Exhibit 10.2


 


€650,000,000


 


FACILITY AGREEMENT


 


 


dated 7 February 2005


 


 


for


 


 


AON CORPORATION


 


 


arranged by


 


CITIGROUP
GLOBAL MARKETS LIMITED

ING BANK N.V.


 


and


 


THE ROYAL BANK OF SCOTLAND plc


 


 


with


 


 


CITIBANK INTERNATIONAL plc

acting as Agent


 


 





 


Ref: PHPS/ELF


 





















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  SECTION 1

  	
   

  
	
   

  	
   

  	
  INTERPRETATION

  	
   

  
	
  1.

  	
   

  	
  Definitions and interpretation

  	
   

  
	
   

  	
   

  	
  SECTION 2

  	
   

  
	
   

  	
   

  	
  THE FACILITY

  	
   

  
	
  2.

  	
   

  	
  The
  Facilities

  	
   

  
	
  3.

  	
   

  	
  Purpose

  	
   

  
	
  4.

  	
   

  	
  Conditions of Utilisation

  	
   

  
	
   

  	
   

  	
  SECTION 3

  	
   

  
	
   

  	
   

  	
  UTILISATION

  	
   

  
	
  5.

  	
   

  	
  Utilisation

  	
   

  
	
  6.

  	
   

  	
  Optional Currencies

  	
   

  
	
   

  	
   

  	
  SECTION
  4

  	
   

  
	
   

  	
   

  	
  REPAYMENT,
  PREPAYMENT AND CANCELLATION

  	
   

  
	
  7.

  	
   

  	
  Repayment

  	
   

  
	
  8.

  	
   

  	
  Prepayment and
  cancellation

  	
   

  
	
   

  	
   

  	
  SECTION 5

  	
   

  
	
   

  	
   

  	
  COSTS OF UTILISATION

  	
   

  
	
  9.

  	
   

  	
  Interest

  	
   

  
	
  10.

  	
   

  	
  Interest Periods

  	
   

  
	
  11.

  	
   

  	
  Changes to
  the calculation of interest

  	
   

  
	
  12.

  	
   

  	
  Fees

  	
   

  
	
   

  	
   

  	
  SECTION 6

  	
   

  
	
   

  	
   

  	
  ADDITIONAL
  PAYMENT OBLIGATIONS

  	
   

  
	
  13.

  	
   

  	
  Tax gross up and
  indemnities

  	
   

  
	
  14.

  	
   

  	
  Increased costs

  	
   

  
	
  15.

  	
   

  	
  Other indemnities

  	
   

  
	
  16.

  	
   

  	
  Mitigation by the
  Lenders

  	
   

  
	
  17.

  	
   

  	
  Costs and expenses

  	
   

  
	
   

  	
   

  	
  SECTION 7

  	
   

  
	
   

  	
   

  	
  GUARANTEE

  	
   

  
	
  18.

  	
   

  	
  Guarantee and indemnity

  	
   

  
	
   

  	
   

  	
  SECTION
  8

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS,
  UNDERTAKINGS AND EVENTS OF DEFAULT

  	
   

  
	
  19.

  	
   

  	
  Representations

  	
   

  
	
  20.

  	
   

  	
  Information undertakings

  	
   

  
	
  21.

  	
   

  	
  Financial covenants

  	
   

  
	
  22.

  	
   

  	
  General undertakings

  	
   

  
	
  23.

  	
   

  	
  Events of Default

  	
   

  
	
   

  	
   

  	
  SECTION 9

  	
   

  
	
   

  	
   

  	
  CHANGES TO PARTIES

  	
   

  
	
  24.

  	
   

  	
  Changes to the Lenders

  	
   

  
					



 


i





















 


	
  25.

  	
   

  	
  Changes to the Obligors

  	
   

  
	
   

  	
   

  	
  SECTION 10

  	
   

  
	
   

  	
   

  	
  THE FINANCE PARTIES

  	
   

  
	
  26.

  	
   

  	
  Role of the
  Agent and the Arranger

  	
   

  
	
  27.

  	
   

  	
  Conduct
  of business by the Finance Parties

  	
   

  
	
  28.

  	
   

  	
  Sharing among the
  Finance Parties

  	
   

  
	
   

  	
   

  	
  SECTION 11

  	
   

  
	
   

  	
   

  	
  ADMINISTRATION

  	
   

  
	
  29.

  	
   

  	
  Payment mechanics

  	
   

  
	
  30.

  	
   

  	
  Set-off

  	
   

  
	
  31.

  	
   

  	
  Notices

  	
   

  
	
  32.

  	
   

  	
  Calculations and certificates

  	
   

  
	
  33.

  	
   

  	
  Partial invalidity

  	
   

  
	
  34.

  	
   

  	
  Remedies and waivers

  	
   

  
	
  35.

  	
   

  	
  Amendments and waivers

  	
   

  
	
  36.

  	
   

  	
  Counterparts

  	
   

  
	
  37.

  	
   

  	
  Waiver of Consequential
  Damages

  	
   

  
	
   

  	
   

  	
  SECTION 12

  	
   

  
	
   

  	
   

  	
  GOVERNING LAW AND ENFORCEMENT

  	
   

  
	
  38.

  	
   

  	
  Governing law

  	
   

  
	
  39.

  	
   

  	
  Enforcement

  	
   

  



 


THE SCHEDULES


 


	
  SCHEDULE

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  1 The Original Parties

  	
   

  
	
  SCHEDULE
  2 Conditions precedent

  	
   

  
	
  SCHEDULE
  3 Utilisation Request

  	
   

  
	
  SCHEDULE
  4 Mandatory Cost Formulae

  	
   

  
	
  SCHEDULE
  5 Form of Transfer Certificate

  	
   

  
	
  SCHEDULE
  6 Form of Accession Letter

  	
   

  
	
  SCHEDULE
  7 Form of Resignation Letter

  	
   

  
	
  SCHEDULE
  8 Form of Compliance Certificate

  	
   

  
	
  SCHEDULE
  9 Timetables

  	
   

  
	
  SCHEDULE
  10 Form of TEG Letter

  	
   

  
	
  SCHEDULE
  11 Material Subsidiaries

  	
   

  



 


ii





















 


THIS
AGREEMENT is dated 7 February 2005 and made between:


 


(1)                            AON
CORPORATION, a company incorporated in the State of Delaware (the “Company”);


 


(2)                            THE
SUBSIDIARIES of the Company listed in Part I of Schedule 1 as original
borrowers (the “Original Borrowers”);


 


(3)                            CITIGROUP
GLOBAL MARKETS LIMITED, ING BANK N.V. and THE ROYAL BANK OF SCOTLAND plc as
mandated lead arrangers (whether acting individually or together the “Arranger”);


 


(4)                            THE
FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”); and


 


(5)                            CITIBANK
INTERNATIONAL plc as agent of the other Finance Parties (the “Agent”).


 


IT
IS AGREED as follows:


 


SECTION 1


 


INTERPRETATION


 


1.                                 DEFINITIONS AND INTERPRETATION


 


1.1                           Definitions


 


In
this Agreement:


 


“Accession Letter” means a document
substantially in the form set out in Schedule 6 (Form of Accession Letter).


 


“Additional Borrower” means a company which
becomes an Additional Borrower in accordance with Clause 25 (Changes to the  Obligors).


 


“Additional Cost Rate” has the meaning given
to it in Schedule 4 (Mandatory Cost
Formulae).


 


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


 


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


 


“Anti-Terrorism Laws” means the Executive
Order and the USA Patriot Act.


 


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


 


“Availability Period” means, in relation to
a Facility, the period from and including the date of this Agreement to and
including the Business Day one month before the Termination Date applicable to
that Facility.


 


“Available Commitment” means, in relation to
a Facility, a Lender’s Commitment under that Facility minus:


 





















 


(a)                                   the Base Currency Amount of its participation in any
outstanding Loans under that Facility; and


 


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


 


other than that Lender’s participation in any Loans
that are due to be repaid or prepaid under that Facility on or before the
proposed Utilisation Date.


 


“Available Facility” means, in relation to a
Facility, the aggregate for the time being of each Lender’s Available
Commitment in respect of that Facility.


 


“Base Currency” or “€” means euro.


 


“Base Currency Amount” means, in relation to
a Loan, the amount specified in the Utilisation Request delivered by a Borrower
for that Loan (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.


 


“Borrower” means an Original Borrower or an
Additional Borrower, unless it has ceased to be a Borrower in accordance with
Clause 25 (Changes to the  Obligors).


 


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


 


(a)                                   the
interest, excluding the Margin and Mandatory Cost element of that 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 interbank 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.


 


“Canadian Borrower” means AON Finance N.S.
1, ULC and any Additional Borrower existing under the laws of Canada or any
province or territory thereof.


 


“Cananwill Documents” means (i) the Second
Amended and Restated Purchase Agreement, dated as of March 30 2001, by and
among Cananwill Premium Credit Trust, Cananwill Corporation, the Company, the
Purchasers and Managing Agents listed on the signature pages


 


2





















 


thereto
and JP Morgan Chase Bank, N.A. (successor by merger to Bank One, NA), as
Administrative Agent, (ii) the Receivables Purchase Agreement, dated as of
December 11 2002, by and among Cananwill Canada Limited, the Company and CIBC
Mellon Trust Company, in its capacity as Trustee of Plaza Trust, (iii) the
Amended and Restated Receivables Purchase Agreement, dated as of December 19
2002, by and among Cananwill Receivables Purchase Facility, L.L.C., Cananwill
Europe Limited, the Company, the Purchasers and Managing Agents listed on the signature
pages thereto and JP Morgan Chase Bank, N.A. (successor by merger to Bank One,
NA), as administrative agent, and (iv) the Receivables Facilities Agreement,
dated as of December 20 2001, by and among Abel Tasman Holdings Pty Limited,
Cananwill Australia Pty Limited, Cananwill, Inc. and ABN AMRO Asset Management
(Australia) Limited, in each case as the same may be modified, amended or
supplemented from time to time, provided that such modification, amendment or
supplement does not change the fundamental nature thereof.


 


“Change of Control” means the occurrence
where a person (whether alone or together with any associated person or
persons) becomes a beneficial owner of shares in the issued share capital of
the Company carrying the right to exercise more than 50 per cent. of the votes
exercisable at a general meeting of the Company (for the purposes of this
definition, “associated person”
means, in relation to any person, a person who is (i) “acting in concert” (as defined in the City
Code on Takeovers and Mergers) with that person or (ii) a “connected person” (as defined in Section
839 of the Taxes Act) of that person).


 


“Code” means the US Internal Revenue Code of
1986, as amended, reformed or otherwise modified from time to time.


 


“Commitment” means a Facility A Commitment or a Facility B Commitment.


 


“Compliance Certificate” means a certificate
substantially in the form set out in Schedule 8 (Form of Compliance Certificate).


 


“Confidentiality Undertaking” means a
confidentiality undertaking substantially in a recommended form of the LMA or
in any other form agreed between the Company and the Agent.


 


“Consolidated Interest Expense” has the
meaning given to it in Clause 21 (Financial
covenants).


 


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


 


“Debt Rating Level” means the Company’s
senior unsecured long term debt rating by S&P and/or Moody’s.


 


“Default” means an Event of Default or any
event or circumstance specified in Clause 23 (Events
of Default) which would (with the expiry of a grace period, the
giving of notice, the making of any determination referred to in Clause 23 (Events of Default) or any combination of
any of the foregoing) be an Event of Default.


 


“Deficit Reduction Contribution” has the
meaning given to it in Section 412(l)(2) of the Code.


 


3





















 


“Designated Person” means a person (i)
listed in the annex to, or otherwise subject to the provisions of, the
Executive Order; (ii) named as a “specifically designated national and blocked
Person” on the most current list published by the Office of Foreign Assets
Control of the U.S. Department of the Treasury at its official website or any
replacement website or other replacement official publication of such list; or
(iii) owned or controlled by, or acting for or on behalf of, any person
referred to in (i) or (ii) above.


 


“Disclosed Claims” means any investigation,
litigation or proceedings disclosed in:


 


(a)                                   the Company’s quarterly report on Form 10-Q for the
fiscal quarter ended 30 September 2004; and


 


(b)                                  the Company’s Form 8-K dated 6 December 2004,


 


in each case as filed with the US Securities and
Exchange Commission.


 


“Dutch Banking Act” means the Dutch 1992
Banking Act (“Wet toezicht Kredietwezen 1992”).


 


“Dutch Banking Act Exemption Regulation”
means the Dutch 1992 Banking Act Exemption Regulation (“Vrijstellingsregeling Wtk 1992”).


 


“Dutch Borrower” means Aon Holdings B.V. and
any Additional Borrower incorporated in the Netherlands.


 


“EBITDA” has the meaning given to it in
Clause 21 (Financial covenants).


 


“English Borrowers” means Aon Finance
Limited, Aon Limited and any Additional Borrower incorporated in England and
Wales.


 


“Environment” means living organisms
including the ecological systems of which they form part and the following
media:


 


(a)                                   air (including air within natural or man-made structures,
whether above or below ground);


 


(b)                                  water (including territorial, coastal and inland waters,
water under or within land and water in drains and sewers); and


 


(c)                                   land (including land under water).


 


“Environmental Law” means all laws and
regulations of any relevant jurisdiction which:


 


(a)                                   have as a purpose or effect the protection of, and/or
prevention of harm or damage to, the Environment;


 


(b)                                  provide remedies or compensation for harm or damage to the
Environment; or


 


(c)                                   relate to Hazardous Substances or health and safety matters.


 


“ERISA” means the US Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


“ERISA Termination Event” means, with
respect to a plan which is subject to Title IV of ERISA:


 


(a)                                   a Reportable Event;


 


4





















 


(b)                                  the
withdrawal of the Company or any other member of the Controlled Group from such
Plan during a plan year in which the Company or any other member of the Controlled
Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or
was deemed such under Section 4062(e) of ERISA;


 


(c)                                   the termination of such Plan, the filing of a notice of
intent to terminate such Plan or the treatment of an amendment of such Plan as
a termination under Section 4041 of ERISA;


 


(d)                                  the institution by the PBGC of proceedings to terminate
such Plan;


 


(e)                                   any event or condition which might constitute grounds
under Section 4042 or ERISA for the termination of or appointment of a trustee
to administer, such Plan.


 


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


 


(a)                                   the applicable Screen Rate; or


 


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


 


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


 


“Event of Default” means any event or
circumstance specified as such in Clause 23 (Events
of Default).


 


“Executive Order” means the U.S. Executive
Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons
who Commit, Threaten to Commit, or Support Terrorism,
which came into effect on September 23, 2001.


 


“Facility” means Facility A
or Facility B.


 


“Facility A” means the revolving loan
facility made available under this Agreement as described in Clause 2.1(a) (The  Facilities).


 


“Facility A Commitment” means:


 


(a)                                   in
relation to an Original Lender the amount in the Base Currency set opposite its
name under the heading “Facility A Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of
any other Facility A Commitment transferred to it under this Agreement; and


 


(b)                                  in relation to any other Lender, the amount in the Base
Currency of any Facility A Commitment transferred to it under this Agreement,


 


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


 


“Facility A Lender” means a Lender with a
Facility A Commitment.


 


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


 


5





















 


“Facility B” means the revolving loan
facility made available under this Agreement as described in Clause 2.1(b) (The  Facilities).


 


“Facility B Commitment” means:


 


(a)                                   in
relation to an Original Lender the amount in the Base Currency set opposite its
name under the heading “Facility B Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of
any other Facility B Commitment transferred to it under this Agreement; and


 


(b)                                  in relation to any other Lender, the amount in the Base
Currency of any Facility B Commitment transferred to it under this Agreement,


 


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


 


“Facility B Lender” means a Lender with a
Facility B Commitment.


 


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


 


“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 the letters dated 4
January 2005 between one or more Arranger and the Company and the letter dated
on or about the date of this Agreement between the Agent and the Company
setting out any of the fees referred to in Clause 12 (Fees).


 


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


 


“Finance Party” means the Agent, the
Arranger or a Lender.


 


“Financial Indebtedness” means any
indebtedness (without double counting) for or in respect of:


 


(a)                                   moneys borrowed;


 


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


 


(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,
conditional sale agreement 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 (including
any forward sale or purchase agreement) required to be accounted for as a
borrowing;


 


6





















 


(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 net amount due and payable shall be
taken into account);


 


(h)                                  shares which are expressed to be redeemable at the option of
the holder prior to the Termination Date for Facility B;


 


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


 


(j)                                      the amount of any liability in respect of any guarantee
or indemnity for any of the items referred to in paragraphs (a) to (i) above,


 


but shall exclude indebtedness for the time being owing
by one member of the Group to another member of the Group.


 


“Financial Year” means the twelve month
accounting period of the Company in respect of which it prepares its audited
consolidated financial statements.


 


“French Borrower” means AON France S.A. and
any Additional Borrower incorporated in France.


 


“Funded Current Liability Percentage” has
the meaning given to it in Section 412(l)(9)(C)
of the Code.


 


“GAAP” means, in relation to a company,
generally accepted accounting principles, standards and practices in the
jurisdiction of its incorporation.


 


“German Borrower” means AON Jauch &
Hübener Holdings GmbH and any Additional Borrower incorporated in Germany.


 


“Group” means the Company and its
Subsidiaries for the time being.


 


“Hazardous Substance” means any waste,
pollutant, contaminant or other substance (including any liquid, solid, gas,
ion, living organism or noise) that may be harmful to human health or other
life or the Environment or a nuisance to any person or that may make the use or
ownership of any affected land or property more costly.


