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

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

          (c)  Paragraphs (a) and (b) above will override any appropriation made
               by the Borrower.

30.6      No set-off by the Borrower
          All  payments to be made by the Borrower  under the Finance  Documents
          shall be  calculated  and be made  without  (and free and clear of any
          deduction for) set-off or counterclaim.

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

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

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

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

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

                                      -65-

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

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

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

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

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

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

31.       SET-OFF

          A Finance Party may, whilst an Event of Default is continuing, set off
          any  matured  obligation  due  from the  Borrower  under  the  Finance
          Documents  (to the extent  beneficially  owned by that Finance  Party)
          against  any  matured  obligation  owed by that  Finance  Party to the
          Borrower,  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.

32.       NOTICES

32.1      Communications in writing
          Any  communication  to be made under or in connection with the Finance
          Documents shall be made in writing and, unless otherwise  stated,  may
          be made by fax or letter.

32.2      Addresses
          The address and fax number (and the department or officer, if any, for
          whose attention the communication is to be made) of each Party for any
          communication  or  document  to  be  made  or  delivered  under  or in
          connection with the Finance Documents is:

          (a)  in the case of the Borrower, that identified with its name below;

                                      -66-

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

          (c)  in the case of the Agent, that identified with its name below,

          or any  substitute  address or fax number or  department or officer as
          the  Party may  notify  to the  Agent (or the Agent may  notify to the
          other Parties, if a change is made by the Agent) by not less than five
          Business Days' notice.

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

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

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

          and, if a particular department or officer is specified as part of its
          address details provided under Clause 32.2  (Addresses),  if addressed
          to that department or officer.

          (b)  Any  communication  or  document to be made or  delivered  to the
               Agent will be effective only when actually  received by the Agent
               and then only if it is expressly  marked for the attention of the
               department or officer identified with the Agent's signature below
               (or any  substitute  department  or  officer  as the Agent  shall
               specify for this purpose).

          (c)  All notices  from or to the  Borrower  shall be sent  through the
               Agent.

32.4      Notification of address, fax number and telex number
          Promptly upon receipt of  notification  of an address or fax number or
          change of address or fax number pursuant to Clause 32.2 (Addresses) or
          changing  its own  address or fax number,  the Agent shall  notify the
          other Parties.

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

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

               (i)  in English; or

               (ii) if  not  in  English,  and  if so  required  by  the  Agent,
                    accompanied by a certified English  translation and, in this
                    case,  the  English  translation  will  prevail  unless  the
                    document is a  constitutional,  statutory or other  official
                    document.
                                      -67-

33.       CALCULATIONS AND CERTIFICATES

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

33.2      Certificates and Determinations
          Any  certification  or  determination  by a Finance Party of a rate or
          amount under any Finance  Document is, in the absence of proven error,
          conclusive evidence of the matters to which it relates.

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

34.       PARTIAL INVALIDITY

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

35.       REMEDIES AND WAIVERS

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

36.       AMENDMENTS AND WAIVERS

36.1      Required consents
          (a)  Subject  to  Clause  36.2  (Exceptions)  any term of the  Finance
               Documents  may be amended or waived  only with the consent of the
               Majority Lenders (such consent not to be unreasonably withheld or
               delayed) and the  Borrower and any such  amendment or waiver will
               be binding on all Parties.

          (b)  The  Agent  may  effect,  on behalf  of any  Finance  Party,  any
               amendment or waiver permitted by this Clause.

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

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

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

                                      -68-

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

               (iv) an increase in Commitment;

               (v)  a change to the Borrower;

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

               (vii) Clause 2.4  (Lenders'  rights and  obligations),  Clause 25
                    (Changes to the Lenders) or this Clause 36,

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

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

37.       COUNTERPARTS

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

                                      -69-



                                   SECTION 12


                          GOVERNING LAW AND ENFORCEMENT

38.       GOVERNING LAW

          This Agreement is governed by English law.

39.       ENFORCEMENT

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

          (b)  The  Parties  agree  that  the  courts  of  England  are the most
               appropriate   and  convenient   courts  to  settle  Disputes  and
               accordingly no Party will argue to the contrary.

          (c)  This Clause 39 is for the benefit of the Finance Parties only. As
               a  result,  no  Finance  Party  shall be  prevented  from  taking
               proceedings  relating  to a  Dispute  in any  other  courts  with
               jurisdiction.  To the extent allowed by law, the Finance  Parties
               may take concurrent proceedings in any number of jurisdictions.

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



                                   SCHEDULE 1


                              THE ORIGINAL LENDERS


Name of Original Lender                                 Commitment as at the
                                                        date of this Agreement

The Governor and Company of the Bank of Scotland        EUR142,500,000

The Royal Bank of Scotland plc                          EUR142,500,000


                                      -71-



                                   SCHEDULE 2


                              CONDITIONS PRECEDENT


1.        The Borrower

          (a)  A copy of the constitutional documents of the Borrower.

          (b)  A copy  of a  resolution  of the  board  of  directors  (and,  if
               relevant, a committee of its board of directors) of the Borrower:

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

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

               (iii)authorising a specified  person or persons,  on its behalf,
                    to  sign  and/or   despatch   all   documents   and  notices
                    (including,  if  relevant,  any  Utilisation  Request) to be
                    signed and/or  despatched by it under or in connection  with
                    the Finance Documents to which it is a party.

          (c)  A specimen  of the  signature  of each person  authorised  by the
               resolution referred to in paragraph (b) above.

          (d)  A certificate of the Borrower (signed by an authorised  signatory
               of the Borrower) confirming that:

          (i)  borrowing the Total  Commitments  would not cause any  borrowing,
               guaranteeing  or  similar  limit  binding on the  Borrower  to be
               exceeded; and

          (ii) certifying  that each copy  document  relating to it specified in
               this Schedule 2 is correct, complete and in full force and effect
               as at a date no earlier than the date of this Agreement.