 


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


 


“Information Package” means the document in
the form approved by the Company concerning the Group which, at the Company’s
request and on its behalf, was prepared in relation to this transaction and
distributed by the Arranger to selected financial institutions before the date
of this Agreement.


 


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


 


“Lender” means:


 


(a)                                   any Original Lender; and


 


7





















 


(b)                                  any bank, financial institution, trust, fund or other
entity which has become a Party in accordance with Clause 24 (Changes to the Lenders),


 


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


 


“LIBOR” means, in relation to any Loan in a
currency other than 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.


 


“LMA” means the Loan Market Association.


 


“Loan” means a Facility A
Loan or a Facility B Loan.


 


“Majority Lenders” means:


 


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


 


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


 


“Mandatory Cost” means the percentage rate
per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost  Formulae).


 


“Margin” means, in relation to a particular
Interest Period, the rate per annum determined by reference to the credit
ratings assigned by Moody’s and S&P to the Company’s long-term senior
unsecured debt not credit enhanced (each a “long
term credit rating”) last published (and not withdrawn) before the
Quotation Day for that Interest Period, in accordance with the following table:


 


	
  Row

  	
   

  	
  Rating

  	
   

  	
  Facility A Margin (%
  p.a.)

  	
   

  	
  Facility B Margin (%
  p.a.)

  	
   

  
	
  1.

  	
   

  	
  A-/A3 or above

  	
   

  	
  0.35

  	
   

  	
  0.40

  	
   

  
	
  2.

  	
   

  	
  BBB+/Baa1

  	
   

  	
  0.45

  	
   

  	
  0.50

  	
   

  
	
  3.

  	
   

  	
  BBB/Baa2

  	
   

  	
  0.55

  	
   

  	
  0.60

  	
   

  
	
  4.

  	
   

  	
  BBB-/Baa3 or below

  	
   

  	
  0.80

  	
   

  	
  0.95

  	
   

  



 


8





















 


However:


 


(a)                                   subject to
paragraph (b) below, if the long-term credit ratings assigned by Moody’s and
S&P differ by one or more rating rows in the above table, the Margin will
be the rate which is the average of the rates set out in each applicable rating
row;


 


(b)                                  if the
long-term credit rating assigned by Moody’s or S&P is BBB- or Baa3 (as
applicable) or below and if the long-term credit ratings assigned by Moody’s
and S&P differ by one or more rating rows in the above table, the Margin
will be the applicable rate set out in row 4 above; and


 


(c)                                   if there is no, or only one, current long-term credit
rating, or whilst an Event of Default is outstanding, the Margin will be the
applicable rate set out in row 4 above.


 


“Margin Stock” has the meaning given to it
under Regulation U.


 


“Material Adverse Effect” means a material
adverse effect on:


 


(a)                                   the business, condition (financial or otherwise), assets,
performance, prospects or results of operations of the Group taken as a whole;


 


(b)                                  the ability of the Company to perform its obligations
under the Finance Documents; or


 


(c)                                   the validity or enforceability of any Finance Document or
the rights or remedies of the Finance Parties thereunder.


 


“Material Subsidiary” means:


 


(a)                                   a Subsidiary of the Company the total assets or total
revenues of which (consolidated where that Subsidiary itself has Subsidiaries)
as at the date as at which its latest audited consolidated financial statements
were prepared account for 5 per cent. or more of the
consolidated total assets or total revenues of the Group (calculated by
reference to the then latest audited financial statements of the Group); or


 


(b)                                  a Subsidiary of the Company to which has been
transferred (whether in a single transaction or a series of transactions
(whether related or not)) the whole or substantially the whole of the assets of
a Subsidiary which immediately prior to such transaction(s) was a Material
Subsidiary.


 


For
the purposes of this definition:


 


(i)                                      if a
Subsidiary becomes a Material Subsidiary under paragraph (b) above, the
Material Subsidiary by which the relevant transfer was made shall, subject to
paragraph (a) above, cease to be a Material Subsidiary; and


 


(ii)                                   if a
Subsidiary is acquired by the Company after the end of the financial period to
which the latest audited consolidated financial statements of the Group relate,
those financial statements shall be adjusted as if that Subsidiary had been
shown in them by reference to its then latest audited financial statements
(consolidated if appropriate) until audited consolidated financial statements
of the Group for the financial period in which the acquisition is made have
been prepared.


 


“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:


 


9





















 


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


 


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


 


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


 


“Moody’s” means Moody’s Investors Service, Inc..


 


“Multiemployer Plan” means a Plan maintained
pursuant to a collective bargaining agreement or any other arrangement to which
the Company or any member of the Controlled Group is a party to which more than
one employer is obligated to make contributions.


 


“Net Worth” has the meaning given to it in
Clause 21 (Financial covenants).


 


“Obligor” means a Borrower or the Company.


 


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


 


“Original Financial Statements” means:


 


(a)                                   in relation to the Company, the audited consolidated
financial statements of the Group for the Financial Year ended 31 December
2003; and


 


(b)                                  in relation to each Original Obligor other than the
Company, its audited financial statements for its financial year ended 31
December 2003.


 


“Original Obligor” means an Original
Borrower or the Company.


 


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


 


“Party” means a party to this Agreement.


 


“PBGC” means the Pension Benefit Guaranty Corporation
or any successor thereto.


 


“Permitted Security” means:


 


(a)                                   any Security subsisting under or in connection with this
Agreement;


 


(b)                                  any right of set-off arising by operation of law or in
the ordinary course of day-to-day business;


 


(c)                                   any retention of title to goods supplied to a member of
the Group in the day-to-day course of business;


 


(d)                                  Security
for taxes, assessments or governmental charges or levies on the assets of any
member of the Group if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith
and by appropriate proceedings and for which adequate reserves in accordance
with GAAP have been made;


 


10





















 


(e)                                   any lien
arising by operation of law in the day-to-day course of business in respect of
any obligation which is less than 60 days overdue or which is being contested
in good faith and by appropriate means and for which adequate reserves have
been made;


 


(f)                                     Security
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation;


 


(g)                                  utility
easements, building restrictions and such other Security or charges against
real property as are of a nature generally existing with respect to properties
of similar character and which do not in any material way affect the
marketability of the same or interfere with the use thereof in the business of
the Group;


 


(h)                                  Security
created by any member of the Group over deposits and investments in the
ordinary course of such member of the Group’s insurance and reinsurance trade
to comply with the requirements of any regulatory body of insurance or
insurance broking business;


 


(i)                                      Security
over and limited to the balance of credit balances on bank accounts of members
of the Group created in order to facilitate the operation of such bank accounts
and other bank accounts of such members of the Group on a net balance basis
with credit balances and debit balances on the various accounts being netted
off for interest purposes;


 


(j)                                      any
Security arising for the benefit of a credit institution pursuant to
Clause 18 General Banking Conditions of the Netherlands Bankers
Association (Algemene Voorwaarden
van de Nederlandse Vereniging van Banken)
in respect of any bank account held with a credit institution; and


 


(k)                                   Security
not otherwise permitted pursuant to paragraphs (a) to (j) above inclusive over
assets having an aggregate value, and securing Financial Indebtedness in an
aggregate amount, not exceeding an amount equal to 10 per cent. of the Net Worth of the Company (as shown in the Company’s
most recent audited consolidated financial statements).


 


“Plan” means an employee pension benefit
plan, as defined in Section 3(2) of ERISA, as to which the Company or any
member of the Controlled Group may have any liability.


 


“Professional Market Party” means a
professional market party as defined in the Dutch Banking Act Exemption
Regulation from time to time.


 


“Qualifying Lender” has the meaning given to
it in Clause 13 (Tax gross up and
indemnities).


 


“Quarter Date” means each 31 March, 30 June,
30 September and 31 December in each Financial Year of the Company.


 


“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


 


11





















 


(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 for that currency and period 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 in relation to LIBOR
and EURIBOR and Mandatory Cost the principal London offices of Citibank, N.A.,
ING Bank N.V. and The Royal Bank of Scotland plc or such other banks as may be
agreed between the Agent (acting on the instructions of the Majority Lenders)
and the Company.


 


“Regulation “U” or “X” means
Regulation U or X of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor thereto or other regulation or
official interpretation of the Board of Governors relating to, as the case may
be, (i) reserve requirements applicable to depository institutions or (ii) the
extension of credit by persons other than banks, brokers and dealers or, by
securities brokers and dealers or by banks or, as the case may be, by specified
lenders, in each case for the purpose of purchasing or carrying margin stocks
applicable to such persons.


 


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


 


“Relevant Period” has the meaning given to
it in Clause 21 (Financial covenants).


 


“Repeating Representations” means each of
the representations set out in Clauses 19.1 (Status),
19.2 (Binding obligations), 19.3
(Non-conflict with other obligations),
19.4 (Power and authority), 19.5
(Validity and admissibility in evidence),
19.7 (No breach), 19.8 (No misleading information), 19.9 (Financial statements), 19.10 (Pari passu ranking), 19.11 (No proceedings pending or threatened),
19.12 (Compliance with laws and regulations),
19.15 (No Material Adverse Change),
19.17 (ERISA), 19.18 (Federal Reserve Regulations), 19.19 (Investment Company and Public Utility Holding Company),
19.20 (Ownership of Properties),
Clause 19.22 (Insurance Licences)
and paragraphs (a) and (b) of Clause 19.23 (Dutch
Borrowers).


 


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


 


“Reservations” means the principle that
equitable remedies are remedies which may be granted or refused at the
discretion of the court, the limitation of enforcement by-laws relating to
bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
administration and other laws generally affecting the rights of creditors, the
time barring of claims under the Limitation Act 1980, the possibility that an
undertaking to assume liability for or to indemnify against non-payment of
United Kingdom stamp duty may be void, defences of set off or


 


12





















 


counterclaim
and similar principles or any analogous general principles of law under the
laws of any other jurisdictions in which relevant obligations have to be
performed and any other general principles of law limiting its obligations
which are specifically set out in the legal opinions provided pursuant to
Clause 4.1 (Initial conditions precedent).


 


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


 


“Rollover Loan” means
one or more Loans:


 


(a)                                   made or to
be made on the same day that one or more maturing Loans relating to that
Facility is or are due to be repaid;


 


(b)                                  the
aggregate amount of which is equal to or less than the maturing Loan(s)
relating to that Facility (unless it is more than the maturing Loan(s) solely
because it arose as a result of the operation of Clause 6.2 (Unavailability of a currency));


 


(c)                                   in the same currency as the maturing Loan(s) relating to
that Facility (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 the maturing Loan(s) relating to that Facility.


 


“S&P” means Standard & Poor’s Ratings
Services, a division of McGraw-Hill Companies, Inc.


 


“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 Company 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 entered into for the purpose, with the intention
or which has the effect of preferring creditors on an insolvency of any person.


 


“Single Employer Plan” means a Plan subject
to Title IV of ERISA maintained by the Company or any member of the Controlled
Group for employees of the Company or any member of the Controlled Group, other
than a Multiemployer Plan.


 


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


 


“Subsidiary” means a subsidiary within the
meaning of section 736 of the Companies Act 1985 and, for the purpose of Clause
21 (Financial  covenants) and in relation to financial
statements of the Group, a subsidiary undertaking within the meaning of section
258 of the Companies Act 1985.


 


13





















 


“Substantial Portion” means assets which:


 


(a)                                   represent more than 10 per cent. of the consolidated assets of
the Group, as shown in the most recent quarterly consolidated quarterly
statements of the Company delivered to the Agent pursuant to Clause 20.1(b) (Financial statements) preceding the date
on which such determination is made; or


 


(b)                                  are responsible for more than 10 per cent. of the consolidated net sales or of the net income of the
Group for the 12 month period ending on the Quarter Date immediately preceding
the date of determination as shown by the relevant quarterly financial
statements delivered to the Agent pursuant to Clause 20.1(b) (Financial statements).


 


“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:


 


(a)                                   in relation to Facility A, the date which is 3 years
after the date of this Agreement; and


 


(b)                                  in relation to Facility B, the date which is 5 years
after the date of this Agreement.


 


“Total Commitments” means the aggregate of
the Total Facility A Commitments and the Total
Facility B Commitments, being €650,000,000 at the date of this Agreement.


 


“Total Facility A Commitments” means the
aggregate of the Facility A Commitments, being
€325,000,000 at the date of this Agreement.


 


“Total Facility B Commitments” means the
aggregate of the Facility B Commitments, being €325,000,000 at the date of this
Agreement.


 


“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 Company.


 


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


 


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


 


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


 


“Unfunded Current Liability” has the meaning
given to it in Section 412(l)(8)(A) of the Code.


 


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


 


“US” or “United
States” means the United States of America.


 


“US Bankruptcy Law” means the United States
Bankruptcy Code of 1978, as amended from time to time,
or any other United States federal or state bankruptcy, insolvency or similar
law.


 


14





















 


“US Fraudulent Transfer Law” means any
applicable US Bankruptcy Law (including, without limitation, Section 548 of
Title 11 of the United States Bankruptcy Code) or any US federal or state
fraudulent transfer or conveyance statute and any related case law.


 


“USA Patriot Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States.


 


“Utilisation” means a
utilisation of a Facility.


 


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


 


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


 


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


 


1.2                           Construction


 


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


 


(i)                                      the “Agent”, the “Arranger”, any “Finance
Party”, any “Lender”, any “Obligor” or any “Party”  shall be construed so as to include its
successors in title, permitted assigns and permitted transferees;


 


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


 


(iii)                                “dollars” or “US$” means the lawful currency for the time being of the
United States of America.


 


(iv)                               “euro” or “€”
refers to the single currency for the time being of the states which have
adopted the euro in accordance with legislation of the European Community
relating to Economic and Monetary Union.


 


(v)                                  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;


 


(vi)                               “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;


 


(vii)                            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) or two or
more of the foregoing;


 


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


 


(ix)                                 “sterling” or “£” means the lawful currency for the time being of the United
Kingdom;


 


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


 


15





















 


(xi)                                 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                           Third Party Rights


 


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


 


16





















 


SECTION 2


 


THE FACILITY


 


2.                                 THE
FACILITIES


 


2.1                           The Facilities


 


Subject
to the terms of this Agreement, the Lenders make available to the Borrowers:


 


(a)                                   a multicurrency revolving loan facility in an aggregate
amount equal to the Total Facility A Commitments; and


 


(b)                                  a multicurrency revolving loan facility in an aggregate
amount equal to the Total Facility B Commitments.


 


2.2                           Finance Parties’ rights and obligations


 


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


 


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


 


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


 


3.                                 PURPOSE


 


3.1                           Purpose


 


Each
Borrower shall apply all amounts borrowed by it under the Facilities for its
general corporate purposes (including refinancing existing Financial
Indebtedness).


 


3.2                           Monitoring


 


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


 


4.                                 CONDITIONS
OF UTILISATION


 


4.1                           Initial conditions precedent


 


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


 


4.2                           Further conditions precedent


 


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


 


17





















 


(i)                                      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;


 


(ii)                                   the Repeating Representations to be made by the Company
are true in all material respects and will be immediately after the Loan is
made; and


 


(iii)                                in respect
of the most recently ended testing period (in circumstances where the Company
has not yet delivered a Compliance Certificate in respect of such testing
period), the Agent has not received evidence that any financial covenants set
out in Clause 21 (Financial Covenants)
will not be complied with for that testing period.


 


4.3                           Conditions relating to Optional Currencies


 


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


 


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


 


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


 


(b)                           If by the
Specified Time the Agent has received a written request from the Company for a
currency to be approved under paragraph (a)(ii) above,
the Agent will notify the Lenders of that request by the Specified Time.  Based on any responses received by the Agent
by the Specified Time, the Agent will confirm to the Company by the Specified
Time:


 


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


 


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


 


4.4                           Maximum number of Loans


 


(a)                            A Borrower
may not deliver a Utilisation Request if as a result
of the proposed Utilisation more than 12 Loans (including Facility A Loans and
Facility B Loans) would be outstanding.


 


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


 


18





















 


SECTION 3


 


UTILISATION


 


5.                                 UTILISATION


 


5.1                           Delivery of a Utilisation Request


 


A
Borrower may utilise a 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


 


(a)                            Each
Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:


 


(i)                                      it identifies the Facility to be utilised;


 


(ii)                                   the proposed Utilisation Date is a Business Day within
the Availability Period applicable to that Facility;


 


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


 


(iv)                               the proposed Interest Period complies with Clause 10 (Interest Periods); and


 


(v)                                  it
specifies the account and bank (which must be in the principal financial centre
of the country of the currency of the Utilisation or, in the case of euro, the
principal financial centre of a Participating Member State in which banks are
open for general business on that day or London) to which the proceeds of the
Utilisation are to be credited.


 


(b)                           Only one
Loan may be requested in each Utilisation Request.


 


5.3                           Currency and amount


 


(a)                            The
currency specified in a Utilisation Request must be
the Base Currency or an Optional Currency.


 


(b)                           The amount
of the proposed Loan must be:


 


(i)                                      if the currency selected is the Base Currency, a minimum
of €10,000,000 (and an integral multiple of €1,000,000) or, if less, the
Available Facility;


 


(ii)                                   if the currency selected is sterling or US dollars a
minimum of £5,000,000 and US$10,000,000 respectively or, if less, the Available
Facility; or


 


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


 


(iv)                               in any event such that its Base Currency Amount is less
than or equal to 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 by the Utilisation Date through its
Facility Office.