2.        Legal opinions

          A legal opinion of Clifford Chance LLP, legal advisers to the Arranger
          and the Agent in England, substantially in the form distributed to the
          Original Lender prior to signing this Agreement.

3.        Other documents and evidence

          (a)  A copy of any other  Authorisation or other document,  opinion or
               assurance  which the Agent considers to be necessary or desirable
               (if it has notified the Borrower  accordingly) in connection with
               the entry into and performance of the  transactions  contemplated
               by any Finance Document or for the validity and enforceability of
               any Finance Document.

          (b)  The Original Financial Statements.

                                      -72-


          (c)  Evidence  that the  fees,  costs and  expenses  then due from the
               Borrower  pursuant  to Clause 14 (Fees)  and Clause 19 (Costs and
               expenses) have been paid or will be paid by the first Utilisation
               Date.


                                      -73-

                                   SCHEDULE 3


                                    REQUESTS


                                     Part IA
                               Utilisation Request
                                      Loans
From:    [Borrower]

To:      The Royal Bank of Scotland plc

Dated:

Dear Sirs

                                 SVG Capital plc
                        EUR600,000,000 Facility Agreement
                               dated 10 March 2006
                           (the "Facility Agreement")

1.       We wish to borrow a Loan on the following terms:

         Proposed Utilisation Date:        [      ]  (or,  if  that  is  not  a
                                           Business Day, the next Business Day)
         Currency of Loan:                 [      ]
         Amount:                           [      ]  or, if less, the Available
                                           Facility
         Interest Period:                  [      ]

2.       We confirm that each condition specified in Clause 4.2 (Further
         conditions  precedent) is satisfied on the date of this Utilisation
         Request.

3.       The proceeds of this Loan should be credited to [account].

4.       This Utilisation Request is irrevocable.

                                                  Yours faithfully





                                                  ..................
                                              authorised signatory for
                                                 [name of Borrower]



                                      -74-

                                     Part IB
                               Utilisation Request
                                 Bank Guarantee


From:    SVG Capital plc

To:      [Agent]

Dated:

Dear Sirs

                                 SVG Capital plc
                        EUR600,000,000 Facility Agreement
                               dated 10 March 2006
                           (the "Facility Agreement")

1.   We wish to arrange for a Bank Guarantee to be issued by the Issuing Bank on
     the following terms:

     Proposed Utilisation Date:     [      ]  (or, if that is not a Business
                                    Day, the next Business Day)

     Amount:                        [      ] or, if less, the Available
                                    Facility

     Beneficiary:                   [      ]

     Term or Expiry Date:           [      ]

2.   We confirm that each condition  specified in paragraph  7.6(b) of Clause
     7.6 (Issue of the Bank  Guarantee) is satisfied on the date of this
     Utilisation Request.

3.   We attach a copy of the proposed Bank Guarantee.

4.   This Utilisation Request is irrevocable.

     Delivery Instructions:

     [specify delivery instructions]

                                                      Yours faithfully





                                                       ................
                                                  authorised signatory for
                                                      SVG Capital plc


                                      -75-

                                   SCHEDULE 4



                             MANDATORY COST FORMULA


1.   The  Mandatory  Cost is an  addition  to the  interest  rate to  compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England  and/or the Financial  Services  Authority (or, in either case, any
     other  authority  which  replaces all or any of its  functions)  or (b) the
     requirements of the European Central Bank.

2.   On  the  first  day  of  each  Interest  Period  (or as  soon  as  possible
     thereafter) the Agent shall  calculate,  as a percentage  rate, a rate (the
     "Additional Cost Rate") for each Lender,  in accordance with the paragraphs
     set out below.  The  Mandatory  Cost will be  calculated  by the Agent as a
     weighted  average  of the  Lenders'  Additional  Cost  Rates  (weighted  in
     proportion to the percentage  participation  of each Lender in the relevant
     Loan) and will be expressed as a percentage rate per annum.

3.   The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating  Member State will be the percentage  notified by that Lender
     to the Agent.  This  percentage  will be  certified  by that  Lender in its
     notice  to  the  Agent  to be its  reasonable  determination  of  the  cost
     (expressed as a percentage of that Lender's participation in all Loans made
     from  that  Facility   Office)  of  complying  with  the  minimum   reserve
     requirements  of the  European  Central  Bank in respect of loans made from
     that Facility Office.

4.   The Additional  Cost Rate for any Lender lending from a Facility  Office in
     the United Kingdom will be calculated by the Agent as follows:

     (a)  in relation to a sterling Loan:

                  AB + C (B - D) + E x 0.01 per cent. per annum
                  _________________________
                        100 - (A+C)

     (b)  in relation to a Loan in any currency other than sterling:

                  E x 0.01 per cent. per annum.
                  ________
                    300

     Where:

     A    is the  percentage of Eligible  Liabilities  (assuming  these to be in
          excess of any stated  minimum)  which that Lender is from time to time
          required to maintain as an interest  free cash ratio  deposit with the
          Bank of England to comply with cash ratio requirements.

     B    is the  percentage  rate of  interest  (excluding  the  Margin and the
          Mandatory Cost and, if the Loan is an Unpaid Sum, the additional  rate
          of  interest  specified  in  paragraph  (a) of  Clause  11.3  (Default
          interest)) payable for the relevant Interest Period on the Loan.

                                      -76-


     C    is the percentage (if any) of Eligible  Liabilities  which that Lender
          is required from time to time to maintain as interest  bearing Special
          Deposits with the Bank of England.

     D    is the percentage rate per annum payable by the Bank of England to the
          Agent on interest bearing Special Deposits.