 


19





















 


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


 


5.5                           Designated Entities


 


Where
a Lender (each a “Designating Lender”)
has designated in the signature pages to this Agreement an Affiliate of itself
(each a “Designated Entity”) as
its Facility Office for the purpose of participating in or making Loans to a
Borrower in a particular jurisdiction, the Parties unconditionally and
irrevocably agree that such Designated Entity shall:


 


(a)                                   not have any Commitment (without prejudice to the
Designated Lender’s Commitment);


 


(b)                                  be
entitled to all rights and benefits (other than voting rights which shall
remain with the Designating Lender) under this Agreement relating to its
participation in any Loan to a Borrower in such designated jurisdiction; and


 


(c)                                   have the corresponding duties of a Lender in relation to
such Loans, and shall be a party to this Agreement for that purpose.


 


Such
Designating Lender will procure, subject to the terms of this Agreement, that
the Designated Entity participates in a Loan to any Borrower in the relevant
designated jurisdiction in place of such Designating Lender and the Parties to
the Agreement shall be entitled to treat such Designated Entity as a Lender
accordingly.


 


6.                                 OPTIONAL
CURRENCIES


 


6.1                           Selection of currency


 


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


 


6.2                           Unavailability of a currency


 


If
before the Specified Time on any Quotation Day:


 


(a)                                   a Lender notifies the Agent that the Optional Currency
requested is not readily available to it in the amount required; or


 


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


 


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


 


20





















 


SECTION 4


 


REPAYMENT, PREPAYMENT AND
CANCELLATION


 


7.                                 REPAYMENT


 


Repayment of Loans


 


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


 


8.                                 PREPAYMENT
AND CANCELLATION


 


8.1                           Illegality


 


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


 


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


 


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


 


(c)                                   each
Borrower shall repay that Lender’s participation in the Loans made to that
Borrower on the last day of the Interest Period for each Loan occurring after
the Agent has notified the Company 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).


 


8.2                           Change of control


 


If
there is a Change of Control:


 


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


 


(b)                                  a Lender shall not be obliged to fund a Utilisation
(except for a Rollover Loan); and


 


(c)                                   if a Lender so requires and notifies the Agent within 30
days of the Company notifying the Agent of the event, the Agent shall:


 


(i)                                  as from the date of such notification cancel the
Commitment of that Lender whereupon the Commitment of that Lender will be
cancelled; and


 


(ii)                               declare the participation of that Lender in all outstanding
Loans, together with accrued interest, and all other amounts accrued under the
Finance Documents due and payable, whereupon all such outstanding amounts will
become due and payable within 60 days of the Change of Control.


 


8.3                           Voluntary cancellation


 


The Company
may, if it gives the Agent not less than 15 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 €10,000,000 (and an integral multiple of
€5,000,000)) of an Available Facility. 
Any cancellation under this Clause 8.3 shall reduce the Commitments of
the Lenders rateably under that Facility.


 


21





















 


8.4                           Voluntary prepayment of Loans


 


The
Borrower to which a Loan has been made may, if it gives the Agent not less than
5 Business Days’ (or such shorter period as the Majority Lenders may agree)
prior notice, prepay the whole or any part of a Loan (but, if in part, being an
amount that reduces the Base Currency Amount of the Loan by a minimum amount of
€10,000,000 (and an integral multiple of €5,000,000)).


 


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


 


(a)                            If:


 


(i)                                      any sum payable to any Lender by an Obligor is required
to be increased under paragraph (c) of Clause 13.2 (Tax gross up); or


 


(ii)                                   any Lender claims indemnification from the Company under
Clause 13.3 (Tax indemnity) or
Clause 14 (Increased costs),


 


the Company 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 Loans.


 


(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 Company has given notice
under paragraph (a) above (or, if earlier, the date specified by the Company in
that notice), each Borrower to which a Loan is outstanding shall repay that
Lender’s participation in that Loan.


 


8.6                           Restrictions


 


(a)                            Any notice
of cancellation or prepayment given by any Party under this Clause 8.6 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 a Facility which is
prepaid may be reborrowed in accordance with the terms of this Agreement.


 


(d)                           The
Borrowers shall not repay or prepay all or any part of the Loans 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 8 it shall promptly forward a copy of
that notice to either the Company or the affected Lender, as appropriate.


 


22





















SECTION 5


 


COSTS OF UTILISATION


 


9.           INTEREST


 


9.1         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.


 


9.2         Payment of interest


 


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


 


9.3         Default interest


 


(a)                            If an Obligor fails
to pay any amount payable by it under a Finance Document on its due date,
interest shall accrue on the overdue amount from the due date up to the date of
actual payment (both before and after judgment) at a rate which, subject to
paragraph (b) below, is the sum of 1 per cent and 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 9.3 shall be immediately payable by the Obligor on demand by the
Agent.


 


(b)                           If any overdue amount
consists of all or part of a Loan which became due on a day which was not the
last day of an Interest Period relating to that Loan:


 


(i)                                      the first Interest
Period for that overdue amount shall have a duration equal to the unexpired
portion of the current Interest Period relating to that Loan; and


 


(ii)                                   the rate
of interest applying to the overdue amount during that first Interest Period
shall be the sum of 1 per cent and the rate which would have applied if the
overdue amount had not become due, subject to any applicable restrictions under
French law.


 


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


 


9.4         Notification of rates of
interest


 


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


 


9.5         Canadian Regulatory Compliance


 


(a)                            For the purposes of
the Interest Act (Canada) and
disclosure thereunder, whenever any interest or any fee to be paid hereunder or
in connection herewith is to be calculated on the basis of a


 


23





















 


360-day
year, the yearly rate of interest to which the rate used in such calculation is
equivalent is the rate so used multiplied by the actual number of days in the
calendar year in which the same is to be ascertained and divided by 360. The
rates of interest under this Agreement are nominal rates, and not effective
rates or yields. The principle of deemed reinvestment of interest does not
apply to any interest calculation under this Agreement.


 


(b)                           If any provision of
this Agreement would oblige a Canadian Borrower to make any payment of interest
or other amount payable to any Lender in an amount or calculated at a rate
which would be prohibited by law or would result in a receipt by that Lender of
“interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then,
notwithstanding such provision, such amount or rate shall be deemed to have
been adjusted with retroactive effect to the maximum amount or rate of
interest, as the case may be, as would not be so prohibited by law or so result
in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment
to be effected, to the extent necessary (but only to the extent necessary), as
follows:


 


(i)                                      first, by reducing
the amount or rate of interest required to be paid to the affected Lender
hereunder; and


 


(ii)                                   thereafter,
by reducing any fees, commissions, premiums and other amounts required to be
paid to the affected Lender which would constitute interest for purposes of
Section 347 of the Criminal Code
(Canada).


 


10.         INTEREST
PERIODS


 


10.1       Selection
of Interest Periods


 


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


 


(b)                           Subject to this
Clause 10, a Borrower (or the Company) may select an Interest Period of one
week, 1, 2, 3 or 6 Months or any other period agreed between the Company and
the Agent (acting on the instructions of all the Lenders).


 


(c)                            An Interest Period
for a Loan shall not extend beyond the Termination Date applicable to its
Facility.


 


(d)                           A Loan has one
Interest Period only.


 


10.2       Non-Business
Days


 


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


 


10.3       Taux
Effectif Global


 


In
order to comply with the provisions of Articles L313-1 and L313-2 of the French
Consumer Code (Code de la Consommation),
the effective global rate (taux effectif
global) calculated in accordance with the Articles referred to above
shall be as set out in a letter dated, and received by Aon France S.A. on, the
date of this Agreement from the Agent to Aon France S.A. in the form of the
letter at Schedule 10 (Form of TEG letter).


 


24





















 


11.         CHANGES TO THE CALCULATION OF INTEREST


 


11.1                     Absence of quotations


 


Subject
to Clause 11.2 (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.


 


11.2       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 Dollars 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 35 per cent. of that Loan) that the cost to it
of obtaining matching deposits in the Relevant Interbank Market would be in
excess of LIBOR or, if applicable, EURIBOR.


 


11.3       Alternative
basis of interest or funding


 


(a)                            If a Market
Disruption Event occurs and the Agent or the Company so requires, the Agent and
the Company shall enter into negotiations in good faith (for a period of not
more than 30 days) with a view to agreeing a substitute basis for determining
the rate of interest.


 


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


 


11.4       Break
Costs


 


(a)                            Each Borrower shall,
within 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 that 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.


 


25





















 


12.         FEES


 


12.1       Commitment
fee


 


(a)                            The Company shall pay
to the Agent (for the account of each Lender) a fee in the Base Currency
computed on a day to day basis at a percentage rate per annum equal to 40 per
cent. of the applicable Margin which would apply to a Loan drawn on that day
under the applicable Facility, such fee to be paid on that Lender’s Available
Commitment under Facility A or Facility B, as the case may be, for the
applicable Availability Period.


 


(b)                           The accrued
commitment fee is payable on the last day of each successive period of three
Months which ends during the relevant Availability Period, on the last day of
the Availability Period and, if cancelled in full, on the cancelled amount of
the relevant Lender’s Commitment at the time the cancellation is effective or
as otherwise agreed by an Arranger and the Company.


 


12.2       Arrangement
and participation fee


 


The
Company shall pay to the Arranger an arrangement fee and a participation fee in
the amount and at the times agreed in a Fee Letter or as otherwise agreed by an
Arranger and the Company.


 


12.3       Agency
fee


 


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


 


26





















 


SECTION 6


 


ADDITIONAL PAYMENT OBLIGATIONS


 


13.         TAX
GROSS UP AND INDEMNITIES


 


13.1       Definitions


 


(a)                            In this Agreement:


 


“Obligor’s Jurisdiction” means the
jurisdiction under the laws of which an Obligor is incorporated or, if
different, where that Obligor is treated as resident for the purposes of a
double taxation treaty.


 


“Protected Party” means a Finance Party
which is or will be subject to any liability, or required to make any payment,
for or on account of Tax 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:


 


(i)                                      with respect to
payments by an English Borrower:


 


(A)                           a Lender (other than
a Lender within sub-paragraph (B) below) which is beneficially entitled to
interest payable to that Lender in respect of an advance under a Finance
Document and is:


 


(I)                                            a Lender:


 


1.                                     which is a bank (as
defined for the purpose of section 349 of the Taxes Act) making an advance
under a Finance Document; or


 


2.                                     in respect of an
advance made under a Finance Document by a person that was a bank (as defined
for the purpose of section 349 of the Taxes Act) at the time that that advance
was made,


 


and
which is within the charge to United Kingdom corporation tax as respects any
payments of interest made in respect of that advance; or


 


(II)                                        a Treaty
Lender; or


 


(B)                             a building society
(as defined for the purpose of section 477A of the Taxes Act).


 


(ii)                                   with
respect to payments by a French Borrower, a Lender which is:


 


(A)                           lending through a
Facility Office in France; or


 


(B)                             a Treaty Lender; or


 


(C)                             otherwise entitled
under French tax law to receive interest payments from such Borrower without
such Borrower being required to make any deduction or withholding for or on
account of tax from a payment made under a Finance Document.


 


“Tax Credit” means a credit against, relief
or remission for, 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.


 


27





















 


“Tax Payment” means either the increase in a
payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross up) or a payment under Clause
13.3 (Tax indemnity).


 


“Treaty Lender” means in respect of an
Obligor’s Jurisdiction, a Lender entitled under the provisions of a double
taxation treaty to receive payments of interest from a person resident in that
jurisdiction without a deduction or withholding for or on account of Tax
imposed by that jurisdiction (subject to completion of any necessary procedural
formalities).


 


(b)                           Unless a contrary
indication appears, in this Clause 13 a reference to “determines” or “determined”
means a determination made in good faith in the absolute discretion of the
person making the determination.


 


13.2       Tax
gross up


 


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


 


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


 


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


 


(d)                           An Obligor is not
required to make an increased payment to a Lender under paragraph (c) above for
a Tax Deduction in respect of tax imposed by the United Kingdom or France from
a payment of interest on a Loan, if on the date on which the payment falls due
the payment could have been made to the relevant Lender without a Tax Deduction
if it was a Qualifying Lender, but on that date that Lender is not or has
ceased to be a Qualifying Lender other than as a result of any change after the
date it became a Lender under this Agreement in (or in the interpretation,
administration or application of) any law or double taxation treaty, or any
published practice or concession of any relevant taxing authority; or


 


(e)                            An Obligor is not
required to make an increased payment to a Lender under paragraph (c) above for
a Tax Deduction in respect of tax imposed by the United Kingdom, France,
Germany or the Netherlands from a payment of interest on a Loan, if on the date
on which the payment falls due the relevant Lender is a Treaty Lender and the
Obligor making the payment is able to demonstrate that the payment could have
been made to the Lender without the Tax Deduction had that Lender complied with
its obligations under paragraph (h) below.


 


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


 


(g)                           As soon as reasonably
practicable after making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax Deduction shall
deliver to the


 


28





















 


Agent
for the Finance Party entitled to the payment an original receipt (or certified
copy thereof) 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.


 


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


 


13.3       Tax
indemnity


 


(a)                            The Company 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 in respect of a Finance Document.


 


(b)                           Paragraph (a) above
shall not apply:


 


(i)                                      with respect to any
Tax assessed on a Finance Party:


 


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


 


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


 


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


 


(ii)                                   to the
extent a loss, liability or cost:


 


(A)                           is compensated for by
an increased payment under Clause 13.2 (Tax
gross up); or


 


(B)                             would have been
compensated for by an increased payment under Clause 13.2 (Tax gross up) but was not so compensated
solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross up) applied.


 


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


 


(d)                           A Protected Party
shall, on receiving a payment from an Obligor under this Clause 13.3, notify
the Agent.


 


13.4       Tax
Credit


 


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


 


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


 


(b)                                  that Finance Party
has obtained, utilised and fully retained that Tax Credit on an affiliated
group basis,


 


29





















 


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


 


13.5       Stamp
taxes


 


The
Company 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, stamp duty land tax, registration and other similar
Taxes payable in respect of any Finance Document.


 


13.6       Value
added tax


 


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


 


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


 


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


 


14.         INCREASED
COSTS


 


14.1       Increased
costs


 


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


 


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


 


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


 


(ii)                                   an
additional or increased cost; or


 


30





















 


(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.


 


14.2       Increased
cost claims


 


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


 


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


 


14.3       Exceptions


 


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


 


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


 


(ii)                                   compensated
for by Clause 13.3 (Tax indemnity)
(or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated
solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied);


 


(iii)                                compensated
for by the payment of the Mandatory Cost;


 


(iv)                               attributable
to the wilful breach by the relevant Finance Party or its Affiliates of any law
or regulation; or


 


(v)                                  attributable to any
day more than six months before the first date on which an officer of the
relevant Finance Party, which officer is involved in the financing extended
pursuant to this Agreement, becomes aware of the relevant Increased Cost.


 


(b)                           In this Clause 14.3,
a reference to a “Tax Deduction” has the same meaning given to the term in
Clause 13.1 (Definitions).


 


15.         OTHER
INDEMNITIES


 


15.1       Currency
indemnity


 


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


 


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


 


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


 


that
Obligor shall as an independent obligation, within 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


 


31





















 


exchange
used to convert that Sum from the First Currency into the Second Currency and
(B) the rate or rates of exchange available to that person at the time of its
receipt of that Sum.


 


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


 


15.2       Other
indemnities


 


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


 


(a)                                   the occurrence of any
Event of Default;


 


(b)                                  a failure by an
Obligor to pay any amount due under a Finance Document on its due date,
including without limitation, any cost, loss or liability arising as a result
of Clause 28 (Sharing among the Finance
Parties);


 


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


 


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


 


15.3       Indemnity
to the Agent


 


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


 


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


 


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


 


16.         MITIGATION
BY THE LENDERS


 


16.1       Mitigation


 


(a)                            Each Finance Party
shall, in consultation with the Company, take all reasonable steps to mitigate
any circumstances which arise and which would result in any amount becoming
payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14
(Increased costs) and paragraph 3
of Schedule 4 (Mandatory Cost Formulae)
including (but not limited to) transferring its rights and obligations under
the Finance Documents to another Affiliate or Facility Office.


 


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


 


16.2       Limitation
of liability


 


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


 


32





















 


(b)                           A Finance Party is
not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting
reasonably), to do so might be prejudicial to it.


 


17.         COSTS
AND EXPENSES


 


17.1       Transaction
expenses


 


The
Company shall promptly on demand pay the Agent and the Arranger the amount of
all costs and expenses (including legal fees) reasonably incurred by any of
them in connection with the negotiation, preparation, printing, execution and
syndication of:


 


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


 


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


 


17.2       Amendment
costs


 


If
(a) an Obligor requests an amendment, waiver or consent or (b) an amendment is
required pursuant to Clause 29.9 (Change of
currency), the Company 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.


 


17.3       Enforcement
costs


 


The
Company 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.


 


33





















 


SECTION 7


 


GUARANTEE


 


18.         GUARANTEE
AND INDEMNITY


 


18.1       Guarantee
and indemnity


 


The
Company irrevocably and unconditionally:


 


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


 


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


 


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


 


18.2       Continuing
guarantee


 


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


 


18.3       Reinstatement


 


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


 


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


 


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


 


18.4       Waiver
of defences


 


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


 


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


 


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


 


(c)                                   the taking,
variation, compromise, exchange, renewal or release of, or refusal or neglect
to perfect, take up or enforce, any rights against, or security over assets of,
any Obligor


 


34





















 


or
other person or any non-presentation or non-observance of any formality or
other requirement in respect of any instrument or any failure to realise the
full value of any security;


 


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


 


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


 


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


 


(g)                                  any insolvency or
similar proceedings.