     E    is designed to compensate  Lenders for amounts  payable under the Fees
          Rules and is  calculated by the Agent as being the average of the most
          recent rates of charge  supplied by the  Reference  Banks to the Agent
          pursuant   to   paragraph  7  below  and   expressed   in  pounds  per
          GBP1,000,000.

5.   For the purposes of this Schedule:

     (a)  "Eligible  Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  "Fees  Rules"  means the rules on periodic  fees  contained in the FSA
          Supervision  Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits;

     (c)  "Fee Tariffs" means the fee tariffs  specified in the Fees Rules under
          the activity group A.1 Deposit acceptors  (ignoring any minimum fee or
          zero rated fee  required  pursuant  to the Fees Rules but taking  into
          account any applicable discount rate); and

     (d)  "Tariff  Base" has the meaning  given to it in, and will be calculated
          in accordance with, the Fees Rules.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages  (i.e. 5 per cent.  will be included in the formula
     as 5 and not as 0.05). A negative  result  obtained by subtracting D from B
     shall be taken as zero.  The  resulting  figures  shall be  rounded to four
     decimal places.

7.   If  requested  by  the  Agent,  each  Reference  Bank  shall,  as  soon  as
     practicable after publication by the Financial Services  Authority,  supply
     to the  Agent,  the rate of charge  payable by that  Reference  Bank to the
     Financial  Services  Authority pursuant to the Fees Rules in respect of the
     relevant financial year of the Financial Services Authority (calculated for
     this purpose by that Reference Bank as being the average of the Fee Tariffs
     applicable to that Reference Bank for that financial year) and expressed in
     pounds per GBP1,000,000 of the Tariff Base of that Reference Bank.

8.   Each  Lender  shall  supply any  information  required by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation,  each Lender shall supply the following information on or prior
     to the date on which it becomes a Lender:

     (a)  the jurisdiction of its Facility Office; and

     (b)  any other  information that the Agent may reasonably  require for such
          purpose.

                                      -77-

     Each  Lender  shall  promptly  notify  the  Agent  of  any  change  to  the
     information provided by it pursuant to this paragraph.

9.   The  percentages  of each  Lender for the  purpose of A and C above and the
     rates of charge of each  Reference Bank for the purpose of E above shall be
     determined by the Agent based upon the information  supplied to it pursuant
     to  paragraphs 7 and 8 above and on the  assumption  that,  unless a Lender
     notifies the Agent to the contrary,  each Lender's  obligations in relation
     to cash ratio  deposits  and  Special  Deposits  are the same as those of a
     typical bank from its jurisdiction of incorporation  with a Facility Office
     in the same jurisdiction as its Facility Office.

10.  The Agent  shall  have no  liability  to any  person if such  determination
     results in an  Additional  Cost Rate which  over or under  compensates  any
     Lender and shall be entitled to assume that the information provided by any
     Lender or Reference  Bank  pursuant to  paragraphs 3, 7 and 8 above is true
     and correct in all respects.

11.  The Agent shall  distribute the additional  amounts received as a result of
     the Mandatory Cost to the Lenders on the basis of the Additional  Cost Rate
     for each Lender based on the  information  provided by each Lender and each
     Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.  Any  determination  by the Agent pursuant to this Schedule in relation to a
     formula,  the Mandatory Cost, an Additional Cost Rate or any amount payable
     to a Lender shall,  in the absence of manifest  error,  be  conclusive  and
     binding on all Parties.

13.  The Agent may from time to time, after  consultation  with the Borrower and
     the Lenders,  determine and notify to all Parties any amendments  which are
     required to be made to this  Schedule in order to comply with any change in
     law,  regulation or any requirements  from time to time imposed by the Bank
     of England,  the Financial  Services Authority or the European Central Bank
     (or, in any case,  any other  authority  which  replaces  all or any of its
     functions)  and any such  determination  shall,  in the absence of manifest
     error, be conclusive and binding on all Parties.

                                      -78-

                                   SCHEDULE 5



                          FORM OF TRANSFER CERTIFICATE


To:      The Royal Bank of Scotland as Agent

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

Dated:
                                 SVG Capital plc
                        EUR600,000,000 Facility Agreement
                               dated 10 March 2006
                           (the "Facility Agreement")

1.   We refer to Clause 25.5 (Procedure for transfer):

     (a)  The Existing  Lender and the New Lender  agree to the Existing  Lender
          and  the  New  Lender  transferring  by  novation  all or  part of the
          Existing Lender's  Commitment,  rights and obligations  referred to in
          the Schedule in accordance with Clause 25.5 (Procedure for transfer).

     (b)  The proposed Transfer Date is [    ].

     (c)  The Facility Office and address,  fax number and attention details for
          notices of the New Lender for the purposes of Clause 32.2  (Addresses)
          are set out in the Schedule.

2.   The New Lender  confirms  that,  as at the date hereof,  it is a Qualifying
     Lender for the  purposes of Clause 15 (Tax Gross Up and  Indemnity)  of the
     Facility Agreement.

3.   The New Lender  expressly  acknowledges  the  limitations  on the  Existing
     Lender's obligations set out in paragraph (c) of Clause 25.4 (Limitation of
     responsibility of Existing Lenders).

4.   This Transfer Certificate is governed by English law.

                                      -79-


                                  THE SCHEDULE

               Commitment/rights and obligations to be transferred

                            [insert relevant details]
   [Facility Office address, fax number and attention details for notices and
                         account details for payments,]

     [Existing Lender]                                  [New Lender]
     By:                                                 By:

     This Transfer Certificate is accepted by the Agent and the Transfer Date is
     confirmed as [ ].