 


18.5       Immediate
recourse


 


The
Company waives any right it may have of first requiring any Finance Party (or
any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person before claiming from the
Company under this Clause 18.  This
waiver applies irrespective of any law or any provision of a Finance Document
to the contrary.


 


18.6       Appropriations


 


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


 


(a)                                   refrain from applying
or enforcing any other moneys, security or rights held or received by that
Finance Party (or any trustee or agent on its behalf) in respect of those
amounts, or apply and enforce the same in such manner and order as it sees fit
(whether against those amounts or otherwise) and the Company shall not be
entitled to the benefit of the same; and


 


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


 


18.7       Deferral
of Company’s rights


 


Until
all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full and
unless the Agent otherwise directs, the Company will not exercise any rights
which it may have by reason of performance by it of its obligations under the
Finance Documents:


 


(a)                                   to be indemnified by
an Obligor;


 


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


 


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


 


35





















 


18.8       Additional
security


 


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


 


18.9       Dollar
conversion


 


Any
amount payable in the Base Currency by the Company pursuant to the Finance
Documents shall be paid, at the written request of any Finance Party, in
dollars either:


 


(i)                                      in New York; or


 


(ii)                                   in such
other jurisdiction as such Finance Party may elect.


 


36





















 


SECTION 8


 


REPRESENTATIONS, UNDERTAKINGS
AND EVENTS OF DEFAULT


 


19.         REPRESENTATIONS


 


The
Company makes the representations and warranties set out in this Clause 19 to
each Finance Party on the date of this Agreement.


 


19.1       Status


 


(a)                            It is a US
corporation, duly formed and in good standing under the law of its jurisdiction
of its place of incorporation and each other member of the Group is a limited
company duly incorporated and validly existing under the law of its
jurisdiction of the place of its incorporation except for Aon Finance N.S.1
ULC, which is an unlimited liability company incorporated and validly existing
under the laws of Nova Scotia.


 


(b)                           It and each of its
Subsidiaries possesses the capacity to sue and be sued in its own name and has
the power to own its assets and carry on its business as it is being conducted
except, in the case of a member of the Group which is not an Obligor, where
failure to possess such capacity or to have such power could not reasonably be
expected to have a Material Adverse Effect.


 


19.2       Binding
obligations


 


Subject
to the Reservations, the obligations of each Obligor expressed to be assumed by
it in each Finance Document are legal, valid, binding and enforceable
obligations.


 


19.3       Non-conflict
with other obligations


 


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


 


(a)                                   any law or regulation
applicable to it (including Regulations U and X);


 


(b)                                  its constitutional
documents; or


 


(c)                                   any agreement or
instrument binding upon it or any of its assets (in a manner which has or could
reasonably be expected to have a Material Adverse Effect).


 


19.4       Power
and authority


 


Each
Obligor 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.


 


19.5       Validity
and admissibility in evidence


 


All
Authorisations required:


 


(a)                                   for the conduct of
the business, trade and ordinary activities of it and each of its Subsidiaries
or the ownership of their respective assets (except to the extent that failure
to make pay or obtain the same could not reasonably be expected to have a
Material Adverse Effect);


 


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


 


37





















 


(c)                                   to make the Finance
Documents to which each Obligor is a party, subject to the Reservations,
admissible in evidence in its jurisdiction of incorporation,


 


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


 


19.6       No
default


 


No
Event of Default has occurred or is continuing at the date of this Agreement.


 


19.7       No
breach


 


It
and each of its Subsidiaries is not in breach of, or in default under, any
agreement to which it is a party or which is binding on it or any of its
assets, in a manner or to an extent which could reasonably be expected to have
a Material Adverse Effect.


 


19.8       No
misleading information


 


(a)                            Any factual
information provided by or on behalf of any member of the Group to any Finance
Party (including for the purposes of the Information Package) was true and
accurate in all material respects as at the date it was provided or as at the
date (if any) at which it is stated.


 


(b)                           Any financial
projections contained in the Information Package have been prepared on the
basis of recent historical information and on the basis of reasonable
assumptions.


 


(c)                            Nothing has occurred
or been omitted from the Information Package and no information has been given
or withheld that results in the information provided to any Finance Party
(including the information contained in the Information Package) being untrue
or misleading in any material respect as at the date thereof.


 


19.9       Financial
statements


 


(a)                            The Original
Financial Statements were prepared in accordance with GAAP consistently
applied.


 


(b)                           The Original
Financial Statements fairly represent the financial condition and operations
(consolidated in the case of the Company) of the relevant Obligor as at the end
of and for the relevant financial year.


 


(c)                            Each of the latest
financial statements delivered under Clause 20.1(a) (Financial statements) is prepared in accordance with GAAP
and fairly represents the financial position of the relevant company as at the
date of such financial statements and the results of its operations and its
cash flows for the annual period ended on such date; and


 


(d)                           Each of the latest
unaudited quarterly consolidated statements of income, stockholders’ equity and
cash flows of the Company delivered under Clause 20.1(b) (Financial statements) fairly represents
the consolidated financial condition and operations of the Company as at the
date of such quarterly financial statements and the consolidated results of
operations and cash flows for the relevant quarterly period, subject to normal
year-end audit adjustments and the absence of footnotes.


 


19.10     Pari
passu ranking


 


The
payment obligations of each Obligor under the Finance Documents rank at least
pari passu with all its other present and future unsecured and unsubordinated
Financial Indebtedness, except for any obligations which are mandatorily
preferred by law and not by contract.


 


38





















 


19.11     No
proceedings pending or threatened


 


No
litigation, arbitration, investigation or administrative proceedings of or
before any court, arbitral body or agency have been started or, to the
knowledge of the Company’s officers, have been threatened against it or any of
its Subsidiaries which in each case could reasonably be expected to have a
Material Adverse Effect, except for the Disclosed Claims.


 


19.12     Compliance
with laws and regulations


 


It
and each of its Subsidiaries has complied in all material respects with all
applicable laws and regulations (including Environmental Laws) to which it may
be subject in each case where failure to do so could reasonably be expected to
have a Material Adverse Effect.


 


19.13     Environmental


 


(a)                            It and each of its
Subsidiaries has and has at all times complied with all applicable
Environmental Law, non-compliance with which could reasonably be expected to
have a Material Adverse Effect.


 


(b)                           Every consent,
authorisation, licence or approval required under or pursuant to any
Environmental Law by it and each of its Subsidiaries in connection with the
conduct of its business and the ownership, use, exploitation or occupation of
its assets, the absence or lack of which could reasonably be expected to have a
Material Adverse Effect, has been obtained and is in full force and effect.


 


(c)                            There has been no
default in the observance of the conditions and restrictions (if any) imposed
in, or in connection with, any of the same which default could reasonably be
expected to have a Material Adverse Effect.


 


(d)                           No circumstances have
arisen (i) which would entitle any person to revoke, suspend, amend, vary,
withdraw or refuse to amend any of the same or (ii) which might give rise to a
claim against it and each of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect having regard to the cost to that
company of meeting such a claim.


 


19.14     No
Security


 


(a)                            No Security other
than Permitted Security exists over all or any part of the assets of it or any
of its Subsidiaries.


 


(b)                           The execution of the
Finance Documents by each Obligor and the exercise of each of their respective
rights and the performance of each of their respective obligations under the
Finance Documents will not result in the creation of, or any obligation to
create, any Security over or in respect of any of their assets.


 


19.15     No
Material Adverse Change


 


Since
31 December 2003, no event has occurred which has had, or could be reasonably
expected to have, a Material Adverse Effect, excluding the effect of any
Disclosed Claims.


 


19.16     Taxes


 


(a)                            It and each of its
Subsidiaries has complied in all material respects with all Tax laws in all
jurisdictions in which it is subject to Tax and has paid all Tax due and
payable by it.


 


(b)                           No claims are being
asserted against it or any of its Subsidiaries in respect of Tax which could
reasonably be expected to have a Material Adverse Effect except for assessments
in relation to


 


39





















 


the
ordinary course of its business or claims contested in good faith and in
respect of which adequate provision has been made and disclosed in the latest
audited consolidated financial statements of the Company (or latest accounts
audited if required by law of the relevant Obligor) or other information
delivered to the Agent under this Agreement.


 


19.17     ERISA


 


(a)


 


(i)                                      The Funded Current
Liability Percentage of all Single Employer Plans for the current plan year is
at least 80 per cent.


 


(ii)                                   Neither
the Company nor any other member of the Controlled Group maintains, or is
obliged to contribute to, any Multiemployer Plan or has incurred, or is
reasonably expected to incur, any withdrawal liability to any Multiemployer
Plan.


 


(iii)                                Each Plan
complies with all applicable requirements of law and regulations.


 


(iv)                               Neither
the Company nor any member of the Controlled Group has, with respect to any
Plan, failed to make any contribution or pay any amount required under Section
412 of the Code or Section 302 of ERISA or the terms of such Plan.


 


(v)                                  There are no pending
or, to the knowledge of the Company, threatened claims, actions, investigations
or lawsuits against any Plan, any fiduciary thereof, or the Company or any
member of the Controlled Group with respect to a Plan.


 


(vi)                               Neither
the Company nor any member of the Controlled Group has engaged in any
prohibited transaction (as defined in Section 4975 of the Code or Section 406
of ERISA) in connection with any Plan which would subject such person to any
liability.


 


(vii)                            Within the
last five years neither the Company nor any member of the Controlled Group has
engaged in a transaction which resulted in a Single Employer Plan with an
Unfunded Current Liability being transferred out of the Controlled Group.


 


(viii)                         No ERISA
Termination Event has occurred or is reasonably expected to occur with respect
to any Plan which is subject to Title IV of ERISA.


 


(ix)                                 The
Company will not, and will not permit any member of the Controlled Group to (i)
seek a waiver of the minimum funding standards under ERISA, (ii) terminate
or withdraw from any Plan or (iii) take any other action with respect to
any Plan which would reasonably be expected to entitle the PBGC to terminate,
impose liability in respect of, or cause a trustee to be appointed to
administer, any Plan.


 


(b)                           The representations
and warranties contained in Clause 19.17(a) shall only be breached if the
circumstances relating to any actual breach have, or could reasonably be
expected to have, a Material Adverse Effect.


 


19.18     Federal
Reserve Regulations


 


No
part of the proceeds of any Loan will be used, directly or indirectly, to
purchase or carry any Margin Stock within the meaning of Regulation U in a
manner that would violate Regulation U.


 


40





















 


19.19     Investment
Company and Public Utility Holding Company


 


Neither
it nor any of its Subsidiaries is, or after giving effect to any Loan will be,
an “investment company” or a company “controlled” by an “investment company”
within the meaning of the US Investment Company Act of 1940 and the Company is
not subject to regulation under the US Public Utility Holding Company Act of
1935.


 


19.20     Ownership
of Properties


 


(a)                            As at the date of
this Agreement, it and its Subsidiaries has a subsisting leasehold or freehold
interest in, or good and marketable title to, free of all Security, other than
any Permitted Security, all of the properties and assets reflected in the
Original Financial Statements as being owned by it, except for assets sold,
transferred or otherwise disposed of in the ordinary course of business since
the date thereof;


 


(b)                           It and its
Subsidiaries own or possess rights to use all licences, patents, patent
applications, copyrights, service marks, trademarks and trade names necessary
to continue to conduct their business as heretofore conducted, and no such licence,
patent or trademark has been declared invalid, been limited by order of any
court or by agreement or is the subject of any infringement, interference or
similar proceeding or challenge, except for proceedings and challenges which
could not reasonably be expected to have a Material Adverse Effect.


 


19.21     Insurance


 


The
Group as a whole maintains, with financially sound and reputable insurance
companies, insurance on its assets in such amounts and covering such risks as
is consistent with sound business practice.


 


19.22     Insurance
Licences


 


No
material licence, permit or authorisation of any of it or its Subsidiaries to
engage in the business of insurance or insurance-related activities is the
subject of a proceeding for suspension or revocation, except where such
suspension or revocation would not individually or, when aggregated, have a
Material Adverse Effect.


 


19.23     Dutch
Borrowers


 


(a)                            Each Dutch Borrower
complies with the Dutch Banking Act and, to the extent applicable, any
regulations promulgated thereunder.


 


(b)                           Each Dutch Borrower
has verified that each Original Lender qualifies as a Professional Market Party
and that it will have verified that each New Lender qualifies as a Professional
Market Party.


 


(c)                            Each Dutch Borrower
has given any works council (ondernemingsraad)
that under the Works Council Act (Wet op de
ondernemingsraden) has the right to give advice in
relation to the entry into and performance of this Agreement, the opportunity
to give such advice and has obtained positive advice from such works council.


 


19.24     Anti-Terrorism
Law


 


Neither
the Company, nor to the knowledge of the Company, any of its Affiliates, or its
respective brokers or other agents acting or benefiting in any capacity in
connection with the Commitment (i) is in violation of any Anti-Terrorism Law;
(ii) is a Designated Person; (iii) conducts any business with or engage in
making or receiving any contribution of funds, goods or services to or for the
benefit of any Designated Person; or (iv) deals in any property or interest in
property


 


41





















 


blocked
pursuant to any Anti-Terrorism Law (it being acknowledged that this Clause
19.24 only applies to an Affiliate to the extent that it can so comply without
breaching any law or regulation applicable to it).


 


19.25     Material
Subsidiaries


 


Each
member of the Group which, as at the date of this Agreement, is a Material
Subsidiary is listed in Schedule 11 (Material
Subsidiaries).


 


19.26     Repetition


 


The
Repeating Representations are deemed to be made by the Company by reference
(except where the contrary is expressly stated) to the facts and circumstances
then existing on:


 


(a)                                   the date of each
Utilisation Request and the first day of each Interest Period; and


 


(b)                                  in the case of an
Additional Borrower, the day on which the company becomes (or it is proposed
that the company becomes) an Additional Borrower.


 


20.         INFORMATION
UNDERTAKINGS


 


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


 


20.1       Financial
statements


 


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


 


(a)                                   as soon as the same
become available, (but in any event, in the case of the Company, within 90 days
after the end of each of its Financial Years and, in the case of each other
Obligor, within the time limit provided by law for the filing of the same)


 


(i)                                  its audited
consolidated financial statements for that Financial Year; and


 


(ii)                               the
financial statements of each other Obligor for that Financial Year audited to
the extent required by the law of the jurisdiction of incorporation of such
Obligor;


 


together
with, where appropriate, a copy of the management letter (if any) addressed by
the auditors to the directors of the relevant Obligor in connection with its
auditing of the relevant accounts as soon as reasonably practicable after
receipt of the letter by that Obligor,


 


(b)                                  as soon as the same
become available, (but in any event within 45 days after the end of each
consecutive period of 3 months ending on a Quarter Date), its unaudited
consolidated quarterly statements of income, stockholders’ equity and cash
flows for that financial quarter certified by the chief financial officer of
the Company as fairly presenting the consolidated financial position of the
Company as at, and for the quarterly period ending on, such Quarter Date,
subject to normal year end adjustments and the absence of footnotes.


 


20.2       Compliance
Certificate


 


(a)                            The Company shall
supply to the Agent, with each set of financial statements delivered pursuant
to paragraph (a)(i) and paragraph (b) of Clause 20.1 (Financial statements), a Compliance
Certificate setting out (in reasonable detail) computations as to compliance
with Clause 21 (Financial covenants)
as at the date as at which those financial statements were drawn up.


 


42





















 


(b)                           Each Compliance
Certificate shall be signed by the chief financial officer, vice-president or
controller of the Company and, if required to be delivered with the financial
statements delivered pursuant to paragraph (a)(i) of Clause 20.1 (Financial statements), shall be reported
on by the Company’s auditors in the form agreed by the Company and all the
Lenders before the date of this Agreement.


 


20.3       Requirements
as to financial statements


 


(a)                            Each set of financial
statements delivered by the Company pursuant to Clause 20.1 (Financial statements) shall be certified
by a director of the relevant company as fairly representing its (or, as the
case may be, its consolidated) financial condition and operations as at the end
of and for the period in relation to which those financial statements were
drawn up.


 


(b)                           The Company shall procure
that each set of financial statements delivered pursuant to Clause 20.1 (Financial statements) is prepared using
GAAP.


 


20.4       Material
Subsidiaries


 


With
each set of financial statements delivered by the Company under paragraph
(a)(i) of Clause 20.1 (Financial statements)
(and within 14 days after any request made by the Agent), the Company shall
supply to the Agent a certificate listing the Material Subsidiaries as at the
end of the relevant Financial Year.


 


20.5       Information:
miscellaneous


 


The
Company shall supply to the Agent (in sufficient copies for all the Lenders, if
the Agent so requests):


 


(a)                                   all documents
dispatched by the Company 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 could reasonably be expected to have a Material Adverse Effect
(including, for the avoidance of doubt, any changes to existing litigation,
arbitration or administrative proceedings and the Disclosed Claims); and


 


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


 


20.6       Notification


 


The
Company shall notify the Agent promptly upon becoming aware of:


 


(a)                                   any change in the
Debt Rating Level; and


 


(b)                                  any occurrence
(including any third party claim or liability but other than of a general
economic or political nature) which could reasonably be expected to have a
Material Adverse Effect.


 


43





















 


20.7       Plans


 


(a)                            Within 270 days of
the close of each Financial Year, the Company shall deliver a statement of
Funded Current Liability Percentage of each Single Employer Plan, certified as
correct by an actuary enrolled under ERISA.


 


(b)                           As soon as possible
and in any event within 10 days after the Company knows that any ERISA
Termination Event has occurred with respect to any Plan, the Company shall
deliver a statement, signed by the chief financial officer of the Company,
describing such ERISA Termination Event and the action which the Company
proposes to take with respect thereto.


 


20.8       Securities
and Exchange Commission


 


Promptly
after they are filed, the Company shall deliver to the Agent copies of all
registration statements and annual, quarterly, monthly or other regular reports
which any member of the Group files with the US Securities and Exchange
Commission (including (but not limited to) Form 10-K, 10-Q and 8-K statements)
other than Form S-8 (or successor forms) registration statements and other
registration statements or reports relating to employee stock programs.


 


20.9       Notification
of default


 


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


 


20.10     “Know
your customer” checks


 


(a)                            If:


 


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


 


(ii)                                   any change
in the status of an Obligor after the date of this Agreement; or


 


(iii)                                a proposed
assignment or transfer by a Lender of any of its rights and obligations under
this Agreement to a party that is not a Lender prior to such assignment or
transfer,


 


obliges
the Agent or any Lender (or, in the case of paragraph (iii) above, any
prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, each Obligor shall promptly upon the request of
the Agent or any Lender supply, or procure the supply of, such documentation
and other evidence as is reasonably requested by the Agent (for itself or on
behalf of any Lender) or any Lender (for itself or, in the case of the event
described in paragraph (iii) above, on behalf of any prospective new Lender) in
order for the Agent, such Lender or, in the case of the event described in
paragraph (iii) above, any prospective new Lender to carry out and be satisfied
it has complied with all necessary “know your customer” or other similar checks
under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.


 


(b)                           Each Lender shall
promptly upon the request of the Agent supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for
itself) in order for the Agent to carry out and be satisfied it has complied
with all necessary “know your customer” or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in
the Finance Documents.


 


44





















 


(c)                            The Company shall, by
not less than 10 Business Days’ prior written notice to the Agent, notify the
Agent (which shall promptly notify the Lenders) of its intention to request
that one of its Subsidiaries becomes an Additional Borrower pursuant to Clause
25 (Changes to the Obligors).


 


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


 


20.11     Use
of websites


 


(a)                            The Company may
satisfy its obligation under this Agreement to deliver any information in
relation to those Lenders (the “Website
Lenders”) who accept this method of communication by posting this
information onto an electronic website designated by the Company and the Agent
(the “Designated Website”) if:


 


(i)                                      the Agent expressly
agrees (after consultation with each of the Lenders) that it will accept
communication of the information by this method;


 


(ii)                                   both the
Company and the Agent are aware of the address of and any relevant password
specifications for the Designated Website; and


 


(iii)                                the
information is in a format previously agreed between the Company and the Agent.


 


If
any Lender (a “Paper Form Lender”)
does not agree to the delivery of information electronically then the Agent
shall notify the Company accordingly and the Company shall supply the
information to the Agent (in sufficient copies for each Paper Form Lender) in
paper form.  In any event the Company
shall supply the Agent with at least one copy in paper form of any information
required to be provided by it.


 


(b)                           The Agent shall
supply each Website Lender with the address of and any relevant password
specifications for the Designated Website following designation of that website
by the Company and the Agent.


 


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


 


(i)                                      the Designated
Website cannot be accessed due to technical failure;


 


(ii)                                   the
password specifications for the Designated Website change;


 


(iii)                                any new
information which is required to be provided under this Agreement is posted
onto the Designated Website;


 


(iv)                               any
existing information which has been provided under this Agreement and posted
onto the Designated Website is amended; or


 


45





















 


(v)                                  the Company becomes
aware that the Designated Website or any information posted onto the Designated
Website is or has been infected by any electronic virus or similar software.


 


If
the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v)
above, all information to be provided by the Company under this Agreement after
the date of that notice shall be supplied in paper form unless and until the
Agent and each Website Lender is satisfied that the circumstances giving rise
to the notification are no longer continuing.


 


(d)                           Any Website Lender
may request, through the Agent, one paper copy of any information required to
be provided under this Agreement which is posted onto the Designated
Website.  The Company shall comply with
any such request within ten Business Days.


 


21.         FINANCIAL
COVENANTS


 


21.1       Financial
condition


 


The
Company shall ensure that:


 


(a)                                   Net Worth will not at
any time be less than US$2,500,000,000;


 


(b)                                  the ratio of EBITDA
to Consolidated Interest Expense for any Relevant Period will not be less than
4 to 1; and


 


(c)                                   the ratio of
Borrowings on each Quarter Date (being the end of each Relevant Period) to
EBITDA for that Relevant Period will not exceed 3 to 1.


 


21.2       Financial
covenant calculations


 


For
the purposes of Clause 21.1 (Financial
Condition), EBITDA, Consolidated Interest Expense, and Net Worth
shall be determined by reference to the appropriate quarterly management
accounts and, once delivered, the audited consolidated financial statements of
the Company, in each case, most recently delivered to the Agent under Clause
20.1(a) and (b) (Financial statements).


 


21.3       Definitions


 


In
this Clause 21:


 


“Borrowings” means, as at any particular
time, the aggregate outstanding principal, capital or nominal amount (and any
fixed or minimum premium payable on prepayment or redemption) of the Financial
Indebtedness of members of the Group (other than any indebtedness referred to
in paragraphs (g) and (i) of the definition of Financial Indebtedness).


 


For
this purpose, any amount outstanding or repayable in a currency other than
dollars shall on that day be taken into account in its dollar equivalent at the
rate of exchange that would have been used had an audited consolidated balance
sheet of the Group been prepared as at that day in accordance with the GAAP
applicable to the Original Financial Statements of the Company.


 


“Consolidated Interest Expense” means, in
relation to a Relevant Period, the consolidated net interest expense of the
Group (for the avoidance of doubt, this definition shall be construed so as to
be consistent with US GAAP).


 


46





















 


“Consolidated Net Income” means, with
reference to any period, the net income (or loss) of the Group calculated on a
consolidated basis for such period.


 


“EBITDA” means Consolidated Net Income plus,
to the extent deducted from revenues in determining Consolidated Net Income,
(i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued,
(iii) depreciation, (iv) amortisation and (v) extraordinary losses incurred
other than in the ordinary course of business, minus, to the extent
included in Consolidated Net Income, extraordinary gains realised other than in
the ordinary course of business, all calculated for the Group on a
consolidated basis, provided that, notwithstanding the foregoing provisions of
this definition, no amounts shall be added pursuant to limbs (i) to (v) above
for any losses, costs, expenses or other charges arising in connection with or resulting
from the settlement of any Disclosed Claims or any payments in respect of any
judgments or other orders thereon or any restructuring or other charges in
connection therewith or relating thereto.


 


“Net Worth” means at any date the
consolidated stockholders’ equity of the Company and its consolidated
Subsidiaries (for the avoidance of doubt this definition shall be construed so
as to be consistent with US GAAP).


 


“Relevant Period” means each period of four
consecutive accounting quarters ending on a Quarter Date.


 


22.         GENERAL
UNDERTAKINGS


 


The
undertakings in this Clause 22 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.


 


22.1       Authorisations


 


The
Company shall (and shall procure that each member of the Group shall) promptly
obtain, comply with and do all that is necessary to maintain in full force and
effect; and supply certified copies to the Agent of:


 


(a)                                   any Authorisation
required for the conduct of its business, trade and ordinary activities save to
the extent that failure to obtain, maintain or comply with the same could
reasonably be expected not to have a Material Adverse Effect; and


 


(b)                                  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.


 


22.2       Compliance
with laws


 


The
Company shall (and shall procure that each member of the Group shall) comply in
all respects with all laws to which it may be subject, if failure so to comply
could reasonably be expected to have a Material Adverse Effect.


 


22.3       Negative
pledge


 


The
Company shall not (and shall ensure that no other member of the Group shall)
create or permit to subsist any Security over any of its assets other than
Permitted Security.


 


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22.4                     Merger


 


The
Company will not, nor will it permit any member of the Group to, enter into any
amalgamation, demerger, merger or reconstruction with or into any other person,
except that:


 


(a)                                   a
wholly-owned Subsidiary may merge into the Company or any wholly-owned
Subsidiary of the Company;


 


(b)                                  the
Company or any member of the Group may enter into any amalgamation, demerger,
merger or reconstruction with any other person so long as the Company or such
member of the Group respectively is the continuing or surviving corporation
and, prior to and after giving effect to such amalgamation, demerger, merger or
reconstruction, no Default or Event of Default is continuing; and


 


(c)                                   any member
of the Group may enter into any amalgamation, demerger, merger or reconstruction
as a means of effecting a disposition or acquisition which would not result in
a Default or Event of Default,


 


provided
that, in the case of an Obligor, the Agent (if it so requests) receives an
opinion in terms satisfactory to it and from counsel approved by it to the
effect that after the relevant amalgamation, demerger, merger or
reconstruction, the relevant Obligor remains bound by the terms of this
Agreement.


 


22.5                     Conduct of business


 


The
Company shall (and shall procure that taken as a whole, the Group shall) carry
on and conduct its business in substantially the same manner and in
substantially the same field of business as is carried on at the date of this
Agreement provided however that nothing in this Clause 22.5 shall prohibit the
dissolution or sale, transfer or other disposition of any Subsidiary that is
not otherwise prohibited by this Agreement.


 


22.6                     Taxes


 


The
Company shall (and shall ensure that each member of the Group shall) pay and
discharge all Taxes and governmental charges payable by or assessed upon it in
accordance with good business practice unless, and only to the extent that,
such Taxes and charges shall be contested in good faith by appropriate
proceedings, pending determination of which payment may lawfully be withheld,
and there shall be set aside adequate reserves with respect to any such Taxes
or charges so contested in accordance with GAAP.


 


22.7                     Insurance


 


The
Company shall procure that the Group as a whole maintains with financially
sound and reputable insurance companies, insurance on its assets and in such
amounts and covering such risks as is consistent with sound business practice.


 


22.8                     Maintenance of assets


 


The
Company shall (and shall ensure that each member of the Group shall) do all
things necessary to maintain, preserve, protect and keep its assets in good
repair, working order and condition, and make all necessary and proper repairs,
renewals and replacements which are required in accordance with good business
practice so that its business carried on in connection therewith may be
properly conducted at all times.


 


48





















 


22.9                     Access


 


Upon
reasonable notice being given to the Company by the Agent, the Company shall
permit the Agent and the Lenders and any person (being an accountant, auditor,
solicitor, valuer or other professional adviser of the Agent) authorised by the
Agent or Lender to have upon its reasonable request and at all reasonable times
during normal business hours, access to any of the assets, premises, accounting
books and records of any member of the Group and to discuss the affairs,
finances and accounts of any member of the Company with, and to be advised as
to the same by, their respective officers at such reasonable times and
intervals as the Agent or Lenders may designate.


 


22.10               ERISA


 


(a)                            The
Company shall fulfil, and cause each member of the Controlled Group to fulfil,
its obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan except where failure to fulfil such obligations
individually or in aggregate would not have a Material Adverse Effect.


 


(b)                           The
Company shall comply, and cause each member of the Controlled Group to comply,
with all applicable provisions of ERISA and the Code with respect to each Plan,
except where such failure to comply individually or in aggregate would not have
a Material Adverse Effect.


 


(c)                            The
Company shall not, and not permit any member of the Controlled Group to, (i)
seek a waiver of the minimum funding standards under ERISA, (ii) terminate or
withdraw from any Plan or (iii) take any other action with respect to any Plan
which would reasonably be expected to entitle the PBGC to terminate, impose
liability in respect of, or cause a trustee to be appointed to administer, any
Plan, unless the actions or events described in (i), (ii) or (iii) above
individually or in the aggregate would not have a Material Adverse Effect.


 


22.11               Pari passu


 


The
Company shall ensure that its obligations and those of each of the other
Obligors under the Finance Documents shall at all times rank at least pari passu with all its other present and
future unsecured and unsubordinated Financial Indebtedness, except for any
obligations which are mandatorily preferred by law and not by contract.


 


22.12               Use of Proceeds


 


The
Company shall not (and shall ensure that no other member of the Group shall)
use any of the proceeds of the Loans to purchase or carry any Margin Stock.


 


22.13               Dividends


 


The
Company shall not, so long as any Event of Default has occurred and is
continuing declare or pay any dividends or other distribution in relation to
its capital stock or repay or prepay, redeem or purchase or otherwise acquire
or retire any of its capital stock or any options or other rights in respect
thereof at any time outstanding.


 


22.14               Affiliates


 


The
Company shall not (and shall ensure that no other member of the Group shall)
enter into any transaction (including, without limitation, the purchase or sale
of any asset or service) with, or make any payment or transfer to, any
Affiliate other than transactions, payments or transfers:


 


49





















 


(a)                                   between
the Company and any direct or indirect wholly-owned Subsidiary of the Company
or between wholly-owned Subsidiaries of the Company; or


 


(b)                                  on arms’
length terms and in the ordinary course of the day to day business, and
pursuant to the reasonable requirements, of the relevant member of the Group
and in accordance with good business practice.


 


22.15               Change in Financial Year


 


In
respect of the Company only change its Financial Year to end on any date other
than 31 December of each year.


 


22.16               Inconsistent Agreements


 


(a)                            The
Company shall not (and shall ensure that no other member of the Group shall)
enter into any indenture, agreement, instrument or other arrangement which:


 


(i)                                      directly
or indirectly prohibits or restrains, or has the effect of prohibiting or
restraining, or imposes materially adverse conditions upon the incurrence of
the obligations of the Obligors under the Finance Documents, the amending of
the Finance Documents or the ability of any Subsidiary of the Company to:


 


(A)                           pay
dividends or make other distributions on its issued share capital;


 


(B)                             make loans
or advances to the Company; or


 


(C)                             repay
loans or advances from the Company


 


where,
in the cases of (A), (B) and (C), such prohibition, restraint or imposition
has, or could reasonably be expected to have, a material adverse effect on the
ability of the Company to comply with its payment obligations under the Finance
Documents; or


 


(ii)                                   contains
any provision which would be violated or breached by the making of Loans or by
the performance by any Obligor of any of its obligations under any Finance
Document.


 


22.17               Disposals


 


(a)                            The
Company will not, nor will it permit any member of the Group to, enter into a
single transaction or series of transactions (whether related or not) to sell,
transfer, lease or otherwise dispose of (i) any share in, or any security
issued by, any person or any interest therein or in the capital of any person
or (ii) any business or going concern.


 


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


 


(i)                                      where 100
per cent. of the consideration (after deducting fees and transaction costs properly
incurred and Taxes paid or reasonably estimated by the Company to be payable
(as certified by the Company to the Agent) as a result of that sale, transfer,
lease or disposal) is received at arm’s length for full value in cash (the “Net Proceeds”) no later than the date of
completion of the relevant transaction and such Net Proceeds are immediately
following receipt applied in or towards prepayment of the Loans pro rata across
the Facilities;


 


(ii)                                   by any
member of the Group to any other member of the Group;


 


50





















 


(iii)                                of any
premium finance receivables pursuant to the Cananwill Documents;


 


(iv)                               of cash
equivalent investments in the usual course of treasury business of the Group;
or


 


(v)                                  where the
consideration receivable (when aggregated with the consideration receivable for
any other sale, lease, transfer or other disposal, other than any permitted
under paragraphs (i) to (iv) above), does not exceed:


 


(A)                           an amount
equal to 10 per cent. of the consolidated assets of the Group in the Financial
Year in which such sale, lease, transfer or other disposal is made; or


 


(B)                             an amount
equal to 25 per cent. of the consolidated assets of the Group from the date of
the Agreement,


 


in
each case, as would be shown in the consolidated financial statements of the
Group as at the end of the quarter immediately preceding the date on which such
sale, transfer, lease or other disposal is made.


 


22.18               Dutch Borrowers


 


Each
Dutch Borrower shall ensure that it complies with the Dutch Banking Act and, to
the extent applicable, any regulations promulgated thereunder.


 


22.19               Anti-Terrorism Law


 


(a)                            The
Company will not, nor will it permit any of its Affiliates to, knowingly (i)
conduct any business with or engage in making or receiving any contribution of
funds, goods or services to or for the benefit of any Designated Person; or
(ii) deal in, or otherwise engage in any transaction relating to, any property
or interest in property blocked pursuant to any Anti-Terrorism Law (it being
acknowledged that this sub-paragraph (a) only applies to an Affiliate to the
extent that it can so comply without breaching any law or regulation applicable
to it).


 


(b)                           No
Designated Person shall have a controlling interest of any nature whatsoever in
the Company with the result that an investment in the Company (whether direct
or indirect) or the Commitment would be in violation of any Anti-Terrorism Law.


 


22.20               Acquisitions and investments


 


(a)                            The
Company shall not (and shall ensure that no other member of the Group will):


 


(i)                                      invest in
or acquire any share in, or any security issued by, any person, or any interest
therein or in the capital of any person, or make any capital contribution to
any person (or agree to do any of the foregoing); or


 


(ii)                                   invest in
or acquire any business or going concern, or the whole or substantially the
whole of the assets or business of any person, or any assets that constitute a
division or operating unit of the business of any person (or agree to do any of
the foregoing).