     [Agent]
     By:

                                      -80-

                                   SCHEDULE 6

                         FORM OF COMPLIANCE CERTIFICATE


To:      The Royal Bank of Scotland plc as Agent

From:    SVG Capital plc

Dated:

Dear Sirs

                                 SVG Capital plc
                        EUR600,000,000 Facility Agreement
                               dated 10 March 2006
                           (the "Facility Agreement")
1.   We refer to the Facility Agreement. This is a Compliance Certificate.

2.   We confirm that:

     Consolidated Gross Borrowings are [ ] and Consolidated  Adjusted Investment
     Assets are [ ].  Consequently,  Consolidated  Gross  Borrowings are [ ]% of
     Consolidated  Adjusted Investment Assets and the Borrower is [in compliance
     with/in breach of] Clause 21.2 of the Facility Agreement.

3.   Calculations

     The  figures  referred to in  paragraph  2 above are shown in the  attached
     financial statements.

4.   Valuations

     [The  portfolio  valuation  referred  to  in  Clause  20.1(c)  is [  ]/[The
     portfolio valuation referred to in Clause 21.4 is [ ]].

5.   [We confirm that no Default is continuing.] *

Signed:    ...............
         Chief Financial Officer
         Of
              SVG Capital plc
Signed:    ...............
         Secretary
         Of
              SVG Capital plc

-------------------------------------------------------------------------------

*    If this statement  cannot be made, the  certificate  should  identify any
     Default that is continuing and the steps, if any, being taken to remedy it.


                                      -81-


                                   SCHEDULE 7

                     LMA FORM OF CONFIDENTIALITY UNDERTAKING

                       LMA CONFIDENTIALITY LETTER (SELLER)

                  [Letterhead of Seller/Seller's agent/broker]

To:
=======================================
                                            [insert name of Potential
                                            Purchaser/Purchaser's agent/broker]
=======================================

Re:      The Agreement
=======================================
Borrower:
Date:
Amount:
Agent:
=======================================

Dear Sirs

     We  understand  that  you  are  considering   [acquiring]  /[arranging  the
     acquisition  of] an  interest  in the  Agreement  (the  "Acquisition").  In
     consideration of us agreeing to make available to you certain  information,
     by your signature of a copy of this letter you agree as follows:

1.        Confidentiality Undertaking

          You undertake (a) to keep the  Confidential  Information  confidential
          and not to disclose it to anyone except as provided for by paragraph 2
          below and to ensure that the  Confidential  Information  is  protected
          with  security  measures and a degree of care that would apply to your
          own confidential information,  (b) to use the Confidential Information
          only for the Permitted Purpose,  (c) to use all reasonable  endeavours
          to  ensure  that  any  person  to  whom  you  pass  any   Confidential
          Information  (unless  disclosed  under  paragraph   2[(c)/(d)]  below)
          acknowledges  and complies  with the  provisions  of this letter as if
          that person were also a party to it, and (d) not to make  enquiries of
          any member of the Group or any of their officers, directors, employees
          or  professional  advisers  relating  directly  or  indirectly  to the
          Acquisition.

2.        Permitted Disclosure

          We agree that you may disclose Confidential Information:

2.1       to members of the Purchaser Group and their  officers,  directors,
          employees and  professional  advisers to the extent  necessary for the
          Permitted  Purpose  and to any  auditors  of members of the  Purchaser
          Group;(2)

                                      -82-

2.2       [subject to the requirements of the Agreement,  in accordance with
          the  Permitted  Purpose  so  long  as any  prospective  purchaser  has
          delivered a letter to you in equivalent form to this letter;]

          [(b/c)](3)subject to the requirements of the Agreement,  to
                    any person to (or  through)  whom you assign or transfer (or
                    may  potentially  assign  or  transfer)  all  or  any of the
                    rights, benefits and obligations which you may acquire under
                    the  Agreement or with (or through)  whom you enter into (or
                    may  potentially  enter  into)  any   sub-participation   in
                    relation to, or any other  transaction  under which payments
                    are  to be  made  by  reference  to,  the  Agreement  or the
                    Borrower  or any member of the Group in each case so long as
                    that person has delivered a letter to you in equivalent form
                    to this letter; and

          [(c/d)](3)(i)  where  requested  or required by any court of
                    competent    jurisdiction   or   any   competent   judicial,
                    governmental,  supervisory  or regulatory  body,  (ii) where
                    required  by the  rules of any stock  exchange  on which the
                    shares or other  securities  of any member of the  Purchaser
                    Group are  listed  or (iii)  where  required  by the laws or
                    regulations  of  any  country  with  jurisdiction  over  the
                    affairs of any member of the Purchaser Group.

3.        Notification of Required or Unauthorised Disclosure

          You agree (to the  extent  permitted  by law) to inform us of the full
          circumstances of any disclosure under paragraph  2[(c)/(d)](3) or upon
          becoming  aware that  Confidential  Information  has been disclosed in
          breach of this letter.

4.        Return of Copies

          If we so  request  in  writing,  you  shall  return  all  Confidential
          Information supplied to you by us and destroy or permanently erase all
          copies of Confidential  Information made by you and use all reasonable
          endeavours  to  ensure  that  anyone  to whom  you have  supplied  any
          Confidential   Information   destroys  or   permanently   erases  such
          Confidential  Information  and any copies  made by them,  in each case
          save to the extent that you or the  recipients  are required to retain
          any such  Confidential  Information  by any  applicable  law,  rule or
          regulation or by any competent judicial, governmental,  supervisory or
          regulatory  body or in accordance with internal  policy,  or where the
          Confidential   Information   has  been   disclosed   under   paragraph
          2[(c)/(d)](3) above.