 


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


 


(i)                                      any
acquisition of all or any part of any business or all or any part of the issued
share capital of a limited liability company if:


 


(A)                           no Default
is continuing on the closing date for the acquisition or would occur as a
result of the acquisition;


 


51





















 


(B)                             the
company or business which is acquired, or of which part is acquired, carries
on, or is, a business substantially the same as that carried on by the Group;
and


 


(C)                             the
consideration (including associated costs and expenses) for the acquisition and
any Financial Indebtedness remaining in the acquired company or business or
part thereof at the date of acquisition (when aggregated with the consideration
for any other acquisition permitted under this paragraph (b) and any Financial
Indebtedness remaining in any such acquired companies or businesses at the time
of acquisition) would not:


 


(I)                                            in the
Financial Year in which such acquisition is closed, exceed in aggregate an
amount equal to 10 per cent. of the consolidated assets of the Company and its
Subsidiaries; or


 


(II)                                        from the
date of this Agreement, exceed in aggregate an amount equal to 25 per cent. of
the consolidated assets of the Company and its Subsidiaries,


 


in
each case, as would be shown in the consolidated financial statements of the
Company and its Subsidiaries as at the end of the quarter immediately preceding
the closing date of such acquisition;


 


(ii)                                   the
acquisition by a member of the Group of cash equivalent investments in the
ordinary course of treasury business of the Group; or


 


(iii)                                the
investment by any member of the Group in any other member of the Group.


 


23.                           EVENTS
OF DEFAULT


 


Each
of the events or circumstances set out in Clause 23 is an Event of Default.


 


23.1                     Non-payment


 


An
Obligor does not pay on the due date any amount payable pursuant to a Finance
Document at the place and in the currency in which it is expressed to be
payable unless payment is made within 5 Business Days of its due date.


 


23.2                     Financial covenants


 


Any
requirement of Clause 21 (Financial
covenants) is not satisfied.


 


23.3                     Other obligations


 


(a)                            An Obligor
does not comply with any provision of the Finance Documents (other than those
referred to in Clause 23.1 (Non-payment)
and Clause 23.2 (Financial covenants)).


 


(b)                           No Event
of Default under paragraph (a) above will occur if the failure to comply is
capable of remedy and is remedied within 20 days of the Agent giving notice to
the Company or the Company becoming aware of the failure to comply.


 


23.4                     Misrepresentation


 


Any
representation or statement made or deemed to be made by an Obligor in the
Finance Documents or any other document delivered by or on behalf of any
Obligor under or in connection with any Finance Document (other than the
representation made by the Company in respect of each Dutch Borrower pursuant
to paragraphs (a) and (b) of Clause 19.23 (Dutch


 


52





















 


Borrowers) if caused by
information which that Dutch Borrower may request under Clause 24.8 (Professional Market Party) proving to be
incorrect as to a New Lender’s Professional Market Party status) is or proves
to have been incorrect in any material respect when made or deemed to be made.


 


23.5                     Cross default


 


(a)                            Any
Financial Indebtedness of any member of the Group is not paid when due (taking
into account any originally applicable grace period.)


 


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


 


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


 


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


 


(e)                            No Event
of Default will occur under this Clause 23.5 if the aggregate amount of
Financial Indebtedness or commitment for Financial Indebtedness falling within
paragraphs (a) to (d) above is less than US $25,000,000 (or its equivalent in
any other currency or currencies).


 


23.6                     Insolvency


 


Any
Obligor or any Material Subsidiary:


 


(a)                                   (other
than in the case of a Dutch entity) becomes insolvent, commits an act of
bankruptcy, suspends payment of its debts or is unable or admits its inability
to pay its debts as they fall due or is over-indebted (überschuldet) or in the case of a Dutch
entity, is in a position that it has ceased to pay its debts (verkeert in de toestand dat hij heeft opgehouden te
betalen) within the meaning of Section 1 of the Dutch Bankruptcy Act
(Faillissementswet);


 


(b)                                  by reason
of actual or anticipated financial difficulty commences negotiations with one
or more of its creditors with a view to the readjustment or rescheduling of any
of its Financial Indebtedness; or


 


(c)                                   proposes
or enters into any composition, general assignment or other arrangement for the
benefit of its creditors generally or any class of creditors.


 


23.7                     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, bankruptcy,
winding-up, dissolution, administration, reorganisation or any other insolvency
proceedings (by way of voluntary arrangement, scheme of arrangement or otherwise)
of any Obligor or any Material Subsidiary other than:


 


53





















 


(i)                                  in
relation to a solvent liquidation, reconstruction or reorganisation of an
Obligor or Material Subsidiary, the terms of which have been previously
approved in writing by the Majority Lenders; or


 


(ii)                               any
winding up or petition which is frivolous or vexatious and which is, in any
event, discharged within 21 days of its presentation and before it is
advertised.


 


(b)                                  the
appointment of a liquidator (other than in respect of a solvent liquidation of
an Obligor or Material Subsidiary, the terms of which have been previously
approved in writing by the Majority Lenders), trustee in bankruptcy, receiver,
administrative receiver, administrator, custodian, conservator, sequestrator,
compulsory manager or other similar officer in respect of an Obligor or a
Material Subsidiary, a Substantial Portion of the assets of the Group,


 


or
any analogous procedure or step is taken in any jurisdiction in respect of an
Obligor or any Material Subsidiary.


 


23.8                     Attachment or Distress


 


A
creditor or encumbrancer attaches or takes possession of, or a distress,
execution, sequestration or other process is levied or enforced upon or sued
out against the assets of the Company or any member of the Group which assets
amount to a Substantial Portion and such process is not discharged within 28
days except that, in the case of a Dutch Borrower, no such grace period shall
apply in case of an executory attachment (“executoriaal
beslag”).


 


23.9                     Expropriation


 


Any
court, government or government agency shall condemn, seize or otherwise
appropriate, or take custody or control of (each an “Expropriation”), all or any portion of the assets of any
member of the Group which, when taken together with all other assets of the
Group so condemned, seized, appropriated or taken custody or control of, during
the 12 month period ending with the month in which any such Expropriation
occurs, constitutes a Substantial Portion.


 


23.10               Undischarged Judgment


 


Any
Obligor or Material Subsidiary fails within 30 days to pay, bond, or otherwise
discharge any judgment or order for the payment of an amount in excess of US
$25,000,000 (or multiple judgments or orders for the payment of an aggregate
amount of US $50,000,000) unless such judgment (or judgments) are being
contested in good faith and no enforcement actions have been commenced in
relation thereto.


 


23.11               Qualification of Financial Statements


 


The
auditors of the Company issue any qualification in respect of the audited
consolidated financial statements of the Company for any of its Financial Years
where the circumstances to which such qualification relates have, or could
reasonably be expected to have, a Material Adverse Effect.


 


23.12               Ownership of the Obligors


 


An
Obligor (other than the Company) is not or ceases to be a wholly-owned
Subsidiary of the Company.


 


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23.13               Unlawfulness


 


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


 


23.14               Repudiation


 


An
Obligor repudiates a Finance Document or evidences an intention to repudiate a
Finance Document.


 


23.15               ERISA


 


It
shall be determined by the Company, any Borrower, any Subsidiary, or the
actuary of any of the foregoing that the Funded Current Liability Percentage of
any Single Employee Plan is such that the Company, any Borrower or any
Subsidiary shall be required to make a Deficit Reduction Contribution for such
Plan with respect to any plan year.


 


23.16               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 Company:


 


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


 


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


 


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


 


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SECTION 9


 


CHANGES TO PARTIES


 


24.                           CHANGES
TO THE LENDERS


 


24.1                     Assignments and transfers by the Lenders


 


Subject
to this Clause 24, 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 which is, in each case, a Professional
Market Party (the “New Lender”).


 


24.2                     Conditions of assignment or transfer


 


(a)                            The
consent of the Company is required for an assignment or transfer by an Existing
Lender, unless the assignment or transfer is to another Lender or an Affiliate
of a Lender or an Event of Default is continuing.


 


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


 


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


 


(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) 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 24.5 (Procedure for transfer) is complied with
and if such transfer is in respect of a Commitment of at least €5,000,000 or,
if less, the whole Commitment of the Existing Lender.


 


(f)                              Any
assignment or transfer by an Existing Lender to a New Lender may be in respect
of that Existing Lender’s Facility A Commitment and/or Facility B Commitment,
in any proportion.


 


(g)                           If:


 


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


 


(ii)                                   as a
result of circumstances existing at the date the assignment, transfer or change
occurs, an Obligor would be obliged to make a payment to the New Lender or
Lender


 


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acting
through its new Facility Office under Clause 13 (Tax gross up and indemnities) or Clause 14 (Increased Costs),


 


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


 


(h)                           If any
Existing Lender assigns its rights under this Agreement a written instrument by
which such rights are assigned must be notified to any Borrower incorporated in
France by bailiff (“huissier”) in
accordance with the provision of article 1690 of the French Civil Code at the
cost of the Existing Lender concerned.


 


24.3                     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 US $1,500.


 


24.4                     Limitation of responsibility of Existing Lenders


 


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


 


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


 


(ii)                                   the
financial condition of any Obligor;


 


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


 


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


 


and
any representations or warranties implied by law are excluded.


 


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


 


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


 


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


 


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


 


(i)                                      accept a
re-transfer from a New Lender of any of the rights and obligations assigned or
transferred under this Clause 24; or


 


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


 


24.5                     Procedure for transfer


 


(a)                            Subject to
the conditions set out in Clause 24.2 (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, subject to
paragraph (b) below, as soon as reasonably practicable after receipt by it of a
duly completed Transfer Certificate appearing on its face to comply with the
terms of this Agreement and delivered in accordance with the terms of this
Agreement, execute that Transfer Certificate.


 


(b)                           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 each of the
Obligors and the Existing Lender shall be released from further obligations
towards one another under the Finance Documents and their respective rights
against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);


 


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


 


(iii)                                the Agent,
the Arranger, 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 Arranger and the Existing Lender shall each be released
from further obligations to each other under the Finance Documents; and


 


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


 


24.6                     Copy of Transfer Certificate to Company


 


The
Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Company a copy of that Transfer Certificate.


 


24.7                     Disclosure of information


 


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


 


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


 


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


 


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


 


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


 


24.8                     Professional Market Party


 


(a)                            Each
Lender represents and warrants for the benefit of each Dutch Borrower that it
qualifies as, and will at all times be, a Professional Market Party.


 


(b)                           Subject to
paragraph (c) below, each Existing Lender shall notify the Company and any
Dutch Borrower promptly of any proposed transfer or assignment, even in
circumstances where the consent of the Company is not required under Clause
24.2(a) above and the Existing Lender shall provide each Dutch Borrower with information
in respect of the proposed New Lender reasonably required by that Dutch
Borrower with a view to enabling that Dutch Borrower to verify the Professional
Market Party status of such proposed New Lender at least five Business Days
prior to the proposed Transfer Date or assignment date pursuant to which the
proposed New Lender would become a New Lender under this Agreement.


 


(c)                            The
Existing Lender shall not be required to provide a Dutch Borrower
with information where the Professional Market Party status of a New
Lender can be determined by a Dutch Borrower on the basis of the New Lender’s
entry in a public register (including on-line registers available on the
internet) of the Dutch Central Bank (“DCB”), or
a public register of a regulator of a country referred to in Clause 1.e.11 of
the Dutch Banking Act Exemption Regulation exercising supervision over the
Professional Market Party to the extent generally accessible via the internet.


 


25.                           CHANGES
TO THE OBLIGORS


 


25.1                     Assignments and transfer by Obligors


 


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


 


25.2                     Additional Borrowers


 


(a)                            Subject to
compliance with the provisions of paragraphs (c) and (d) of Clause 20.10 (“Know your customer” checks), the Company
may request that any of its wholly-owned Subsidiaries becomes an Additional
Borrower.  That Subsidiary shall become
an Additional Borrower if:


 


(i)                                      in
relation to any Subsidiary not incorporated in England and Wales, France, The
Netherlands, Germany or Canada, all the Lenders approve the addition of that
Subsidiary (such approval not to be unreasonably withheld);


 


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


 


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


 


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


 


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


 


25.3                     Resignation of a Borrower


 


(a)                            The
Company may request that a Borrower (other than, if applicable, the Company)
ceases to be a Borrower by delivering to the Agent a Resignation Letter.


 


(b)                           The Agent
shall accept a Resignation Letter and notify the Company and the Lenders of its
acceptance if:


 


(i)                                      no Default
is continuing or would result from the acceptance of the Resignation Letter
(and the Company has confirmed this is the case); and


 


(ii)                                   the
Borrower is under no actual or contingent obligations as a Borrower under any
Finance Documents,


 


whereupon
that company shall cease to be a Borrower and shall have no further rights or
obligations under the Finance Documents.


 


25.4                     Repetition of Representations


 


Delivery
of an Accession Letter constitutes confirmation by the Company that the
Repeating Representations are true and correct in relation to the relevant
Subsidiary as at the date of delivery as if made by reference to the facts and
circumstances then existing.


 


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SECTION 10


 


THE FINANCE PARTIES


 


26.                           ROLE OF THE AGENT AND THE ARRANGER


 


26.1                     Appointment of the Agent


 


(a)                            Each other
Finance Party appoints the Agent to act as its agent under and in connection
with the Finance Documents.


 


(b)                           Each other
Finance Party 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.


 


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


 


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


 


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


 


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


 


26.3                     Role of the Arranger


 


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


 


26.4                     No fiduciary duties


 


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


 


(b)                           Neither
the Agent nor the 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.


 


26.5                     Business with the Group


 


The
Agent and the 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.


 


26.6                     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


 


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(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 it has received notice to the contrary in its capacity as
agent for the Lenders) that:


 


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


 


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


 


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


 


(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 its personnel and agents.


 


(e)                            The Agent
may disclose to any other Party any information it reasonably believes it has
received as agent under this Agreement.


 


(f)                              Notwithstanding
any other provision of any Finance Document to the contrary, neither the Agent
nor the Arranger is obliged to do or omit to do anything if it would or might
in its reasonable opinion constitute a breach of any law or regulation or a
breach of a fiduciary duty or duty of confidentiality.


 


26.7                     Majority Lenders’ instructions


 


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


 


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


 


(c)                            The Agent
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.


 


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26.8                     Responsibility for documentation


 


Neither
the Agent nor the Arranger:


 


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


 


26.9                     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
(other than the Agent) 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.


 


(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.


 


(d)                           Nothing in
this Agreement shall oblige the Agent or the Arranger to carry out any “know
your customer” or other checks in relation to any person on behalf of any
Lender and each Lender confirms to the Agent and the Arranger that it is solely
responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Agent or the
Arranger.


 


26.10               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’s gross negligence or wilful misconduct)
in acting as Agent under the Finance Documents (unless the Agent has been
reimbursed by an Obligor pursuant to a Finance Document).


 


26.11               Resignation of the Agent


 


(a)                            The Agent
may resign and (subject to reasonable notice and to prior consultation with the
Company) appoint one of its Affiliates acting through an office in the United
Kingdom as successor by giving notice to the other Finance Parties and the
Company.


 


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


 


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


 


(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 26. 
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 Company, 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.


 


26.12               Confidentiality


 


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


 


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


 


26.13               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).


 


26.14               Credit appraisal by the Lenders


 


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


 


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


 


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(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 the Information Package and any other
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.


 


26.15               Reference Banks


 


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


 


26.16               Deduction from amounts payable by the Agent


 


If
any Party owes an amount to the Agent under the Finance Documents the Agent
may, after giving notice to that Party, deduct an amount not exceeding that
amount from any payment to that Party which the Agent would otherwise be
obliged to make under the Finance Documents and apply the amount deducted in or
towards satisfaction of the amount owed. 
For the purposes of the Finance Documents that Party shall be regarded
as having received any amount so deducted.


 


27.                           CONDUCT OF BUSINESS BY THE FINANCE PARTIES


 


(a)                            No
provision of this Agreement will:


 


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


 


(ii)                                   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


 


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


 


(b)                           Notwithstanding
any other provision of this Agreement, the Parties hereby agree that each such
Party (and each employee, representative, or other agent of such Party) may
disclose to any and all persons, without limitation of any kind, the U.S. tax
treatment and U.S. tax structure of the transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to such Party
relating to such U.S. tax treatment and U.S. tax structure.


 


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28.                           SHARING AMONG THE FINANCE PARTIES


 


28.1                     Payments to Finance Parties


 


If a
Finance Party (a “Recovering Finance Party”) receives or recovers any amount
from an Obligor other than in accordance with Clause 29 (Payment mechanics) and applies that amount
to a payment due under the Finance Documents then:


 


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


 


(b)                                  the Agent
shall determine whether the receipt or recovery is in excess of the amount the
Recovering Finance Party would have been paid had the receipt or recovery been
received or made by the Agent and distributed in accordance with Clause 29 (Payment mechanics), without taking account
of any Tax which would be imposed on the Agent in relation to the receipt,
recovery or distribution; and


 


(c)                                   the
Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the “Sharing
Payment”) equal to such receipt or recovery less any amount which
the Agent determines may be retained by the Recovering Finance Party as its
share of any payment to be made, in accordance with Clause 29.5 (Partial payments).


 


28.2                     Redistribution of payments


 


The
Agent shall treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 29.5 (Partial payments).


 


28.3                     Recovering Finance Party’s rights


 


(a)                            On a distribution
by the Agent under Clause 28.2 (Redistribution
of payments), the Recovering Finance Party 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 Finance Party is not able to rely on its rights
under paragraph (a) above, the relevant Obligor shall be liable to the
Recovering Finance Party for a debt equal to the Sharing Payment which is
immediately due and payable.


 


28.4                     Reversal of redistribution


 


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


 


(a)                                   each
Finance Party which has received a share of the relevant Sharing Payment
pursuant to Clause 28.2 (Redistribution of
payments) shall, upon request of the Agent, pay to the Agent for
account of that Recovering Finance Party an amount equal to the appropriate
part of its share of the Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any
interest on the Sharing Payment which that Recovering Finance Party is required
to pay); and


 


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


 


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28.5                     Exceptions


 


(a)                            This
Clause 28 shall not apply to the extent that the Recovering Finance Party would
not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the relevant Obligor.


 


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


 


(i)                                      it
notified that other Finance Party of the legal or arbitration proceedings; and


 


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


 


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SECTION 11


 


ADMINISTRATION


 


29.                           PAYMENT
MECHANICS


 


29.1                     Payments to the Agent


 


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


 


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


 


29.2                     Distributions by the Agent


 


Each
payment received by the Agent under the Finance Documents for another Party
shall, subject to Clause 29.3 (Distributions
to  an  Obligor) and Clause 29.4 (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.


 


29.3                     Distributions to an Obligor


 


The
Agent may (with the consent of the Obligor or in accordance with Clause 30 (Set-off)) apply any amount received by it
for that Obligor in or towards payment (on the date and in the currency and funds
of receipt) of any amount due from that Obligor under the Finance Documents or
in or towards purchase of any amount of any currency to be so applied.


 


29.4                     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.


 


29.5                     Partial payments


 


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


 


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


 


68





















 


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


 


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


 


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


 


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


 


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


 


29.6                     No set-off by Obligors


 


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


 


29.7                     Business Days


 


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


 


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


 


29.8                     Currency of account


 


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


 


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


 


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


 


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


 


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


 


29.9                     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 Company); and


 


69





















 


(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 Company) 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.


 


30.                           SET-OFF


 


Without
prejudice to their rights at law, at any time while an Event of Default has
occurred and is continuing, a Finance Party may set off any matured obligation
due from an Obligor under the Finance Documents (to the extent beneficially
owned by that Finance Party) against any matured obligation owed by that
Finance Party to that Obligor, regardless of the place of payment, booking
branch or currency of either obligation. 
If the obligations are in different currencies, the Finance Party may
convert either obligation at a market rate of exchange in its usual course of
business for the purpose of the set-off.


 


31.                           NOTICES


 


31.1                     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.


 


31.2                     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 Company, that identified with its name below;


 


(b)                                  in the
case of each Lender or any other Original Obligor, 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, 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.


 


31.3                     Delivery


 


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


 


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


 


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


 


70





















 


and,
if a particular department or officer is specified as part of its address
details provided under Clause 31.2 (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 an Obligor shall be sent through the Agent.


 


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


 


31.4                     Notification of address and fax number


 


Promptly
upon receipt of notification of an address and fax number or change of address
or fax number pursuant to Clause 31.2 (Addresses)
or changing its own address or fax number, the Agent shall notify the other
Parties.


 


31.5                     Electronic communication


 


(a)                            Any
communication to be made between the Agent and a Lender under or in connection
with the Finance Documents may be made by electronic mail or other electronic
means, if the Agent and the relevant Lender:


 


(i)                                      agree
that, unless and until notified to the contrary, this is to be an accepted form
of communication;


 


(ii)                                   notify
each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that
means; and


 


(iii)                                notify
each other of any change to their address or any other such information
supplied by them.


 


(b)                           Any
electronic communication made between the Agent and a Lender will be effective
only when actually received in readable form and in the case of any electronic
communication made by a Lender to the Agent only if it is addressed in such a
manner as the Agent shall specify for this purpose.


 


31.6                     English language


 


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


 


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


 


(i)                                      in
English; or


 


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


 


71





















 


32.                           CALCULATIONS AND CERTIFICATES


 


32.1                     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.


 


32.2                     Certificates and Determinations


 


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


 


32.3                     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.


 


33.                           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.


 


34.                           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.


 


35.                           AMENDMENTS
AND WAIVERS


 


35.1                     Required consents


 


(a)                            Subject to
Clause 35.2 (Exceptions) any term
of the Finance Documents may be amended or waived only with the consent of the
Majority Lenders and the Obligors and any such amendment or waiver will be
binding on all Parties.


 


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


 


35.2                     Exceptions


 


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


 


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


 


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


 


(iii)                                a
reduction in the Margin or a reduction in the amount of any payment of
principal, interest, fees or commission payable (other than where paragraph (c)
below applies);


 


72





















(iv)                               an
increase in or an extension of any Commitment.


 


(v)                                  a change
to the Borrowers or to the Company as guarantor other than in accordance with
Clause 25 (Changes to the  Obligors);


 


(vi)                               Clause 18
(Guarantee and indemnity);


 


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


 


(viii)                         Clause 2.2
(Finance Parties’ rights and obligations),
Clause 24 (Changes to the Lenders),
Clause 28 (Sharing among the Finance Parties)
or this Clause 35,


 


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
the Arranger may not be effected without the consent of the Agent or the
Arranger.


 


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


 


(i)                                      the “Margin”
in relation to Facility A or, as the case may be, Facility B; or


 


(ii)                                   Clause
12.1 (Commitment fee) as it
relates to Facility A, or as the case may be, Facility B;


 


shall
not be made without the prior consent of all the Facility A Lenders or all the
Facility B Lenders as appropriate.


 


36.                           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.


 


37.                           WAIVER OF CONSEQUENTIAL DAMAGES


 


In
no event shall any Finance Party be liable on any theory of liability for any
special, indirect, consequential or punitive damages and the Company hereby
waives, releases and agrees (for itself and on behalf of its Subsidiaries) not
to sue upon any such claim for any such damages, whether or not accrued and
whether or not known or suspected to exist in its favour.


 


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SECTION 12


 


GOVERNING LAW AND ENFORCEMENT


 


38.                           GOVERNING
LAW


 


This
Agreement is governed by English law.


 


39.                           ENFORCEMENT


 


39.1                     Jurisdiction


 


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


 


39.2                     Service of process


 


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


 


(a)                                   irrevocably
appoints Aon Finance Limited of 8 Devonshire Square, London EC2M 4PL,
Attention: Aon Law Division as its agent for service of process in relation to
any proceedings before the English courts in connection with any Finance
Document; and


 


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


 


 


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


 


74





















 


SCHEDULE 1


 


THE ORIGINAL PARTIES


 


PART I


 


THE ORIGINAL BORROWERS


 


	
  Name of
  Original Borrower

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  Registration number (or

  equivalent, if any)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON
  FINANCE LIMITED

  	
   

  	
  England
  and Wales

  	
   

  	
  000777539

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON
  LIMITED

  	
   

  	
  England
  and Wales

  	
   

  	
  00210725

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON
  FRANCE S.A.

  	
   

  	
  France

  	
   

  	
  682019377
  RCS NANTERRE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON
  HOLDINGS B.V.

  	
   

  	
  The
  Netherlands

  	
   

  	
  24191863

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON
  JAUCH & HÜBENER HOLDINGS GMBH

  	
   

  	
  Germany

  	
   

  	
  AG
  Hamburg, HRB 54969

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON
  FINANCE N.S.1, ULC

  	
   

  	
  Canada

  (Nova Scotia)

  	
   

  	
  3092079

  



 


75





















 


PART II


 


THE ORIGINAL LENDERS


 


	
  Name
  of Original Lender

  	
   

  	
  Facility A

  Commitment

  	
   

  	
  Facility B

  Commitment

  	
   

  
	
   

  	
   

  	
  (€)

  	
   

  	
  (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank
  International plc

  	
   

  	
  37,083,333.34

  	
   

  	
  37,083,333.34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Bank
  N.V.

  	
   

  	
  37,083,333.33

  	
   

  	
  37,083,333.33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Royal
  Bank of Scotland plc

  	
   

  	
  37,083,333.33

  	
   

  	
  37,083,333.33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Australia
  and New Zealand Banking Group Limited

  	
   

  	
  24,000,000

  	
   

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barclays
  Bank PLC

  	
   

  	
  24,000,000

  	
   

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CALYON

  	
   

  	
  24,000,000

  	
   

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National
  Australia Bank Limited A.B.N. 12 004 044 937

  	
   

  	
  24,000,000

  	
   

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coöperatieve
  Centrale Raiffeisen-Boerenleenbank B.A.

  	
   

  	
  24,000,000

  	
   

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banca di
  Roma S.p.A. London Branch

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco
  Santander Central Hispano

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commerzbank
  Aktiengesellschaft, London Branch

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JP Morgan
  Chase Bank N.A.

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natexis
  Banques Populaires

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RBC Finance
  B.V.

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard
  Chartered Bank

  	
   

  	
  12,500,000

  	
   

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of
  New York

  	
   

  	
  6,250,000

  	
   

  	
  6,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  325,000,000

  	
   

  	
  325,000,000

  	
   

  



 


76





















 


SCHEDULE 2


 


CONDITIONS
PRECEDENT


 


PART I


 


CONDITIONS PRECEDENT TO
INITIAL UTILISATION


 


1.                                 Original Obligors


 


(a)                            A copy of
the constitutional documents of each Original Obligor, an extract from the
Dutch trade register (handelsregister)
relating to the Dutch Borrower and an excerpt from the commercial register
(dated no earlier than 10 days prior to the date of this Agreement) relating to
the German Borrower.


 


(b)                           A copy of
a resolution of the board of directors, the supervisory board of directors, or
the general meeting of its shareholders, or equivalent corporate authority
documentation as appropriate, of each Original Obligor or, in the case of the
Company, a certificate of an authorised signatory of the Company setting out
the terms of a resolution of the board of Directors:


 


(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 Company dated no earlier than the date of this Agreement
(signed by an officer) confirming:


 


(i)                                      that
borrowing or guaranteeing, as appropriate, the Total Commitments would not
cause any borrowing, guaranteeing or similar limit binding on any Original
Obligor to be exceeded;


 


(ii)                                   the
representations made by the Company in the Agreement are true and accurate;


 


(iii)                                that since
31 December 2003, no event (excluding the effect of any Disclosed Claims) has
occurred which has had, or could be reasonably expected to have a Material
Adverse Effect;


 


(iv)                               that no
litigation, arbitration, investigation or administrative proceedings of or
before any court or agency have been started or, to the knowledge of the
Company’s officers, been threatened against it or any of its Subsidiaries
which, in each case, if adversely determined, could reasonably be expected to
have a Material Adverse Effect, except for the Disclosed Claims;


 


77





















 


(v)                                  that there
is no subsisting unsatisfied judgement or award in an amount exceeding US
$25,000,000 given against the Company of any of its Subsidiaries by any court,
arbitrator, or other body; and


 


(vi)                               the Debt
Rating Level as at that date.


 


(e)                            A
certificate of an authorised signatory of the relevant Original Obligor
certifying that each copy document relating to it specified in this Part 1 of
Schedule 2 is correct, complete and in full force and effect as at a date no
earlier than the date of this Agreement.


 


(f)                              In respect
of the Dutch Borrower, a copy of the positive unconditional advice of any works
council (ondernemingsraad) that
under the Works Council Act (Wet op de
ondernemingsraden) has the right to give advice in
relation to the entry into and performance of this Agreement, or confirmation
that no such advice is required.


 


2.                                 Legal opinions


 


(a)                            Legal
opinions of Linklaters, legal advisers to the Arranger and the Agent in England,
France, Germany and The Netherlands (excluding capacity and authority);


 


(b)                           A legal
opinion of Cox Hanson O’Reilly Matheson, legal advisers to the Arranger and the
Agent in the Canadian province of Nova Scotia;


 


(c)                            Legal
opinions of in house counsel of the Group in France, Germany, the Netherlands,
the State of Illinois and, as to matters of the General Corporation Law, the
State of Delaware, in each case in respect of capacity and authority; and


 


(d)                           A legal
opinion of Sidley Austin Brown & Wood LLP, legal advisers to the Group in
the US and Stewart McKelvey Stirling Scales, legal advisers to the Group in the
Canadian province of Nova Scotia,


 


in
each case substantially in the form distributed to the Original Lenders prior
to signing this Agreement.


 


3.                                 Other documents and evidence


 


(a)                            Evidence
that any process agent referred to in Clause 39.2 (Service of process), 
if not an Original Obligor, has accepted its appointment.


 


(b)                           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 Company
accordingly prior to the date of this Agreement) 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.


 


(c)                            The
Original Financial Statements of each Original Obligor (other than in respect
of Aon Finance N.S.1, ULC).


 


(d)                           Evidence
that each Fee Letter has been duly executed by the parties to it.


 


78





















 


(e)                            Evidence
that the fees, costs and expenses then due from the Company pursuant to Clause
12 (Fees) or, if earlier within
10 days of the date of this Agreement and Clause 17 (Costs and expenses) have been paid or will be paid by the
first Utilisation Date.


 


(f)                              Evidence
that the €250,000,000 revolving credit facility provided pursuant to the credit
agreement dated 24 September 2001 (as amended) has been (or will be on the
first Utilisation Date) cancelled and prepaid in full.


 


(g)                           Evidence
of the successful (being a minimum amount of $600,000,000) syndication of the
US facilities provided to the Company and certain Subsidiaries pursuant to a
credit agreement dated on or around 3 February 2005.


 


(h)                           The
original letter relating to the effective global rate (taux effectif global) in the form of the
letter at schedule 10 (Form of TEG letter)
and countersigned on behalf of the French Borrower.


 


79





















 


PART II




CONDITIONS PRECEDENT REQUIRED
TO BE


 


DELIVERED BY AN ADDITIONAL
BORROWER


 


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


 


2.                                 A copy of
the constitutional documents of the Additional Borrower.


 


3.                                 A copy of
a resolution of the board of directors, supervisory board of shareholders’
meeting or equivalent corporate authority documentation as applicable, of the
Additional Borrower:


 


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


 


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


 


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


 


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


 


5.                                 A
certificate of the Additional Borrower (signed by a director) confirming that
borrowing the Total Commitments would not cause any borrowing or similar limit
binding on it to be exceeded.


 


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


 


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


 


8.                                 If
available, the latest audited financial statements of the Additional Borrower.


 


9.                                 A legal
opinion of Linklaters, legal advisers to the Arranger and the Agent in England.


 


10.                           If the
Additional Borrower is incorporated in a jurisdiction other than England and
Wales, a legal opinion of the legal advisers to the Arranger and the Agent in
the jurisdiction in which the Additional Borrower is incorporated.


 


11.                           Legal
opinions of in house counsel of the Group in France, Germany and the
Netherlands in respect of due execution by any French Borrower, German Borrower
or Dutch Borrower.


 


12.                           If the
proposed Additional Borrower is incorporated in a jurisdiction other than
England and Wales, evidence that the process agent specified in Clause 39.2 (Service of process), if not an Obligor, has
accepted its appointment in relation to the proposed Additional Borrower.


 


80





















 


13.                           If the
proposed Additional Borrower is a Dutch Borrower, a copy of the positive
unconditional advice of any works council (ondernemingsraad)
that under the Works Council Act (Wet op de
ondernemingsraden) has the right to give advice in relation to the
entry into and performance of the Finance Documents.


 


81





















 


SCHEDULE 3




UTILISATION
REQUEST


 


From:                  [Name of
relevant Borrower] (as Borrower)


 


To:          Citibank International plc (as Agent)


 


Dated:


 


Dear
Sirs


 


Aon Corporation - €650,000,000
Facility Agreement

dated [             ] February 2005 (the “Agreement”)


 


	
  1.

  	
   

  	
  We
  refer to the Agreement. This is a Utilisation Request. Terms defined in the
  Agreement have the same meaning in this Utilisation Request unless given a
  different meaning in this Utilisation Request.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  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)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facility
  to be utilised:

  	
  [Facility
  A] [Facility B]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Currency
  of Loan:

  	
  [                      ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount:

  	
  [                      ]
  or, if less, the Available Facility

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest
  Period:

  	
  [1
  week, 1, 2, 3 or 6 months]

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

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

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

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

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  This
  Utilisation Request is irrevocable.

  



 


 


	
   

  	
  Yours faithfully

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  authorised signatory for

  	
   

  
	
   

  	
  [name of relevant Borrower]

  	
   

  
					



 


82





















 


SCHEDULE 4




MANDATORY
COST FORMULAE


 


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


 


2.                                 On the
first day of each Interest Period (or as soon as possible thereafter) the 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) + Ex0.01

  	
   per cent. per annum

  
	
  100 - (A + C)

  






 


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


 


	
  Ex0.01

  	
   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 9.3 (Default
interest)) payable for the relevant Interest Period on the Loan.


 


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.


 


83





















 


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 £1,000,000.


 


5.                                 For the
purposes of this Schedule:


 


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


 


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


 


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


 


(d)                              “Tariff Base” has the meaning given to it
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 £1,000,000 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.


 


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


 


84





















 


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


 


85





















 


SCHEDULE 5




FORM OF
TRANSFER CERTIFICATE


 


To:          Citibank International plc (as Agent)


 


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


 


Dated:


 


Aon Corporation - €650,000,000
Facility Agreement

dated [            ]
February 2005 (the “Agreement”)


 


1.                                 We refer
to the Agreement. This is a Transfer Certificate. Terms defined in the
Agreement have the same meaning in this Transfer Certificate unless given a
different meaning in this Transfer Certificate.