5.        Continuing Obligations

          The  obligations  in this letter are  continuing  and, in  particular,
          shall  survive the  termination  of any  discussions  or  negotiations
          between  you  and  us.  Notwithstanding  the  previous  sentence,  the
          obligations in this letter shall cease (a) if you become a party to or
          otherwise  acquire (by assignment or  sub-participation)  an interest,
          direct or indirect,  in the  Agreement or (b) twelve  months after you
          have returned all Confidential  Information  supplied to you by us and
          destroyed or permanently erased all copies of Confidential Information
          made by you (other than any such  Confidential  Information  or copies
          which  have  been  disclosed  under  paragraph  2  above  (other  than
          sub-paragraph  2(a)) or which,  pursuant to paragraph 4 above, are not
          required to be returned or destroyed).

                                      -83-

6.        No Representation; Consequences of Breach, etc

          You acknowledge and agree that:

          (a)  neither we, [nor our  principal]  nor any member of the Group
               nor  any  of our  or  their  respective  officers,  employees  or
               advisers (each a "Relevant  Person") (i) make any  representation
               or   warranty,   express  or  implied,   as  to,  or  assume  any
               responsibility for, the accuracy,  reliability or completeness of
               any of the  Confidential  Information  or any  other  information
               supplied  by us or the  assumptions  on which it is based or (ii)
               shall be under any obligation to update or correct any inaccuracy
               in the Confidential Information or any other information supplied
               by us or be  otherwise  liable  to  you or any  other  person  in
               respect to the Confidential  Information or any such information;
               and

          (b)  we [or our  principal](4)  or  members  of the  Group  may be
               irreparably  harmed by the breach of the terms hereof and damages
               may  not be an  adequate  remedy;  each  Relevant  Person  may be
               granted an injunction or specific  performance for any threatened
               or actual breach of the provisions of this letter by you.

7.        No Waiver; Amendments, etc

          This  letter  sets  out  the  full  extent  of  your   obligations  of
          confidentiality  owed to us in relation to the information the subject
          of this letter. No failure or delay in exercising any right,  power or
          privilege  hereunder  will  operate as a waiver  thereof  nor will any
          single or partial exercise of any right,  power or privilege  preclude
          any further exercise thereof or the exercise of any other right, power
          or privileges hereunder. The terms of this letter and your obligations
          hereunder may only be amended or modified by written agreement between
          us.

8.        Inside Information

          You acknowledge that some or all of the Confidential Information is or
          may  be   price-sensitive   information  and  that  the  use  of  such
          information  may be regulated or prohibited by applicable  legislation
          relating  to  insider  dealing  and  you  undertake  not  to  use  any
          Confidential Information for any unlawful purpose.

9.        Nature of Undertakings

          The  undertakings  given by you under this  letter are given to us and
          (without  implying  any  fiduciary  obligations  on our part) are also
          given for the benefit of [our  principal,](4)  the  Borrower  and each
          other member of the Group.

10.       Third Party Rights

          (a)  Subject to this  paragraph  10 and to  paragraphs  6 and 9, a
               person who is not a party to this  letter has no right  under the
               Contracts  (Rights of Third Parties) Act 1999 (the "Third Parties
               Act") to  enforce  or to enjoy  the  benefit  of any term of this
               letter.

                                      -84-


           (b) The  Relevant  Persons  may enjoy the benefit of the terms of
               paragraphs  6 and 9  subject  to  and  in  accordance  with  this
               paragraph 10 and the provisions of the Third Parties Act.

           (c) The  parties to this letter do not require the consent of the
               Relevant Persons to rescind or vary this letter at any time.

11.       Governing Law and Jurisdiction

           (a) This letter  (including  the  agreement  constituted  by your
               acknowledgement of its terms) is governed by English law.

           (b) The parties submit to the  non-exclusive  jurisdiction of the
               English courts.

12.       Definitions

          In this letter  (including  the  acknowledgement  set out below) terms
          defined in the Agreement shall, unless the context otherwise requires,
          have the same meaning and:

          "Confidential  Information"  means  any  information  relating  to the
          Borrower,  the Group, the Agreement and/or the Acquisition provided to
          you by us or any of our affiliates or advisers,  in whatever form, and
          includes information given orally and any document, electronic file or
          any other way of representing or recording  information which contains
          or is derived or copied from such information but excludes information
          that (a) is or  becomes  public  knowledge  other  than as a direct or
          indirect  result of any  breach of this  letter or (b) is known by you
          before the date the  information  is  disclosed to you by us or any of
          our affiliates or advisers or is lawfully  obtained by you thereafter,
          other than from a source which is connected  with the Group and which,
          in either  case,  as far as you are aware,  has not been  obtained  in
          violation  of, and is not  otherwise  subject  to, any  obligation  of
          confidentiality;

          "Group"  means the  Borrower  and each of its  holding  companies  and
          subsidiaries and each subsidiary of each of its holding  companies (as
          each such term is defined in the Companies Act 1985);

          "Permitted  Purpose"  means  [subject  to the  terms  of this  letter,
          passing on  information  to a  prospective  purchaser  for the purpose
          of](2)   considering   and  evaluating   whether  to  enter  into  the
          Acquisition; and

          "Purchaser  Group"  means  you,  each of your  holding  companies  and
          subsidiaries and each subsidiary of each of your holding companies (as
          each such term is defined in the Companies Act 1985).

Please  acknowledge  your  agreement to the above by signing and  returning  the
enclosed copy.