 


2.                                 We refer
to Clause 24.5 (Procedure for transfer):


 


(a)                               The
Existing Lender and the New Lender agree to the Existing Lender transferring to
the New Lender by novation all or part of the Existing Lender’s Commitment,
rights and obligations referred to in the Schedule in accordance with Clause
24.5 (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 31.2 (Addresses) are set out in the Schedule.


 


3.                                 The New
Lender expressly acknowledges the limitations on the Existing Lender’s
obligations set out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Existing Lenders).


 


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


 


5.                                 This
Transfer Certificate is governed by English law.


 


6.                                 The New
Lender represents and warrants for the benefit of each Dutch Borrower that it
qualifies as a Professional Market Party.


 


86





















 


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 [                        ].


 


Citibank
International plc


 


By:


 


87





















 


SCHEDULE 6




FORM OF
ACCESSION LETTER


 


To:          Citibank International plc (as Agent)


 


From:      [Subsidiary] and Aon Corporation


 


Dated:


 


Dear
Sirs


 


Aon Corporation - €650,000,000
Facility Agreement

dated [             ] February 2005 (the “Agreement”)


 


1.                                 We refer
to the Agreement. This is an Accession Letter. Terms defined in the Agreement
have the same meaning in this Accession Letter unless given a different meaning
in this Accession Letter.


 


2.                                 [Subsidiary]
agrees to become an Additional Borrower and to be bound by the terms of the
Agreement as an Additional Borrower pursuant to Clause 25.2 (Additional Borrowers) of the
Agreement.  [Subsidiary] is a company
duly incorporated under the laws of [name of
relevant jurisdiction].


 


3.                                 [Subsidiary’s]
administrative details are as follows:


 


Address:


 


Fax
No:


 


Attention:


 


4.                                 No Default
is continuing or would occur as a result of [Subsidiary] becoming an Additional
Borrower.


 


5.                                 This
Accession Letter is governed by English law.


 


 


Aon
Corporation         [Subsidiary]


 


88





















 


SCHEDULE 7




FORM OF
RESIGNATION LETTER


 


To:          Citibank International plc (as Agent)


 


From:      [resigning Borrower] and Aon Corporation


 


Dated:


 


Dear
Sirs


 


Aon Corporation - €650,000,000
Facility Agreement

dated [             ] February 2005 (the “Agreement”)


 


1.                                 We refer
to the Agreement. This is a Resignation Letter. Terms defined in the Agreement
have the same meaning in this Resignation Letter unless given a different
meaning in this Resignation Letter.


 


2.                                 Pursuant
to Clause 25.3 (Resignation of a Borrower),
we request that [resigning Borrower]
be released from its obligations as a Borrower under the Agreement.


 


3.                                 We confirm
that:


 


(a)                               no Default
is continuing or would result from the acceptance of this request; and


 


(b)                              the
provisions of Clause 25.3 (Resignation of a
Borrower) are otherwise complied with.


 


4.                                 This
Resignation Letter is governed by English law.


 


	
   

  	
  Aon
  Corporation

  	
  [Subsidiary
  ]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  By:

  



 


89





















 


SCHEDULE 8


 


FORM OF
COMPLIANCE CERTIFICATE


 


To:          Citibank International plc (as Agent)


 


From:      Aon Corporation


 


Dated:


 


Dear
Sirs


 


Aon Corporation - €650,000,000
Facility Agreement

dated [             ] February 2005 (the “Agreement”)


 


We
refer to the Agreement. This is a Compliance Certificate. Terms defined in the
Agreement have the same meaning in this Compliance Certificate unless given a
different meaning in this Compliance Certificate.


 


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


 


2.                                 We confirm
that:


 


(a)                               as at
[                      ]
Net Worth was [                    ]


 


(b)                              the ratio
of EBITDA to Consolidated Interest Expense for the Relevant Period ended on [                    ]
was [                    ]
to 1


 


(c)                               as at [                    ]
the ratio of Borrowings to EBITDA for the Relevant Period ended on [                    ]
was [                    ]
to 1.


 


	
  Signed:

  	
   

  	
   

  
	
   

  
	
  [Chief
  Financial Officer][Vice-president]

  
	
  [Controller]
  of Aon Corporation

  



 










*insert applicable certification language


 


We
have reviewed the Agreement and audited consolidated financial statements of
Aon Corporation for the year ended [                    ].


 


On
the basis of that review and audit, nothing has come to our attention which
would require any modification to the confirmations in paragraph 3 of the above
Compliance Certificate [or which we know to be a continuing Default].


 










*                                         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.


 


90





















 


	
   

  	
   

  
	
  for
  and on behalf of

  
	
  name of auditors of Aon Corporation

  



 


91





















 


SCHEDULE 9




TIMETABLES


 


“D -
  “ refers to the number of Business Days
before the relevant Utilisation Date/the first day of the relevant Interest
Period.


 


	
   

  	
   

  	
  Loans in euro

  	
   

  	
  Loans in

  sterling

  	
   

  	
  Loans in other

  currencies

  
	
  Request
  for approval as an Optional Currency, if required (Clause 4.3 (Conditions relating to Optional Currencies))

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  D - 5

  10:00 a.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent
  notifies the Lenders of the request (Clause 4.3 (Conditions relating to Optional Currencies))

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  D - 5

  3:00 p.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Responses
  by Lenders to the request (Clause 4.3 (Conditions
  relating to Optional Currencies))

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  D - 4

  1:00 p.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent
  notifies the Company if a currency is approved as an Optional Currency in
  accordance with Clause 4.3 (Conditions
  relating to Optional Currencies)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  D - 4

  5:00 p.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery
  of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))

  	
   

  	
  D - 3

  10:00 a.m.

  	
   

  	
  D - 1

  10:00 a.m.

  	
   

  	
  D - 3

  10:00 a.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent
  determines (in relation to a Utilisation) the Base Currency Amount of the Loan,
  if required under Clause 5.4 (Lenders’
  participation) and notifies the Lenders of the Loan in accordance
  with Clause 5.4 (Lenders’  participation)

  	
   

  	
  D - 3

  11:00 a.m.

  	
   

  	
  D - 1

  11:00 a.m.

  	
   

  	
  D - 3

  11:00 a.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIBOR
  or EURIBOR is fixed

  	
   

  	
  Quotation Day as of 11:00

  a.m. (Brussels time)

  	
   

  	
  Quotation

  Day as of

  11:00 a.m.

  	
   

  	
  Quotation Day as of

  11:00 a.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent
  receives a notification from a Lender under Clause 6.2 (Unavailability of a currency)

  	
   

  	
  —

  	
   

  	
  Quotation

  Day as of

  3:00 p.m.

  	
   

  	
  Quotation Day as of

  3:00 p.m.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent
  gives notice in accordance with Clause 6.2 (Unavailability
  of a currency)

  	
   

  	
  —

  	
   

  	
  Quotation

  Day as of

  5:00 p.m.

  	
   

  	
  Quotation Day as of

  5:00 p.m.

  



 


92





















 


SCHEDULE 10




FORM OF TEG
LETTER


 


To:                                                      Aon France
S.A.


 


From:                                          Citibank
International plc (as Agent)


 


Dated:                                     [                   ]
February 2005


 


Dear
Sirs


 


Aon France S.A.  – Aon Corporation -  €650,000,000 Facility Agreement

dated [       ] February 2005 (the “Agreement”)


 


1.                                 We refer
to the Agreement.


 


2.                                 Terms
defined in the Agreement shall bear the same meaning in this letter unless
otherwise defined in this letter. References to Clauses in this letter are
references to Clauses in the Agreement.


 


3.                                 We confirm
that:


 


(a)                            this is
the letter referred to in Clause 10.3 (Taux Effectif Global) of the Agreement;


 


(b)                           you
acknowledge that, due to the fact that interest payable under the Agreement is to
be calculated on a floating rate basis by references to LIBOR or EURIBOR for
Interest Periods selected by a Borrower, it is not possible to compute the
effective global rate (“taux effectif global”) for the lifetime of the
Facilities; and


 


(c)                            in order to
comply with the provisions of Articles L313-1 and L313-2 of the French “Code de
la Consommation”, and only as an indication based on the assumptions described
below, an example of calculation of the effective global rate can be given as
follows:


 


(i)                                      for an
Interest Period of three months and at € EURIBOR rate of [  ]% per annum, a rate for the Facilities (taux de période) of [  ]%;


 


(ii)                                   for an
Interest Period of six months and at £ LIBOR rate of [  ]% per annum, a rate for the Facilities (taux de période) of [  ]%


 


The
above rates are given on an indicative basis and on the basis (a) that drawdown
for the full amount of the Facilities will be made on [  ] February 2005, (b) that the EURIBOR/LIBOR
rate, expressed as an annual rate, is as fixed on [date] February 2005 and (c) that repayments occur at
contractual maturity and not earlier and (d) that the Debt Rating Level of the
Company is Level [•].  Such rates shall not be binding on the
Arranger, the Agent or a Lender.


 


We
should be grateful if you would confirm your acceptance of the terms of this
letter by signing and returning to us the enclosed copy.


 


93





















 


This
letter is designated a Finance Document.


 


	
  Yours
  faithfully

  
	
   

  
	
   

  	
   

  
	
  Citibank
  International plc (as Agent)

  
	
   

  
	
  We
  agree to the above.

  
	
   

  
	
   

  	
   

  
	
  AON
  France S.A.

  



 


94





















 


SCHEDULE 11




MATERIAL
SUBSIDIARIES


 


 


Aon
Risk Services Americas


 


Aon
Risk Services International


 


Aon
Re International


 


Aon
Consulting Worldwide


 


Combined
Insurance Company of America


 


Virginia
Surety Company


 


Aon
Re Americas


 


Aon
Limited


 


Aon
Holdings B.V.


 


Aon
Holdings International B.V.


 


Aon
Holdings UK Limited


 


Aon
UK Holdings Intermediaries Limited


 


Aon
Finance Limited


 


95





















 


The Company


 


Aon Corporation


 


	
  Address:

  	
  Aon
  Center

  
	
   

  	
  200
  East Randolph Street

  
	
   

  	
  4th
  Floor

  
	
   

  	
  Chicago

  
	
   

  	
  Illinois
  60601

  
	
   

  	
  USA

  
	
   

  	
   

  
	
  Fax:

  	
  001
  312 381 6060

  
	
   

  	
   

  
	
  Attention:

  	
  Ron
  Buetow / Diane Aigotti

  



 


	
  By:

  	
  /s/
  Diane Aigotti

  	
   

  
	
   

  	
  Diane Aigotti

  



 


 


The Original
Borrowers


 


Aon Finance Limited


 


	
  By:

  	
  /s/ John
  Lawrence Hill

  	
   

  
	
   

  	
  John Lawrence
  Hill

  	
   

  



 


Aon Limited


 


	
  By:

  	
  /s/ Francis
  Nigel Marjoribanks

  	
   

  
	
   

  	
  Francis
  Nigel Marjoribanks

  	
   

  



 


Aon France S.A.


 


	
  By:

  	
  /s/ Eric
  Bocquet

  	
   

  
	
   

  	
  Eric Bocquet

  	
   

  



 


Aon Holdings B.V.


 


	
  By:

  	
  /s/ L J
  Langenberg

  	
   

  
	
   

  	
  L J
  Langenberg

  	
   

  



 


Aon Jauch & Hübener Holdings GmbH


 


	
  By:

  	
  /s/
  Dankworth von Schultzendorff

  	
   

  	
  /s/

  	
  Ralph P.
  Liebke

  	
   

  
	
   

  	
  Dr.
  Dankworth von Schultzendorff

  	
   

  	
   

  	
  Ralph P.
  Liebke

  



 


96





















 


Aon Finance N.S1., ULC


 


	
  By:

  	
  /s/

  	
  Diane
  Aigotti

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Diane
  Aigotti

  	
   

  	
   

  	
   

  	
   

  



 


 


The Arranger


 


Citigroup Global Markets Limited


 


	
  By:

  	
  /s/

  	
  Kim W.
  McNamara

  	
   

  
	
   

  	
   

  	
  Kim W.
  McNamara

  	
   

  



 


 


ING Bank N.V.


 


	
  By:

  	
  /s/ 

  	
  R. H. J. Van
  Kesteren

  	
   

  	
  /s/

  	
  K. Radstake

  	
   

  
	
   

  	
   

  	
  R. H. J. Van
  Kesteren

  	
   

  	
   

  	
  K. Radstake

  	
   

  



 


 


The Royal Bank of Scotland plc


 


	
  By:

  	
  /s/

  	
  John Hare

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John Hare

  	
   

  	
   

  	
   

  	
   

  



 


 


The Original Lenders


 


Citibank International plc


 


	
  By:

  	
  /s/

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  



 


 


Citigroup Global Market Deutschland AG & Co (Facility
Office for the purpose of German Borrowers pursuant to Clause 5.5 (Designated Entities))


 


	
  By:

  	
  /s/

  	
  Stephan M.
  Schröter

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stephan M.
  Schröter, Managing Director

  	
   

  	
   

  	
   

  	
   

  
								



 


 


Citibank, N.A. (Facility Office for the purpose of Canadian
Borrowers pursuant to Clause 5.5 (Designated
Entities))


 


	
  By:

  	
  /s/

  	
  Sheryl
  Holmes

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sheryl
  Holmes, Director

  	
   

  	
   

  	
   

  	
   

  
								



 


 


97





















 


ING Bank N.V.


 


	
  By:

  	
  /s/ 

  	
  R. H. J. Van
  Kesteren

  	
   

  	
  /s/

  	
  K. Radstake

  	
   

  
	
   

  	
   

  	
  R. H. J. Van
  Kesteren

  	
   

  	
   

  	
  K. Radstake

  	
   

  



 


 


The Royal Bank of Scotland plc


 


	
  By:

  	
  /s/

  	
  Andrew
  McMillan

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Andrew
  McMillan

  	
   

  	
   

  	
   

  	
   

  



 


 


Australia and New Zealand Banking Group Limited


 


	
  By:

  	
  /s/

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  



 


 


Barclays Bank PLC


 


	
  By:

  	
  /s/

  	
  J. Ritchie

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J. Ritchie

  	
   

  	
   

  	
   

  	
   

  



 


 


CALYON


 


	
  By:

  	
  /s/

  	
  Antoine Le
  Sourd

  	
   

  	
  /s/

  	
  Michel
  Goudard

  	
   

  
	
   

  	
   

  	
  Antoine Le
  Sourd, Senior Banker

  	
   

  	
   

  	
  Michel
  Goudard, Account Manager

  	
   

  
									



 


 


National Australia Bank Limited A.B.N. 12 004 044 937


 


	
  By:

  	
  /s/

  	
  Graham Bull

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Graham Bull

  	
   

  	
   

  	
   

  	
   

  



 


 


Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.


 


	
  By:

  	
  /s/

  	
  Robin
  Bargmann

  	
   

  	
  /s/

  	
  Haijo
  Dijkstra

  	
   

  
	
   

  	
   

  	
  Robin
  Bargmann

  	
   

  	
   

  	
  Haijo
  Dijkstra

  	
   

  



 


 


Banca di Roma S.p.A. London Branch


 


	
  By:

  	
  /s/

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  



 


98





















 


Banco Santander Central Hispano


 


	
  By:

  	
  /s/

  	
  Luciana
  Ferrera

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Luciana
  Ferrera

  	
   

  	
   

  	
   

  	
   

  



 


 


Commerzbank Aktiengesellschaft, London Branch


 


	
  By:

  	
  /s/

  	
  Paul Duffy

  	
   

  	
  /s/

  	
  Emma Wallace

  	
   

  
	
   

  	
   

  	
  Paul Duffy

  	
   

  	
   

  	
  Emma Wallace

  	
   

  



 


 


JP Morgan Chase Bank N.A.


 


	
  By:

  	
  /s/

  	
  Erin O’Rourke

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Erin
  O’Rourke, Vice President

  	
   

  	
   

  	
   

  	
   

  
								



 


 


Natexis Banques Populaires


 


	
  By:

  	
  /s/

  	
  Joël Leroy

  	
   

  	
  /s/

  	
  Philippe
  Coat

  	
   

  
	
   

  	
   

  	
  Joël Leroy

  	
   

  	
   

  	
  Philippe
  Coat, Director

  	
   

  
								



 


 


RBC Finance B.V.


 


	
  By:

  	
  /s/

  	
  R. H.
  Streeton

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  R. H.
  Streeton, Managing Director

  	
   

  	
   

  	
   

  	
   

  
									



 


 


Standard Chartered Bank


 


	
  By:

  	
  /s/

  	
  Pinar Yetgin

  	
   

  	
  /s/

  	
  L. R.
  Sherlock

  	
   

  
	
   

  	
   

  	
  Pinar
  Yetgin, Associate Director

  	
   

  	
   

  	
  L. R.
  Sherlock, Director, Client Relationships

  	
   

  
									



 


 


The Bank of New York


 


	
  By:

  	
  /s/

  	
  Thomas McGinley

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thomas
  McGinley

  	
   

  	
   

  	
   

  	
   

  
									



 


99





















 


The Agent


 


Citibank International plc


 


	
  Address:

  	
  Citigroup
  Centre

  
	
   

  	
  Canada
  Square

  
	
   

  	
  Canary
  Wharf

  
	
   

  	
  London
  E14 5LB

  
	
   

  	
   

  
	
  Fax:

  	
  +
  44 20 7500 4482/4484

  
	
   

  	
   

  
	
  Attention:

  	
  Loans
  Agency

  



 


	
  By:

  	
  /s/

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kim W.
  McNamara

  	
   

  	
   

  	
   

  	
   

  



 


100