Yours faithfully



......................
For and on behalf of

                                      -85-


[Seller/Seller's agent/broker]

To:      [Seller]

[Seller's agent/broker]

The Borrower and each other member of the Group



We acknowledge and agree to the above:

......................
For and on behalf of

[Potential Purchaser/Purchaser's agent/broker]

                                      -86-


                                   SCHEDULE 8

                                   TIMETABLES

                                     Part I
                                      Loans

<TABLE>
<CAPTION>
                                               Loans in euro         Loans in            Loans in other
                                               or dollars            sterling            currencies
<S>                                               <C>                  <C>                      <C>
Agent notifies the Borrower if a currency             -                    -                    U-4
is approved as an Optional Currency in
accordance with Clause 4.3 (Conditions
relating to Optional Currencies)

Delivery of a duly completed Utilisation             U-3                  U-1                   U-3
Request (Clause 5.1 (Delivery of a
Utilisation Request)                                9.30am               9.30am                9.30am

Agent determines (in relation to a                                        U-1                   U-3
Utilisation) the Base Currency Amount of
the Loan, if required under Clause 5.4                -                   noon                  noon
(Lenders' participation)

Agent notifies the Lenders of the Loan in            U-3                  U-1                   U-3
accordance with Clause 5.4 (Lenders'
participation)                                      3.00pm               3.00pm                3.00pm

Agent receives a notification from a                                      U-1                   U-3
Lender under Clause 6.2 (Unavailability
of a currency)                                        -                  5.00pm                5.00pm

Agent gives notice in accordance with                                      U                    U-2
Clause 6.2 (Unavailability of a currency)
                                                      -                  9.30am                9.30am

LIBOR or EURIBOR is fixed               Quotation Day as of          Quotation Day       Quotation Day as
                                        11:00 a.m. London time       as of 11:00         of 11:00 a.m.
                                        in respect of LIBOR          a.m.
                                        and as of 11.00 a.m.
                                        Brussels time in
                                        respect of EURIBOR
</TABLE>

"U" = date of utilisation
"U - X" = X Business Days prior to date of utilisation

                                      -87-

                                    Part II

                                 Bank Guarantee

Delivery  of  a  duly  completed  Utilisation  Request      U-3 9.30 a.m.
(Clause 7.3  (Delivery  of a  Utilisation
Request for Bank Guarantee))

Delivery of a duly completed  Renewal  Request              U-3 9.30 a.m.
(Clause 7.7 (Renewal of a Bank Guarantee)

"U" = date of utilisation

"U - X" = Business Days prior to date of utilisation

                                      -88-


                                   SCHEDULE 9

                       FORM OF SVG DIAMOND BANK GUARANTEE

SVG Diamond Holdings Limited
47 Esplanade
St. Helier
Jersey JE1 0BD


Dear Sirs

GUARANTEE

1.   We are informed that SVG Capital plc, a company  incorporated in England
     and Wales with registered  number 3066856,  (the "Equity  Contributor") has
     agreed  to  make  equity  contributions  on or  prior  to the  date of this
     guarantee  to you as  contemplated  under the terms of the  memorandum  and
     articles of  association  dated 28 September  2004 of SVG Diamond  Holdings
     Limited (the "Memorandum and Articles").

2.   We, The Royal Bank of Scotland plc of Trade Services, City International
     Banking  Centre,  P O Box 39971,  Devonshire  Square,  London EC2M 4XB, the
     United Kingdom, hereby give you (subject to the terms and conditions stated
     below) our irrevocable and unconditional guarantee and undertake to pay you
     any amount or amounts not exceeding the Total  Aggregate  Amount in respect
     of a claim made upon us  alleging a failure  by the Equity  Contributor  to
     perform any payment  obligation in relation to PEI Preferred  Equity Shares
     (as  defined  in  the  Memorandum  and  Articles)   including  any  payment
     obligation in relation to any Callable  Subscription  Monies (as defined in
     the Memorandum and Articles) in respect of the Equity Contributor under the
     Memorandum and Articles  provided that our aggregate  liability  under this
     guarantee  in respect  of a claim or claims  made upon us  alleging  such a
     failure by the  Equity  Contributor  shall not  exceed the Total  Aggregate
     Amount.

     "Total Aggregate Amount" means EUR72,000,000.

3.   Any such amount or amounts will be paid within ten  Business  Days after
     the receipt by us at any time, at the then  effective  address for delivery
     to us on a Business Day in accordance with paragraph 6 below, of all of the
     following:

     (a)  your demand in writing  substantially in the form scheduled hereto
          to us; and

     (b)  a copy of this guarantee.

     For the  avoidance of doubt,  it is hereby  confirmed  that this  guarantee
     constitutes  our direct  obligation to make payment in accordance  with the
     terms of this guarantee and without reference to the Equity  Contributor or
     any other person, whether or not the Equity Contributor or any other person
     disputes  the truth or  accuracy of any  statement  made in your demand and
     without  examination of the liability of the Equity  Contributor  under the
     Memorandum and Articles.

                                      -89-

4.

     (a)  Payment  by us to you of all and any sums  paid by us under  this
          guarantee  shall  be a good  discharge  of our  liability  under  this
          guarantee  to the  extent  of the  sum(s)  so paid and we shall not be
          concerned to see to the application of any such sum(s).

     (b)  We may  rely on any  demand  or  other  documents  or  information
          believed  by us to be genuine  and  correct and to have been signed or
          communicated  by the person(s) by whom it purports to have been signed
          or  communicated  and we shall not be liable for the  consequences  of
          such reliance and shall have no obligation to verify that the facts or
          matters stated therein are true and correct.

5.
     (a)   This  guarantee  will expire at 11.00am  (London time) on the date
          falling 90 months after the date of this guarantee (the "Expiry Date")
          except in respect of any written demand for payment complying with all
          the requirements  hereof received by us at our then effective  address
          for  delivery  applicable  under  paragraph  6 below  before  11.00 am
          (London  time) on the Expiry  Date.  After such time,  this  guarantee
          shall  be null  and void and we  shall  have no  liability  under  it,
          whether  returned  to us or not,  save  to the  extent  of any  demand
          delivered  to  us  prior  to  such  time  which   complies   with  the
          requirements of this guarantee.

     (b)   Our  obligations  under this guarantee will not be affected by any
          act,  omission,  matter  or thing  which,  but for this  clause  would
          reduce,  release or prejudice any of our obligations under this clause
          (without  limitation  and  whether  or not  known  to us or any  other
          person) including:

          (i)  any time,  waiver or consent granted to, or composition with,
               the Equity Contributor under this guarantee;

          (ii) the release of the Equity Contributor under the terms of any
               composition or arrangement;

          (iii)the taking,  variation,  compromise,  exchange,  renewal or
               release or, or refusal or neglect to perfect, take up or enforce,
               any  rights  against,  or  security  over  assets  of, the Equity
               Contributor  under  this  guarantee  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;

          (iv) any  incapacity  or  lack  of  power,  authority  or  legal
               personality  of or dissolution or change in the members or status
               of the Equity Contributor under this guarantee;

          (v)  any   enforceability,   illegality   or  invalidity  of  any
               obligation of the Equity  Contributor  under the  Memorandum  and
               Articles; or

          (vi) any insolvency or similar  proceedings  affecting the Equity
               Contributor.

                                      -90-

6.   Where a notice or demand  relating to this  guarantee is given by you to
     us, it may be  serviced  by leaving it or sending it by  recorded  delivery
     post to us at:

     The Royal Bank of Scotland plc
     Trade Services
     City International Banking Centre
     P O Box 39971
     Devonshire Square
     London EC2M 4XB

     marked for the attention of Bonds and Guarantees

     (or such other address in the United  Kingdom as we notify you from time to
     time),  and to you at your address  stated above (or such other  address in
     the United Kingdom as you notify us in writing from time to time).

7.   We hereby waive any right we may have of first  requiring you to proceed
     against or enforce any other  rights or security or claim  payment from any
     person before  claiming from us under this  guarantee.  This waiver applies
     irrespective of any law to the contrary.

8.   Payment of any demand  complying with the requirements of this guarantee
     shall be made by us in euros to such  bank(s) in the United  Kingdom as you
     shall  specify in your demand.  For the  avoidance of doubt,  our aggregate
     liability  under this guarantee (and the figures in paragraph 2 above) will
     reduce on a euro for euro  basis for each  payment  made by us by virtue of
     this guarantee.

9.   The benefit of this guarantee is personal to you and may not be assigned
     or transferred  without our prior written  consent.  We hereby agree to the
     assignment by way of security of the benefits of this  guarantee to the PEI
     Trustee (as defined in the Memorandum and Articles) to secure amounts owing
     under and in relation to the PEI Notes (as  defined in the  Memorandum  and
     Articles) and the trust deed constituting the PEI Notes.

10.  For the  purposes  of this  guarantee,  "Business  Day" has the meaning
     given to such term in the Memorandum and Articles

11.  This  guarantee  is governed  by, and  construed  in  accordance  with,
     English  law and shall be  subject  to the  exclusive  jurisdiction  of the
     English courts.

        SUBSCRIBED FOR AND ON BEHALF OF                       )
        THE ROYAL BANK OF SCOTLAND plc                        )
        by [       ] acting under a power of attorney in his  )
        favour dated 30 October 2003 at Edinburgh             )
        on [                 ]      )

        In the presence of:

        Signature of Witness:       ____________________________

        Full Name of Witness:       ____________________________

                                      -91-


        Address:     The Royal Bank of Scotland plc
                     Bonds and Guarantees
                     Trade Services
                     City International Banking Centre
                     P O Box 39971
                     Devonshire Square
                     London EC2M 4XB

                                      -92-


                                    SCHEDULE
                                 Form of Demand

The Royal Bank of Scotland plc
Trade Services
City International Banking Centre
P O Box 39971
Devonshire Square
London EC2M 4XB

Attention:  Bonds and Guarantees

Dated:   [o]



Dear Sirs

We refer to the  guarantee  issued  by you to us dated [o] 2004 in  relation  to
certain payment obligations of [o] (the "Guarantee"). A copy of the Guarantee is
appended to this demand.

Terms used in this demand  shall have the same  meanings as given to them in the
Guarantee unless otherwise defined in this demand.

We confirm the following:

1.   the Equity  Contributor  is obliged to pay us EUR[o] in  relation to PEI
     Preferred  Equity Shares under the  Memorandum and Articles on [o] [specify
     date for satisfaction] (the "Memorandum and Articles  Obligation") after we
     made a call in relation to the Callable  Subscription  Monies in respect of
     the Equity Contributor on [ ];

2.   the  Memorandum  and  Articles  Obligation  has not been  cancelled  or
     fulfilled in full;

3.   we have demanded that the Equity  Contributor  fulfil the Memorandum and
     Articles  Obligation  [in full]  which it has  failed to do within the time
     specified in our demand; and

4.   accordingly, the Memorandum and Articles Obligation of EUR[o] is due and
     payable under the Memorandum and Articles and has not been paid.

We hereby  demand you to pay us EUR[o]  within ten Business Days of your receipt
of this demand into the following account:

Account No.:

Bank:

Sort Code:

Name of Account:

Reference:

Yours faithfully

                                      -93-




.......................
for and on behalf of
SVG Diamond Holdings Limited


                                      -94-

                                   SIGNATURES

The Borrower

SVG CAPITAL PLC

By:      NICHOLAS FERGUSON



The Joint Lead Arrangers

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:      IAN SHANKS



THE ROYAL BANK OF SCOTLAND PLC

By:      LAURENCE CHRISTIE



The Agent

THE ROYAL BANK OF SCOTLAND PLC

By:      LAURENCE CHRISTIE



The Original Lenders

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:      IAN SHANKS



THE ROYAL BANK OF SCOTLAND PLC

By:      LAURENCE CHRISTIE



The Issuing Bank

THE ROYAL BANK OF SCOTLAND PLC

By:      LAURENCE CHRISTIE

                                      -95-

                                    APPENDIX

                      FURTHER DIAMOND BANK GUARANTEE LETTER


From:    SVG Capital plc

To:      [Agent]

Dated:

Dear Sirs

                                 SVG Capital plc
                        EUR600,000,000 Facility Agreement
                              dated ___ March 2006
                           (the "Facility Agreement")

1.   We refer to the Facility  Agreement.  Unless  otherwise  defined,  terms
     defined in the Facility  Agreement  have the same meaning when used in this
     letter, which is a Further Diamond Bank Guarantee Letter.

2.   In this letter:

     (i)  "Callable  Subscription  Monies [III/IV]" has the meaning given to
          that term in the Memorandum and Articles of Association of SVG Diamond
          Holdings [III/IV] Limited;

     (ii) "Further Current  Outstanding  Amount" means at any time during a
          Calculation Period, the aggregate of the Remaining Initial Issue Price
          [III/IV]  at that time and an amount  equal to EURIBOR  applied to the
          Remaining Initial Issue Price [III/IV] from time to time in respect of
          that Calculation  Period and EURIBOR applied to the Remaining  Initial
          Issue Price [III/IV] from time to time in respect of each  Calculation
          Period falling prior to that Calculation  Period, less an amount equal
          to the  amount  by which the  total of (i) any  Callable  Subscription
          Monies  [III/IV] paid by us in respect of PEI Preferred  Equity Shares
          [III/IV]  which have been held by the  Borrower  and (ii) the Callable
          Subscription Monies [III/IV],  in respect of each PEI Preferred Equity
          Share  [III/IV] which we have disposed of (and therefore it would have
          no liability  on a call in respect of such share),  at the time of the
          relevant disposal, exceeds the Satisfied Initial Issue Price [III/IV];

     (iii)"PEI Preferred  Equity Shares [III/IV]" has the meaning given to
          that term in the Memorandum and Articles of Association of SVG Diamond
          Holdings   [III/IV]   Limited  [but  shall  not  include  any  [insert
          description   of  any  shares   which  will  not  be  covered  by  the
          guarantee]];

     (iv) "Remaining Initial Issue Price [III/IV]" means at any time [euro]
          [o] less the Satisfied Initial Issue Price [III/IV]; and

     (v)  "Satisfied  Initial Issue Price  [III/IV]"  means at any time the
          amount of Callable  Subscription  Monies [III/IV] which have been paid
          by us, and which are not  attributable  to EURIBOR,  in respect of the
          PEI Preferred Equity Shares [III/IV] held by us at that time, together
          with [insert nominal share value] for each PEI Preferred  Equity Share
          [III/IV] which has been, but at that time is no longer, held by us.

                                      -96-


3.   We wish to arrange for a Further  Diamond Bank Guarantee to be issued by
     the Issuing Bank on the following terms:

     Proposed Utilisation Date:      [   ]   (or, if that is not a Business Day,
                                     the next Business Day)

     Amount:                         [     ] or, if less, the Available Facility

     Base Currency Amount :          [     ]

     Beneficiary:                    [     ]

     Term or Expiry Date:            [     ]

4.   We hereby  agree,  for the  purposes  of Clause  8.1(d) of the  Facility
     Agreement,  that  within 5  Business  Days of us  becoming  aware  that the
     Further  Current  Outstanding  Amount is equal to or greater than the Total
     Aggregate   Amount  (as  defined  in  the  attached  Further  Diamond  Bank
     Guarantee),  we will  pay the  Callable  Subscription  Monies  [III/IV]  in
     respect of all our PEI Preferred  Equity  Shares  [III/IV] to the issuer in
     accordance  with article [o] of the  Memorandum and Articles of Association
     of SVG Diamond Holdings [III/IV] Limited.

5.   We hereby  agree,  for the  purposes  of Clause  8.3(a) of the  Facility
     Agreement,  to pay a  bank  guarantee  fee  in  euros  which  shall  be the
     aggregate  of (A) an amount  computed at the same rate as the Margin on the
     Further Current  Outstanding  Amount less the amount of cash cover (if any)
     provided  by us in respect of all or any part of the Further  Diamond  Bank
     Guarantee  to which this letter  relates and (B) an amount  computed at the
     same rate as the commitment fee set out in Clause 14.1  (Commitment fee) on
     the  difference  between  the Total  Aggregate  Amount  (as  defined in the
     attached   Further   Diamond  Bank   Guarantee)  and  the  Further  Current
     Outstanding Amount.

6.   We hereby  agree,  for the  purposes of Clause  21.4(e) of the  Facility
     Agreement,  to provide  details of the amount of any Callable  Subscription
     Monies  [III/IV] paid by us or of any disposals or other  dealings by us in
     any PEI  Preferred  Equity  Shares  [III/IV]  in respect of which there are
     Callable  Subscription  Monies  [III/IV] to enable the Lenders to calculate
     the Further Current Outstanding Amount.

7.   We  confirm  that  each  condition  specified  in  Clause  7.6(b) of the
     Facility Agreement is satisfied on the date of this letter.

8.   We attach a copy of the proposed Bank Guarantee.

9.   This letter is irrevocable.


Delivery Instructions:

                                      -97-
[specify delivery instructions]

We would be  grateful  if you would sign and return  the  enclosed  copy of this
letter as confirmation  that the Lenders and the Issuing Bank have approved this
letter as a Further Diamond Bank Guarantee Letter,  designated the attached Bank
Guarantee as a Diamond Bank  Guarantee and, to the extent the expiry date of the
attached Bank Guarantee is later than the Termination Date, approved such expiry
date.

                                Yours faithfully





                                 ..................

                            authorised signatory for
                                 SVG Capital plc



We acknowledge and agree to the above:

.................................

For and on behalf of The Royal Bank of Scotland plc (as Agent)

                                      -98-